Powell v. United Rentals (N. Am.), Inc., CASE NO. C17-1573JLR

CourtUnited States District Courts. 9th Circuit. United States District Court (Western District of Washington)
Decision Date03 April 2019
Docket NumberCASE NO. C17-1573JLR
PartiesSEAN POWELL, Plaintiff, v. UNITED RENTALS (NORTH AMERICA), INC., Defendant.

SEAN POWELL, Plaintiff,

CASE NO. C17-1573JLR


April 3, 2019



Before the court is Defendant United Rentals (North America), Inc.'s ("United Rentals") motion to compel arbitration. (Mot. (Dkt. # 62).) Plaintiff Sean Powell opposes the motion. (Resp. (Dkt. # 66).) United Rentals filed a reply. (Reply (Dkt. # 68).) The court heard oral argument on March 6, 2019 (see 3/1/19 Order (Dkt. # 69); Min. Entry (Dkt. # 70)), and the parties subsequently submitted supplemental briefing (Pl. Supp. Br. (Dkt. # 71); Def. Supp. Br. (Dkt. # 72); Def. 2d Supp. Br. (Dkt. # 75).)

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The court has considered the motion, the parties' submissions concerning the motion, the relevant portions of the record, and the applicable law. Being fully advised, the court DECLINES to rule on United Rentals' motion to compel arbitration and TRANSFERS this action to the United States District Court for the District of Connecticut.


A. Procedural Background

Former plaintiff Ricardo Castillo filed this putative class and collective action on October 23, 2017, alleging claims under the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq. ("FLSA") and Washington state law. (See Compl. (Dkt. # 1).) On June 19, 2018, Mr. Castillo filed a motion for leave to file a second amended complaint and withdraw as named plaintiff because, "for personal reasons," he could no longer act as a named plaintiff. (Castillo Decl. (Dkt. # 44-4) ¶ 4.) The court granted Mr. Castillo's motion. (Order (Dkt. # 52).) Mr. Powell was then substituted as a named plaintiff and filed second and third amended complaints. (See SAC (Dkt. # 53); TAC (Dkt. # 56).)

B. Factual Background

United Rentals, an equipment rental company, is headquartered in Connecticut and incorporated in Delaware. (TAC ¶ 17; see also Mot. at 2.) Mr. Powell is a Washington State resident who worked as a delivery driver for United Rentals from May 11, 2015, to October 16, 2017, at United Rentals' branches in Seattle, Washington and Woodinville, Washington. (Murphy Decl. (Dkt. # 65) ¶ 3; see also Powell Decl. (Dkt. # 66-1) ¶ 4.) The court outlines United Rentals' application process before describing the arbitration agreement at issue.

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1. Application Process

Mr. Powell applied to work at United Rentals through the company's online application process. (Powell Decl. ¶ 5.) According to United Rentals, at the time Mr. Powell submitted his application, any online applicant would have been required to register for a unique user identification and password. (Mot. at 3; see also Marzulla Decl. (Dkt. # 64) ¶ 5.) Once an applicant created a user ID and password, the applicant would be prompted to "consent to submit all related forms, documents, and information electronically" by way of the applicant's electronic signature. (Marzulla Decl. ¶ 6.) Mr. Powell could not have submitted an online application without consenting to use of his electronic signature. (Id. ¶ 7.)

Mr. Powell's electronic application materials included a one-and-a-half page agreement concerning the arbitration of employment-related claims ("the Agreement"). (Id. ¶ 4, Ex. A ("Agreement").) The employment application software United Rentals used at the time Mr. Powell submitted his application displayed the Agreement "as a standalone document on its own screen." (Marzulla Decl. ¶ 10.) At the top of that page was the following message:


(Agreement.) To proceed with the application process, Mr. Powell would have had to click "Agree" on the page that displayed the Agreement. (Id. at 10.)


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At the end of the electronic application, Mr. Powell was prompted to enter his electronic signature. (Id. ¶ 11.) His signature, as well as a timestamp, was then affixed to each section of his application materials, including the Agreement. (Id.) Mr. Powell does not recall submitting his electronic signature to complete his job application, and he does not recall executing the Agreement. (Powell Decl. ¶¶ 8-9.) However, United Rentals' records show that Mr. Powell electronically signed and submitted his application materials, and that his electronic signature was affixed to the Agreement, on April 24, 2015, at 3:43 p.m. EST. (Marzulla Decl. ¶ 11.)

2. The Agreement

The Agreement provides that it "is governed by the Federal Arbitration Act, to the maximum extent permitted by applicable law." (Agreement § A.) It requires that United Rentals and the applicant-employee "arbitrate any and all disputes, claims, or controversies . . . against the other that could be brought in a court," including claims under the FLSA and related state and local laws. (Id.) The Agreement also includes an express waiver of class, collective, and multi-party actions. (Id. § C.) Further, the Agreement provides that arbitration will occur "at a mutually convenient time and place within 50 miles of the location where [the applicant-employee] last worked . . . for [United Rentals], or such other location as the parties mutually agree." (Id. § D.) Finally, the Agreement includes a clause that vests the District of Connecticut or the state court in Fairfield County, Connecticut with "exclusive jurisdiction" to "interpret[] and enforce[] the terms" of the Agreement. (Id.) Specifically, the Agreement provides:


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The interpretation and enforcement of the terms contained herein, and, if necessary, any request to enforce the decision of the arbitrator, shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and you hereby consent that such courts be granted exclusive jurisdiction for such purpose.


C. United Rentals' Motion to Compel Arbitration

United Rentals moves the court to "enforce" the Agreement by compelling Mr. Powell to arbitrate his claims. (Mot. at 1.) In addition, United Rentals moves to dismiss Mr. Powell's individual claims and the putative class and collective claims as barred by the Agreement. (Id. at 12.) Mr. Powell opposes United Rentals' motion on multiple grounds. As a threshold matter, Mr. Powell argues that, "as a matter of contract, this court is prohibited from hearing" United Rentals' motion because the Agreement expressly provides that only a court in Connecticut may enforce the terms of the Agreement. (Resp. at 5.) In the alternative, Mr. Powell asserts that this court, not an arbitrator, must determine questions of arbitrability. (Id. at 6-7.) Finally, Mr. Powell contends that the Agreement is unenforceable because it is procedurally and substantively unconscionable under Washington law. (Id. at 9-12.)

The court now considers the motion.


A. Legal Standard

The Federal Arbitration Act ("FAA") governs arbitration agreements in any contract affecting interstate commerce. See Circuit City Stores, Inc. v. Adams, 532 U.S.

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105, 119 (2001); 9 U.S.C. § 2. Under the FAA, arbitration agreements "shall be 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. The FAA "reflect[s] both a liberal policy favoring arbitration . . . and the fundamental principle that arbitration is a matter of contract." AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011) (internal quotation marks and citations omitted). "In line with these principles, courts must place arbitration agreements on an equal footing with other contracts . . . and must enforce them according to their terms." Id. (internal quotation marks and citations omitted).

Under the FAA, "[a] party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition any United States district court which, save for such agreement, would have jurisdiction . . . of the subject matter of a suit arising out of the controversy between the parties," for an order compelling arbitration. 9 U.S.C. § 4. On a motion to compel arbitration, the court's role under the FAA is generally "limited to determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue." Chiron Corp. v. Ortho Diagnostic Sys., 207 F.3d 1126, 1130 (9th Cir. 2000).

B. Existence of the Agreement

At the outset, the court notes that, although Mr. Powell argues that the Agreement is "unenforceable" on unconscionability grounds, he does not contest the making or existence of the Agreement. (See Resp. at 1.) Moreover, although Mr. Powell attests that he does not recall executing the Agreement, he does not dispute United Rentals' evidence showing that he was presented with a copy of the Agreement during the online

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application process and that he electronically signed the Agreement on April 24, 2015. (See Powell Decl. ¶¶ 8-9; see also Agreement.) Accordingly, the court finds that there is no genuine dispute that Mr. Powell and United Rentals entered into the Agreement. See Three Valleys Mun. Water Dist. v. E.F. Hutton & Co., Inc., 925 F.2d 1136, 1141 (9th Cir. 1991) ("Only when there is no genuine issue of fact concerning the formation of the [arbitration] agreement should the court decide as a matter of law that the parties did or did not enter into such an agreement.") (quoting Par-Knit Mills, Inc. v. Stockbridge Fabrics Co., 636 F.2d 51, 54 (3d Cir. 1980)).

C. Forum

As a threshold matter, Mr. Powell argues that, "[a]s a matter of contract," the court cannot adjudicate United Rentals' motion to compel arbitration because the Agreement's "the express terms . . . clearly state that only a state or federal...

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