Jackson v. Higher Educ. Loan Auth. of Mo.

• Decision Date: 31 May 2016
• Docket Number: ED 103523
• Citation: 497 S.W.3d 283
• Parties: Angelina Jackson, Respondent, v. Higher Education Loan Authority of Missouri, Appellant.
• Court: Missouri Court of Appeals

497 S.W.3d 283

Angelina Jackson, Respondent,

v.Higher Education Loan Authority of Missouri, Appellant.

ED 103523

Missouri Court of Appeals, Eastern District, DIVISION FOUR .

Filed: May 31, 2016

Motion for Rehearing and/or Transfer to Supreme Court Denied July 18, 2016

Application for Transfer Denied September 20, 2016

Vincent A. Banks, III, 800 Washington Ave., Suite 134, Laura M. Cole, St. Louis, MO 63101, for respondent.

Clifford A. Godiner, Thompson Coburn LLP, Timothy J. Sarsfield, One US Bank Plaza, St. Louis, MO 63101, for appellant.

Lisa P. Page

, Judge

Higher Education Loan Authority of the State of Missouri (“MOHELA”, hereinafter, “Employer”) appeals from the trial court's judgment denying its Motion to Compel Arbitration of the employment-related claims lodged by Angelina Jackson (“Employee”). We affirm.

I. BACKGROUND

On or about February 6, 2012, Employee began at-will employment with Employer, which continued until October 24, 2013, when Employee was terminated. Thereafter, on June 9, 2015, Employee filed a petition against Employer in the Circuit Court of Saint Louis County challenging her termination (“Petition”).

On September 9, 2015, Employer filed its Motion to Compel Arbitration, alleging, inter alia, that Employee, at the commencement of her employment, entered into a binding arbitration agreement and that each claim set forth in Employee's Petition fell under said arbitration agreement. In response thereto, Employee averred that each element of a contract—offer, acceptance, and consideration—were lacking.

It is undisputed that upon commencement of her employment, Employee was presented with two documents related to the purported arbitration agreement: (1) a two-page document entitled “MOHELA Policy Regarding Mandatory Alternative Dispute Resolution/ADR Process” (hereinafter “Arbitration Process”), and (2) a one-page document, executed by Employee (on February 6, 2012), entitled “Important Acknowledgement of Receipt of MOHELA Mandatory Policy on Alternative Dispute Resolution/ADR Process” (hereinafter, “Acknowledgement of Receipt”) (collectively, “ADR Policy”).

The Arbitration Process outlines a four-step alternative dispute resolution and arbitration process. However, the Arbitration Process does not subject MOHELA to arbitrate its claims against an employee; rather the Arbitration Process reads, in operable part, as follows:

This policy is available and applies to all employees (except any employee under any currently effective agreement or letter of appointment signed by the Chairperson of the Board or Executive Director of MOHELA relating to such person's employment, and in such cases, will apply to the extent stated there) who wish to raise an appropriate issue regarding an employee's legally-protected, employment-related rights.

Concurrently with delivery of the Arbitration Process, Employee was provided an Acknowledgement of Receipt, which she duly executed. The Acknowledgement of Receipt is set forth below in its entirety.

IMPORTANT

ACKNOWLEDGEMENT OF RECEIPT OF MOHELA MANDATORY POLICY ON ALTERNATIVE DISPUTE RESOLUTION/ADR PROCESS

The Alternative Dispute Resolution policy (“Policy”) and its related process offers a quick and fair way to resolve disagreements involving legally-protected, employment-related rights. This Policy contains the rules and procedures MOHELA and its employees covered under this Policy must follow to resolve any covered claims through arbitration. This Policy does not waive any covered employee's substantive legal rights, nor does this Policy create or destroy any rights. It merely changes the forum where the dispute is resolved and the procedures to be followed. This Policy does not prevent an employee from filing a charge with an administrative agency like the Equal Employment Opportunity Commission, or the Missouri Commission on Human Rights. However this policy must also be followed by employees.

Effective June 1, 2015, all employees of MOHELA, its affiliates and subsidiaries shall be subject to the Mandatory Alternative Dispute Resolution/ADR Process Policy, a copy of which I acknowledge receiving. Employees are deemed to have agreed to the provisions of the Policy by virtue of accepting employment with the MOHELA and/or continuing employment with the MOHELA.

Employees are bound by the Policy even if they do not sign this Acknowledgment form.

EFFECTIVE on the next day following May 31, 2005, that I perform work for MOHELA, both MOHELA and I shall be entitled to the benefits of and mutually agree to become subject to the Policy attached to and incorporated in this Acknowledgment.

THIS PAGE TO BE SIGNED BY EMPLOYEE

I ACKNOWLEDGE RECEIPT OF THE MANDATORY ALTERNATIVE DISPUTE RESOLUTION/ADR PROCESS POLICY.

(emphasis in original).

The trial court conducted an evidentiary hearing that was not placed on the record or transcribed. Ultimately, the trial court denied Employer's Motion to Compel Arbitration. In so denying Employer's Motion to Compel Arbitration, the trial court's handwritten judgment—drafted by counsel—explained, in relevant part:

Defendant's Motion to Compel Arbitration and to dismiss or stay called [and] argued. The Court denies the Motion, because of Plaintiff's status as an at-will employee rendering MOHELA's promises illusory and continued at-will employment of an at-will employee is insufficient consideration.

This appeal now follows.

II. DISCUSSION

In its sole point on appeal, Employer contends the trial court erred in denying its Motion to Compel Arbitration. In particular, Employer avers that if the trial court had “rigorously” enforced the terms of the ADR Policy, arbitration should have been compelled, because: (1) there existed a valid arbitration agreement, in that the contractual elements of “offer,” “acceptance,” and “consideration” were satisfied; (2) Employee's at-will status did not render Employer's promises to become illusory; and (3) the ADR Policy encompassed all claims in Employee's Petition.

Standard of Review

An appellate court's review of a trial court's denial of a motion to compel arbitration is de novo. Frye v. Speedway Chevrolet Cadillac, 321 S.W.3d 429, 435 (Mo.App.W.D.2010)

; see also

Clemmons v. Kansas City Chiefs Football Club, Inc., 397 S.W.3d 503, 505 (Mo.App.W.D.2013) ( “Whether or not arbitration is properly compelled is a question of law that we review de novo. ”). We will affirm the trial court's judgment if it is cognizable under any theory, regardless of whether the reasons advanced by the trial court are wrong or insufficient. Motormax Fin. Servs. Corp. v. Knight, 474 S.W.3d 164, 168 (Mo.App.E.D.2015). The party seeking to compel arbitration bears the burden of providing the existence of a valid and enforceable arbitration agreement. Jimenez v. Cintas Corp., 475 S.W.3d 679, 683 (Mo.App.E.D.2015).

Analysis

Pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq.

—which governs the ADR Policy at dispute in the instant matter¹ —an arbitration agreement is “valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” 9 U.S.C. § 2 ; see also

Lawrence v. Beverly Manor, 273 S.W.3d 525, 531 (Mo. banc 2009). We recognize and are cognizant of the public policy established under the auspices of the FAA—that is to actively enforce private arbitration agreements. Greenwood v. Sherfield, 895 S.W.2d 169, 173 (Mo.App.S.D.1995) ; Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 24, 111 S.Ct. 1647, 114 L.Ed.2d 26 (1991) (the purpose of the FAA “was to reverse the longstanding judicial hostility to arbitration agreements that had existed at English common law and had been adopted by American courts, and to place arbitration agreements upon the same footing at other contracts”); see also

Swain v. Auto Servs., Inc., 128 S.W.3d 103, 107 (Mo.App.E.D.2003) ( “[I]f a court determines by ordinary rules of contract interpretation that a valid agreement to arbitrate exists and that the dispute falls within the scope of the agreement, then arbitration must be compelled.”).

However, while the FAA frames our examination, prior to a party being compelled to enter arbitration, the trial court is tasked with the duty of determining: first, whether a valid agreement to arbitrate exists as between the parties; second, whether the specific dispute falls under the substantive scope of that arbitration agreement; and third, whether the agreement is subject to revocation under applicable principles of contract law. Dunn Indus. Grp., Inc. v. City of Sugar Creek, 112 S.W.3d 421, 427–28 (Mo. banc 2003)

; see also

Getz Recycling, Inc. v. Watts, 71 S.W.3d 224, 229 (Mo.App.W.D.2002) (“A dispute must be arbitrated if there is a valid agreement to arbitrate and the dispute falls within the scope of that agreement.”); Jimenez, 475 S.W.3d at 683.

The determination of the existence and validity of an arbitration agreement is determined by our courts as guided by the familiar principles of Missouri contract law and canons of contract interpretation. Kohner Props., Inc. v. SPCP Grp. VI, LLC, 408 S.W.3d 336, 342 (Mo.App.E.D.2013)

; see also

Marzette v. Anheuser–Busch, Inc., 371 S.W.3d 49, 52 (Mo.App.E.D.2012) ( “arbitration is a matter of contract, and parties will be compelled to arbitrate their claims only if the arbitration agreement satisfies the essential elements of a valid contract”). Axiomatically, the essential elements of any contract, including one for arbitration, are (1) offer, (2) acceptance, and (3) bargained for consideration. Baker v. Bristol Care, Inc., 450 S.W.3d 770, 774 (Mo. banc 2014) (quoting Johnson v. McDonnell Douglas Corp., 745 S.W.2d 661, 662 (Mo. banc 1988) ).

Accordingly, although employers and employees are authorized to freely enter into arbitration agreements, the validity or invalidity, thereof, hinge upon whether said arbitration agreements reflect “the essential contract elements required under Missouri law.” Whitworth v. McBride & Son Homes, Inc., 344 S.W.3d 730,...