Aerotek, Inc. v. Boyd
| Decision Date | 28 May 2021 |
| Docket Number | No. 20-0290,20-0290 |
| Court | Texas Supreme Court |
| Parties | AEROTEK, INC., Petitioner, v. Lerone BOYD, Michael Marshall, Jimmy Allen, and Trojuan Cornett, Respondents |
Russell Daniel Cawyer, Fort Worth, for Other interested party West, Mitchell.
Carson Bridges, Dallas, Javier Perez-Afanador, Matthew Roy Scott, Dallas, for Respondents Cornett, Trojuan, Lerone Boyd, Allen, Jimmy, Marshall, Michael.
Heidi Rasmussen, Houston, Chalon Clark, Dallas, Jeffery Taylor Nobles, Houston, William E. Corum, for Petitioner.
Thomas E. Reddin, Dallas, for Other interested party HCBeck LTD.
Contracts are increasingly signed electronically, with an online click for every kind of transaction imaginable—from simple, everyday retail purchases to complex matters of great consequence. The utility of digital contracts depends heavily, of course, on their enforceability as a matter of law. The Texas Uniform Electronic Transactions Act (the Act)1 states that "[a]n electronic record or electronic signature is attributable to a person [by] showing ... the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable."2 The issues before us are how the efficacy of a security procedure is shown and, once it is, whether the alleged signatory's simple denial that he signed the record is sufficient to prevent attribution of an electronic signature to him. We hold here that attribution was conclusively established and therefore reverse the judgment of the divided court of appeals.3
Aerotek hires employees globally by the hundreds of thousands to work as contractors for client companies. To keep hiring efficient, Aerotek worked with a software developer to build an online-only hiring application. Aerotek exclusively uses this computerized hiring application to guide employee candidates through the hiring process—a process sometimes referred to as "onboarding". Aerotek's hiring application automatically sends a welcome email to the email address the candidate has provided during the recruitment and initial interview process. The welcome email includes a unique hyperlink for the candidate to use to navigate to the hiring application's online account-registration page. Once there, the candidate creates a unique user ID and password and selects security questions. To later log in to the hiring application, the candidate must enter this user ID, password, and security-question combination correctly. This login process takes place each time the candidate leaves and returns to the hiring application.
The computerized hiring application presents the candidate with employment information and various contracts to sign electronically. The first document requiring an electronic signature is an Electronic Disclosure Agreement (EDA). By signing the EDA, the candidate consents to "be bound" by Aerotek's electronic hiring documents "as though ... signed ... in writing." After the candidate signs the EDA, the application presents other documents to the candidate for completion and signature. These documents ask for personal information, such as addresses and emergency contacts. The application requires candidates to complete and electronically sign the documents in a particular order. After the candidate completes the initial documents, the application unlocks four additional documents, including a Mutual Arbitration Agreement (MAA). The candidate may electronically sign these documents in any order, but he must complete all four before the computerized application will allow him to continue and complete the hiring process.
As the candidate enters information and signatures on the documents, the hiring application tracks his progress. For nearly every action the candidate takes, the hiring application stores an electronic record in a database. For instance, each time a candidate electronically signs a document the hiring application stores a new electronic record that includes the candidate's unique identifier, the type of document, and a timestamp showing the date and time the document was signed. Once the application records that information, Aerotek cannot change it.
A candidate who claims to lack the ability to use the computerized hiring application is invited to Aerotek's office for assistance. But the candidate must still go through the hiring application step by step, providing the same information and signatures that would be required if he were not assisted.
Trojuan Cornett, Michael Marshall, and Lerone Boyd each completed Aerotek's computerized hiring application on his own. Jimmy Allen completed his in Aerotek's office with assistance from Sybil Harper, an administrative assistant. Their completed applications all include an MAA, timestamped with their signature just a few minutes after they signed the EDA.4 Aerotek hired all four (the Employees) to work as contractors on a construction project for Aerotek's client, J.R. Butler, Inc. All four were terminated not long after starting work and sued Aerotek, Butler, and others for racial discrimination and retaliation.5
Aerotek moved to compel arbitration. It attached to its motion each Employee's timestamped EDA and MAA, along with database records showing the timestamp for every other action taken by each Employee in completing the hiring application. The Employees opposed the motion. Represented by the same lawyer, each submitted a sworn declaration acknowledging that he had completed the online hiring application but denying that he had ever seen, signed, or been presented with the MAA. In substance, the four declarations are word-for-word identical; Allen's differs only in its acknowledgment that he was assisted by Harper.6
The trial court conducted an evidentiary hearing on Aerotek's motion to compel. Phaedra Marsh, a program manager who had worked for Aerotek for nearly 20 years, testified that while Aerotek personnel did not write the computer code themselves, she helped design and develop the application by defining how it would operate—specifications sometimes referred to as "business rules".7 The software developer then reduced those business rules to computer-readable code. Marsh testified that although she was neither part of Aerotek's IT department nor an IT expert, she did all the hiring application's testing, managed its updates and enhancements, and directed the training that Aerotek provided internally. Marsh also performed an in-court demonstration on a laptop and external monitor to show how each step in the hiring-application process worked. Asked whether there was any possible way the Employees could have completed their applications without executing the MAA, Marsh answered: Further, she added, "[w]e don't have the ability to alter [forms] after they're submitted" by a candidate. Marsh testified that the hiring-application process had not changed since the Employees used it. The only glitch she described in the use of the hiring application was when one of the four servers housing the data for the system went down, with the result that a candidate could not immediately respond to the welcome email's invitation to use the application.
Aerotek's only other witness was the administrative assistant that assisted Allen, Sybil Harper. She testified that while she assisted Allen in completing his application as shown by the computer record, she did not recall the event specifically. Harper testified that she uses a "very strict" and "very structured" process for assisting candidates with the hiring application. Over "a hundred times" she has sat "next to" candidates in "a designated computer lab" to personally assist them with completing the hiring application. She starts out by helping the candidate to retrieve Aerotek's welcome email from the candidate's personal email. Then she assists candidates, as needed, with using the welcome email to navigate to the hiring application and create their user name and password. From there, Harper assists the candidate with "start[ing] the on-boarding process." Harper ensures that "[e]verything is entered" and "signed electronically", including the "electronic disclosure", "biographical information", and other documents, such as the "arbitration agreement". Harper also testified that at "each step as [they] go through with the process" she gets renewed "consent" to continue. She also stated that she cannot "bypass" the hiring application's business rules and has never "electronically attached someone's signature to any document"—including an arbitration agreement—without the person's consent. "[E]verything has to be done in order," Harper explained, and "[b]y the end of it" she assists the candidate with finishing the application through "the finalize and submit process."
The Employees offered only their declarations as evidence, the parties having agreed that the court could consider the declarations as sworn testimony in open court.
The trial court denied Aerotek's motion to compel arbitration. A divided panel of the court of appeals affirmed. The majority rejected Aerotek's argument that it had conclusively established the MAAs' validity. The majority concluded that Marsh had "insufficient capacity to establish the system was failsafe" since she was "not an IT expert".8 Her in-court demonstration of the hiring application, the majority said, showed merely "what happened in the system that day in court", not necessarily what the Employees had actually experienced. 9
The majority reasoned that "Marsh never vouched for the ...
To continue reading
Request your trial
-
Amberson v. McAllen (In re Amberson)
...trial court's findings on whether an arbitration agreement exists among specific parties are entitled to deference. Aerotek, Inc. v. Boyd , 624 S.W.3d 199, 204 (Tex. 2021). The bankruptcy court here incorporated the arbitrator's ruling and thus his fact-findings into its own judgment, and w......
-
King v. Baylor Univ.
...are in accord when presented with similar circumstances in the consumer and employment arbitration contexts. See Aerotek, Inc. v. Boyd , 624 S.W.3d 199, 205-09 (Tex. 2021) ; HomeAdvisor, Inc. v. Waddell , No. 05-19-00669-CV, 2020 WL 2988565, at *5 (Tex. App.—Dallas June 4, 2020, no pet.) (m......
-
King v. Baylor Univ.
... ... conclusions." Plotkin v. IP Axess Inc. , 407 ... F.3d 690, 696 (5th Cir. 2005) (citation omitted). The court ... "must limit ... employment arbitration contexts. See Aerotek, Inc. v ... Boyd , 624 S.W.3d 199, 205-09 (Tex. 2021); ... HomeAdvisor, Inc. v ... ...
-
Levine v. Vitamin Cottage Nat. Food Mkts.
...required to authenticate the arbitration agreement in the absence of any evidence disputing the authenticity of the agreement.”); Aerotek, 624 S.W.3d 199, 208 (“The were free to seek discovery to discredit Aerotek's evidence. They chose not to. Rather than attacking the reliability of the h......
-
Civil Litigation
...signatures are binding. Uniform Electronic Transactions Act (UETA) Tex. Bus & Comm. Code Section 322.001 et seq.; Aerotek Inc. v. Boyd , 624 S.W.3d 199, 200 (Tex. 2021) (Arbitration agreement upheld even though former employees claimed they never digitally signed the online application that......
-
You're Only Mostly Dead: Protecting Your Digital Ghost from Unauthorized Resurrection.
...faced with the question whether a social-media account is authentic must itself be mindful of these concerns."); Aerotek, Inc. v. Boyd, 624 S.W.3d 199, 214 (Tex. 2021). (151.) See supra Section II.C.1. (152.) See id. (153.) See supra Section II.C.3. (154.) See id. (155.) See supra Section I......