Williams v. Kemper Corp.
| Decision Date | 17 June 2022 |
| Docket Number | Case No. 3:21-CV-1341-NJR |
| Citation | 608 F.Supp.3d 708 |
| Parties | Carla WILLIAMS, Plaintiff, v. KEMPER CORPORATION, Defendant. |
| Court | U.S. District Court — Southern District of Illinois |
Larry S. Fields, Fields and Associates LLC, St. Louis, MO, for Plaintiff.
Todd M. Church, Littler Mendelson, P.C., Chicago, IL, for Defendant.
Pending before the Court is the Motion to Compel Arbitration and Stay Proceedings filed by Defendant Kemper Corporation. (Doc. 15). Plaintiff Carla Williams opposes the motion. (Doc. 17). For the reasons stated below, the motion is granted, and this matter is stayed pending arbitration.
Plaintiff Carla Williams, an African American woman, was employed as a project manager for Merastar Insurance Company, a subsidiary of Defendant Kemper Corporation ("Kemper"). (Doc. 6). Despite having an exemplary employee record, Williams claims she was treated differently than other employees—namely, those who were non-Black, male, and/or under the age of 40. (Id. ; Doc. 17). Williams alleges she was required to train herself, while her White, male co-workers received company training. (Id. ). Those same co-workers then received a $1,000 training bonus, while Williams was told she did not need any more education. (Id. ). Williams also sought a transfer within the corporation, but her request was denied, despite the fact that similarly situated male, non-Black employees were allowed to transfer freely. (Id. ). In August 2019, Kemper terminated Williams.
On October 27, 2021, Williams filed a complaint against Kemper alleging retaliation, wrongful termination, and sex, race, color, and age discrimination under 42 U.S.C. § 1981, the Fourteenth Amendment to the U.S. Constitution, and Illinois state law. (Id. ). Among other relief, Williams seeks back pay, compensatory damages, punitive damages, and attorney's fees and costs. (Id. ).
In response to Williams's complaint, Kemper has moved to compel arbitration and to stay these proceedings pursuant to the Federal Arbitration Act. (Doc. 15). According to Kemper, Williams voluntarily entered into a valid and enforceable arbitration agreement when she began her employment in 2017. Furthermore, because the arbitration agreement includes a delegation clause, the arbitrator and not the Court must decide whether the arbitration agreement applies to Williams's claims.
In its motion, Kemper asserts that, as a condition of employment, employees of Kemper and its subsidiaries were required to accept the Kemper Arbitration Agreement. (Doc. 15 at p. 2). Employees accessed the agreement on an internal training website called SkillPort. (Doc. 15-1 at 2). Accessing the module and SkillPort required employees to enter their own pre-existing User ID and Password. (Id. ).
On May 18, 2017, Williams accessed and completed the Kemper Arbitration Agreement on SkillPort. (Id. ). Accessing the Kemper Arbitration Agreement module opened a slideshow beginning with instructions that included a link to access and read a PDF copy of the Arbitration Agreement. (Id. ). The instructions stated that Kemper requires all of its employees to submit an Arbitration Agreement. (Id. ). The slideshow then provided the text of each section of the Arbitration Agreement in sequence. (Id. at pp. 2, 13-24). Advancing from one section of the Arbitration Agreement to the next in the slideshow required the employee to click a Continue button, which only appeared on the slide after 30 seconds; advancing the slide reset the 30-second timer for the following slide. (Id. at p. 3). After clicking "Continue" on the final section of the Arbitration Agreement, a slide appeared stating: (Id. at p. 3). The slideshow would advance past that slide only when an employee typed "I Agree" into the dialog box and then clicked "Submit." (Id. ).
After Williams accepted the Arbitration Agreement, a certificate was automatically created for her by the SkillPort system. (Id. at p. 26).
The Arbitration Agreement, in both the PDF version and in the slide show, expressly stated that it "is governed by the Federal Arbitration Act" and "applies to any dispute arising out of or related to Employee's employment or other relationship with Kemper Corporate Services, Merastar Insurance Company," and multiple other affiliates of Kemper. (Id. at pp. 2-3, 16). It further provided: " (Id. at pp. 6, 16) (emphasis added).
Both before and after accessing and completing the Arbitration Agreement module, Williams used the SkillPort website to complete several other modules until her termination. (Id. at ¶ 7).
Williams disputes that she contracted to arbitrate her claims in the first place and additionally argues that the agreement, to the extent there is one, is invalid. (Doc. 17). Thus, before determining whether the Arbitration Agreement applies to Williams's claims or whether that very question itself is delegated to the arbitrator, the Court must first determine whether a valid contract exists. For "[e]ven the most sweeping delegation [clause] cannot send the contract-formation issue to the arbitrator, because, until the court rules that a contract exists, there is simply no agreement to arbitrate." K.F.C. v. Snap Inc. , 29 F.4th 835, 837 (7th Cir. 2022). "But, if there is a contract, then an arbitration clause may delegate all other issues, including defenses, to the arbitrator ...." Id.
State law governs the power to form a contract. K.F.C. v. Snap Inc. , 29 F.4th 835, 837 (7th Cir. 2022). Here, the parties agree that Missouri law applies, and under that state's law, a valid contract requires offer, acceptance, and bargained-for consideration. Baker v. Bristol Care, Inc. , 450 S.W.3d 770, 774 (Mo. banc 2014).
In Missouri, an offer is "the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it." Franklin v. Cracker Barrel Old Country Store , No. 4:17 CV 00289 JMB, 2017 WL 7691757, at *3 (E.D. Mo. Apr. 12, 2017) ).
With regard to arbitration agreements, the use of words such as "contract" or "agreement"—while not essential—can be evidence of an offer to form a contract. Trunnel v. Missouri Higher Educ. Loan Auth. , 635 S.W.3d 193, 201 (Mo. Ct. App. 2021), reh'g and/or transfer denied (Oct. 26, 2021), transfer denied (Dec. 21, 2021); see also Jackson v. Higher Education Loan Authority of Missouri , 497 S.W.3d 283, 289 (Mo. Ct. App. 2016) (). A line for the employee's signature along with a statement that signing the document will manifest the employee's understanding of, and acceptance to be bound by, the arbitration agreement is also evidence of a valid offer. Id. at 202.
Here, Kemper's Arbitration Agreement training module presented a valid offer to enter into a contract. The document itself was called an "Arbitration Agreement," which signifies that the parties would agree to its terms. (Doc. 15-1 at p. 6). The introductory slide of the training module noted that "Kemper requires all of its employees to submit to an Arbitration Agreement," indicating that the offer of employment was conditioned upon the employee's acceptance of the agreement. (Id. at p. 15). It also referenced both the "Employee" and the "Company" as "parties to the arbitration" and explains the responsibilities of each party to the agreement. (Id. at p. 7-9). Finally, the last slide contained an "Acknowledgement Statement," providing: (Id. at p. 23). The employee then had to click "I Agree" to acknowledge his or her agreement. (Id. ). These statements demonstrate Kemper's intent to make an offer that the employee could then accept. Thus, the Court finds that Kemper presented Williams with a valid offer.
Williams argues that she never agreed to arbitrate her claims, noting that Kemper has provided only "what appears to be the equivalent of an online user agreement without Plaintiff's signature, which was sandwiched between a library of self-paced training classes taken by the Plaintiff." (Doc. 17 at p. 2).
In support of its motion, Kemper supplied the Court with a screenshot of the modules completed by Williams, along with her name, email address, access dates, completion dates, scores, and duration. (Doc. 15-1 at p. 11). For the Arbitration Agreement, the exhibit shows that Williams accessed the module at 5:23 p.m. on May 18, 2017, and completed the module at 7:03 p.m. that same day. (Id. ). Kemper also provided a sworn declaration from Anabell Fabian, Senior Manager in Talent Management for Kemper Corporate Services, Inc., which verifies that the screenshot is a true and correct copy of the modules completed by Williams through January 1, 2019. (Id. at p. 2).
Under Missouri law, electronic modes of acceptance are recognized as valid and binding. Missouri has adopted the Uniform Electronic Transactions Act ("UETA"), which defines "electronic signature" as "an electronic sound, symbol, or process...
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