Sniezek v. Kan. City Chiefs Football Club

• Decision Date: 28 May 2013
• Docket Number: No. WD 75206.,WD 75206.
• Citation: 402 S.W.3d 580
• Parties: Brenda SNIEZEK, Respondent, v. KANSAS CITY CHIEFS FOOTBALL CLUB, Appellant, National Football League, Amicus Curiae.
• Court: Missouri Court of Appeals

402 S.W.3d 580

Brenda SNIEZEK, Respondent,

v. KANSAS CITY CHIEFS FOOTBALL CLUB, Appellant,National Football League, Amicus Curiae.

No. WD 75206.

Missouri Court of Appeals,

Western District.

Feb. 26, 2013.

Motion for Rehearing and/or Transfer to Supreme Court Denied March 26, 2013.

Application for Transfer Denied May 28, 2013.

William T. Kilroy and William E. Quirk, Kansas City, MO and Jon R. Dedon, Overland Park, KS, for Appellant.

Dennis W. Egan, Kansas City, MO, for Respondent.

John Hall, Washington, DC, for Amicus Curiae.

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

The Kansas City Chiefs Football Club, Inc., (“Chiefs”) appeal the circuit court's denial of their motion to compel a former employee, Brenda Sniezek, to arbitrate her age discrimination claim against them. The Chiefs contend that a document Sniezek signed on her first day of work is a legally enforceable arbitration agreement. For reasons explained herein, we affirm the court's denial of the motion to compel arbitration.

Factual and Procedural History

Sniezek completed an application for employment with the Chiefs on January 18, 1982, and began working for the organization as an at-will employee on March 8, 1982. On her first day of work, she was given a stack of documents and told to sign them. One of the documents stated:

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.

Sniezek and a witness signed below the Agreement.

Sniezek was employed for almost twenty-nine years until the Chiefs terminated her in January 2011. At that time, she was fifty-one years old and held the position of Community Relations Director. Sniezek subsequently filed a charge of age discrimination against the Chiefs with the Missouri Human Rights Commission. After the Commission issued her a “right to sue” letter, she filed a petition for damages against the Chiefs in the circuit court. Sniezek alleged that the Chiefs discriminated against her based upon her age in violation of the Missouri Human Rights Act.

The Chiefs filed a motion to compel arbitration. The motion alleged that the Agreement Sniezek signed on her first day of work constituted a binding arbitration contract. Sniezek 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.” 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 first point on appeal, the Chiefs contend that the Agreement Sniezek 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 contract exists.” Id. An arbitration agreement is not valid “unless it reflects the essential contract elements required under Missouri law.” Id. The essential elements of a contract are “ ‘offer, acceptance, and bargained for consideration.’ ” Id. (quoting Johnson v. McDonnell Douglas Corp., 745 S.W.2d 661, 662 (Mo. banc 1988)). Consideration “consists either of a promise (to do or refrain from doing something) or the transfer or giving up of something of value to the other party.” Morrow, 273 S.W.3d at 25. The Chiefs assert that the Agreement is supported by two forms of consideration: their mutual promiseto arbitrate and their initial offer of at-will employment to Sniezek.

Mutual Promise to Arbitrate

The Chiefs first contend that the Agreement is supported by their mutual promise to arbitrate any disputes they may have had against Sniezek and to be bound by the Commissioner's decision. “It is an elemental principle of contract law that a contract ‘that contains mutual promises imposing some legal duty or liability on each promisor is supported by sufficient consideration to form a valid, enforceable contract.’ ” Frye, 321 S.W.3d at 438 (citation omitted). Therefore, if a contract contains mutual promises imposing a legal duty or liability “on each party as a promisor to the other party as a promise, the contract is a bilateral contract supported by sufficient consideration.” Id.

The Chiefs assert that the Agreement contains their mutual promise to submit to binding arbitration any claims they may have had against Sniezek. Specifically, they rely upon the second sentence of the Agreement, which states: “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 the Club.” The Chiefs argue that the reference to “all matters in dispute between me and the Club” required them to arbitrate any claims they might have had against Sniezek.

The Chiefs' interpretation is contrary to the plain language of the Agreement. All three sentences of the Agreement contain promises made only by Sniezek. Only Sniezek agreed to comply at all times with and be bound by the constitution and bylaws of the National Football League (“NFL”); only Sniezek agreed that all matters in dispute should be referred to the Commissioner for a binding and conclusive decision; and only Sniezek agreed to release the various listed parties upon the Commissioner's decision. Nowhere did “the Club,” i.e., the Chiefs, agree to do anything. Essentially, the Chiefs are asking us to find that Sniezek could bind the Chiefs, by her signature, to the same promises she made in the Agreement. The plain language of the Agreement contains no promises by the Chiefs.

Nevertheless, the Chiefs and the NFL, as amicus curiae for the Chiefs, assert that the Chiefs' mutual promise to arbitrate is evidenced by the fact that the NFL's constitution and bylaws required them to arbitrate all disputes with their employees, and the constitution and bylaws were incorporated by reference into the Agreement. The mere mention of the NFL's constitution and bylaws in the Agreement, however, did not incorporate the terms of those documents into the Agreement. See Dunn Indus. Group, Inc. v. City of Sugar Creek, 112 S.W.3d 421, 436 (Mo. banc 2003).

Moreover, as noted supra, only Sniezek promised to comply and be bound by the NFL's constitution and bylaws. While the Chiefs' relationship with the NFL may have required them to comply with the NFL's constitution and bylaws, nowhere in the Agreement did the Chiefs promise Sniezek that, in the context of their employment relationship with her, they would comply with the arbitration provision or any other provision in the NFL's constitution and bylaws. Indeed, if the NFL had amended its constitution and bylaws to eliminate the arbitration provision, there is nothing in the plain language of the Agreement that would have required the Chiefs to arbitrate any dispute it might have had with Sniezek. The Agreement does not contain any mutual promises by the Chiefs that constitute sufficient consideration for Sniezek's promise to forgo her right of access to the courts and arbitrate her claims against them.

Initial Offer of At–Will Employment

The Chiefs next contend that Sniezek's promise to arbitrate was made in exchange for their initial offer of...