Clemmons v. Kan. City Chiefs Football Club, Inc.

• Citation: 397 S.W.3d 503
• Decision Date: 28 May 2013
• Docket Number: No. WD 75329.,WD 75329.
• Parties: Larry CLEMMONS, Respondent, v. KANSAS CITY CHIEFS FOOTBALL CLUB, INC., Appellant.
• Court: Court of Appeal of Missouri (US)

397 S.W.3d 503

Larry CLEMMONS, Respondent,
v.
KANSAS CITY CHIEFS FOOTBALL CLUB, INC., Appellant.

No. WD 75329.

Missouri Court of Appeals,
Western District.

Feb. 26, 2013.
Application for Transfer to Supreme Court Denied March 26, 2013.
Application for Transfer Denied May 28, 2013.

[397 S.W.3d 504]

Rachel H. Baker and Heidi V. Anderson, Kansas City, MO, for Appellant.

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

John E. Hall, Washington, DC, for Amicus Curiae.

Before Division Two: KAREN KING MITCHELL, Presiding Judge, THOMAS H. NEWTON and LISA WHITE HARDWICK, Judges.

LISA WHITE HARDWICK, Judge.

The Kansas City Chiefs Football Club, Inc. (“Chiefs”), appeal the circuit court's denial of their motion to compel a former employee, Larry Clemmons, to arbitrate his age discrimination claim against them. The Chiefs contend that a document Clemmons signed during his third year of employment is a legally enforceable arbitration agreement. For reasons explained herein, we affirm the court's denial of the motion to compel arbitration.

[397 S.W.3d 505]

Factual and Procedural History

Clemmons began working for the Chiefs as an at-will employee on October 23, 1972. In November 1974, a payroll clerk presented the following document to Clemmons and told him that he had to sign it to continue his employment with the Chiefs:

AGREEMENT

In consideration of my employment by Kansas City Chiefs Football Club, Inc., (hereinafter “the Club”); I hereby agree to comply at all times with, and to be bound by, the Constitution and By–Laws of the National Football League (“the League”), in their present form and as amended from time to time hereafter, and the decisions of the Commissioner of the League. I agree that all matters in dispute between me and the Club shall be referred to the Commissioner, and that his decision shall be accepted as final, binding and conclusive on me and on the Club. I further agree to fully release and discharge the Commissioner, the League, each Club in the League and each owner, officer, employee or agent thereof, and each official, employee or agent of the League, and all of them, in their individual and representative capacities, from any and all claims, demands, actions and/or causes of action arising out of or in any way connected with or related to any decision or the Commissioner (whether in connection with a dispute between me and the club or otherwise) that involves or in any way affects me, except to the extent of awards made to me by the Commissioner.
Clemmons and the payroll clerk, as a witness, signed below the Agreement.

Clemmons was employed for thirty-eight years until the Chiefs terminated him in May 2011. At that time, he was sixty years old and held the position of controller. Clemmons subsequently filed a charge of age discrimination against the Chiefs with the Missouri Human Rights Commission. After the Commission issued him a “right to sue” letter, Clemmons filed a petition in the circuit court alleging claims of age discrimination and retaliation against the Chiefs.

The Chiefs filed a motion to stay litigation and compel arbitration. The motion alleged that the Agreement Clemmons signed during his third year of employment constituted a binding arbitration agreement. Clemmons opposed the motion, arguing that the Agreement was not a valid and enforceable contract to arbitrate. Following a hearing, the court entered an order denying the Chiefs' motion to compel arbitration. The Chiefs appeal.¹

Standard Of Review

Whether or not arbitration is properly compelled is a question of law that we review de novo. Morrow v. Hallmark Cards, Inc., 273 S.W.3d 15, 21 (Mo.App.2008). Upon such review, we must first determine whether a valid arbitration agreement exists. Nitro Distributing, Inc. v. Dunn, 194 S.W.3d 339, 345 (Mo. banc 2006). If it does, we next determine “whether the specific dispute falls within the scope of the arbitration agreement.” Id. Lastly, if there is a valid arbitration agreement and the dispute is within the scope of the agreement, “we must then determine whether the arbitration agreement is subject to revocation under applicable contract principles.”

[397 S.W.3d 506]

Frye v. Speedway Chevrolet Cadillac, 321 S.W.3d 429, 435 (Mo.App.2010). “ ‘In making these determinations, [we] should apply the usual rules of state contract law and canons of contract interpretation.’ ” Id. (quoting Nitro, 194 S.W.3d at 345). If the circuit court's ruling on the motion to compel arbitration contains factual findings that bear on the existence, scope, or revocability of the arbitration agreement, then we will affirm the factual findings if they are supported by substantial evidence and are not against the weight of the evidence. Whitworth v. McBride & Son Homes, Inc., 344 S.W.3d 730, 736 (Mo.App.2011). The Chiefs, as the party seeking to compel arbitration, had the burden of proving the existence of a valid and enforceable arbitration agreement. Id. at 737.

Analysis

In their sole point on appeal, the Chiefs contend that the Agreement Clemmons signed is valid and enforceable because it contains all of the required elements of an arbitration contract. “Missouri substantive law governs whether a valid arbitration...