Baier v. Restaurants

Decision Date25 February 2014
Docket NumberNo. WD 76584.,WD 76584.
PartiesJenn BAIER, Respondent, v. DARDEN RESTAURANTS, et al., Appellants.
CourtMissouri Court of Appeals

OPINION TEXT STARTS HERE

Gene P. Graham and Deborah J. Blakely, Independence, MO, for respondent.

Daniel B. Boatright and Kellie A. Tabor, Kansas City, MO, for appellants.

Before Special Division: CYNTHIA L. MARTIN, Presiding Judge, GARY D. WITT, Judge and ZEL M. FISCHER, Special Judge.

CYNTHIA L. MARTIN, Judge.

Darden Restaurants d/b/a Olive Garden (Darden), GMRI, Inc. d/b/a Olive Garden (“GMRI”), Olive Garden, Chris Paith (“Paith”), and Adam Schwantes (“Schwantes”) (collectively Defendants) appeal from the trial court's denial of their motion to dismiss or, in the alternative, to stay proceedings and compel arbitration.1 The Defendants contend that the trial court erred in denying the motion because (1) there was a valid arbitration contract to which the claims were subject; and (2) the arbitration contract was enforceable because it was not procedurally or substantively unconscionable. We affirm.

Factual and Procedural History

Between January 2011 and July 2012, Jennifer Baier (Baier) was employed by Darden as a waitress at Olive Garden restaurants. Baier began her employment at the Olive Garden restaurant in Columbia. On January 31, 2011, Baier signed several documents, including an acknowledgment (“First Acknowledgement”) of receipt of a booklet describing Darden's Dispute Resolution Process (“DRP”). Immediately above Baier's signature, the First Acknowledgment states:

I have received and reviewed the Dispute Resolution Process (DRP) booklet. This booklet contains the requirements, obligations, procedures and benefits of the DRP. I have read this information and understand and agree to the terms and conditions of the DRP. I agree as a condition of my employment, to submit any eligible disputes I may have to the company's DRP and to abide by the provisions outlined in the DRP. I understand that this includes, for example, claims under state and federal laws relating to harassment or discrimination, as well as other employment-related claims as defined by the DRP. Finally, I understand that the company is equally bound to all of the provisions of the DRP.

The DRP booklet provides:

The DRP is the sole means for resolving covered employment-related disputes, instead of court actions. Disputes eligible for DRP must be resolved only through DRP, with the final step being binding arbitration heard by an arbitrator. This means DRP-eligible disputes will NOT BE RESOLVED BY A JUDGE OR JURY. Neither the Company nor the Employee may bring DRP-eligible disputes to court. The Company and the Employee waive all rights to bring a civil court action for these disputes.

(Emphasis in original.) The First Acknowledgment includes a line for “Management Signature.” No one signed the First Acknowledgment on Darden's behalf.

On March 31, 2011, Baier signed a second acknowledgment (“Second Acknowledgment”) when she was transferred to an Olive Garden restaurant in Blue Springs. The Second Acknowledgment is identical to the First Acknowledgement. Once again, the line designated for “Management Signature” was not signed by Darden.

On July 9, 2012, Baier signed a third acknowledgement (“Third Acknowledgement”) when she was transferred to an Olive Garden restaurant in Lee's Summit. The Third Acknowledgment includes a notation on the bottom of the page that reads January 2005 (reformatted April 2011).” The line for “Management Signature” had been removed, and the Third Acknowledgment was not signed by Darden.

Baier left employment with Darden in July 2012. On July 30, 2012, Baier filed a charge of discrimination on the basis of sex and retaliation with the Missouri Commissionon Human Rights (“Commission”). The Commission issued a right-to-sue letter to Baier on March 13, 2013. Baier filed suit against the Defendants on March 19, 2013. The suit alleged two causes of action: (1) sexual harassment and gender discrimination in violation of the Missouri Human Rights Act; and (2) retaliation in violation of the Missouri Human Rights Act.

The Defendants filed a motion to dismiss or, in the alternative, to stay proceedings and compel arbitration, and motion to stay discovery (“Motion”). The Motion alleged that Baier entered into a contract with Darden on January 31, 2011, (the date of the First Acknowledgement), that requires her to arbitrate her claims against all of the Defendants. A document represented to be the First Acknowledgement and the DRP booklet therein referenced was attached to the Motion.

Baier opposed the Motion, arguing that a valid arbitration agreement had not been formed between Baier and Darden in part because the First Acknowledgement was not signed by Darden. Baier also pointed out that the DRP booklet attached to the Motion bears a notation on the bottom of each page that reads January 2005 (reformatted April 2011),” while the First Acknowledgment attached to the Motion was signed by Baier on January 31, 2011. In the alternative, Baier argued that if a valid arbitration agreement was formed, if could not be enforced because it was procedurally and substantively unconscionable.2

The Defendants filed a reply and acknowledged that the DRP booklet attached to the Motion was a version Darden reformatted in April 2011. However, the Defendants argued that the version of the DRP booklet attached to the Motion was immaterial, as the booklet had not substantively changed anytime during Baier's employment. The Defendants attached the January 2005 version of the DRP booklet and Baier's Second and Third Acknowledgements to their reply. The Defendants argued that even though Baier signed new acknowledgments when she changed store locations, Darden and Baier had operated under the same DRP agreement since January 31, 2011.

The trial court entered an order on June 17, 2013, denying the Motion. The order did not specify any factual findings or legal conclusions. The Defendants appeal.

Standard of Review

A trial court's decision to deny a motion to stay proceedings and to compel arbitration is a legal conclusion that we review de novo. Frye v. Speedway Chevrolet Cadillac, 321 S.W.3d 429, 435 (Mo.App.W.D.2010). “However, issues relating to the existence of an arbitration agreement are factual and require our deference to the trial court's findings.” Katz v. Anheuser–Busch, Inc., 347 S.W.3d 533, 539 (Mo.App.E.D.2011); see also State Farm Mut. Auto. Ins. Co. v. Allen, 744 S.W.2d 782, 786 (Mo. banc 1988) ([We] give the findings of fact of the trial court the approximate effect of a jury verdict....”); Whitworth v. McBride & Son Homes, Inc., 344 S.W.3d 730, 736 (Mo.App.W.D.2011) (“If the trial court's ruling on a motion to compel arbitration includes factual findings ... then the factual findings will be affirmed if they are supported by substantial evidence, and are not against the weight of the evidence.”).

Here, the trial court did not make factual findings. Rule 73.01(c) directs that [a]ll fact issues upon which no specific findings are made shall be considered as having been found in accordance with the result reached.” See Pearson v. Koster, 367 S.W.3d 36, 52 (Mo. banc 2012) (holding that where no factual findings are made, we view “the facts in the light most favorable to the trial court's judgment”).

Analysis

The Defendants assert two points relied on, each of which claims that the trial court erred in denying the Motion. First, the Defendants argue that a valid arbitration agreement was formed between Darden and Baier. Second, the Defendants argue that the arbitration agreement should be enforced because it is not procedurally or substantively unconscionable. Because the order denying the Motion does not specify the legal basis for the trial court's ruling, we do not know whether the trial court concluded that no valid arbitration agreement existed between Darden and Baier or whether it concluded that an arbitration agreement existed but was unenforceable. We are required, however, to affirm the trial court's order on any theory supported by the record. In re Estate of Blodgett, 95 S.W.3d 79, 81 (Mo. banc 2003); see also Rule 73.01(c) (“The court shall render the judgment it thinks proper under the law and the evidence.”).

Point One

A motion to compel arbitration first requires the trial court to determine whether a valid arbitration agreement exists. Frye, 321 S.W.3d at 434 (citing Nitro Distrib., Inc. v. Dunn, 194 S.W.3d 339, 345 (Mo. banc 2006)).3 Without a valid agreement to arbitrate, the trial court cannot compel a party to arbitrate a dispute. Id. at 436. We apply principles of Missouri law to determine whether a valid arbitration agreement has been formed. Id.

“The elements required to form a valid contract in Missouri are ‘offer, acceptance, and bargained for consideration.’ Id. (quoting Johnson v. McDonnell Douglas Corp., 745 S.W.2d 661, 662 (Mo. banc 1988)). “As the party asserting the existence of a valid and enforceable contract to arbitrate, the Defendants [bear] the burden of proving that proposition.’ Whitworth, 344 S.W.3d at 737 (quoting U.S. Bank v. Lewis, 326 S.W.3d 491, 495 (Mo.App.S.D.2010)). ‘If the trier of fact does not believe the evidence of the party bearing the burden, it properly can find for the other party.’ Sneil, LLC v. Tybe Learning Ctr., Inc., 370 S.W.3d 562, 567 (Mo. banc 2012) (quoting White v. Dir. of Revenue, 321 S.W.3d 298, 305 (Mo. banc 2010)). [T]he trier of fact has the right to disbelieve evidence, even when it is not contradicted.’ Id. (quoting White, 321 S.W.3d at 307).

Applying these principles here, the Defendants bore the burden of proving that a valid arbitration agreement was formed between Darden and Baier on January 31, 2011, as asserted in the Motion.4 The Defendants thus bore the burden of establishing offer, acceptance, and bargained for consideration as of that date.

Offer and acceptance requires a mutual...

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