959 F.3d 590
3rd Cir.2020Background
- Seven plaintiffs rented cars from Payless/Avis in 2016 (six U.S. rentals, one in Costa Rica). U.S. renters signed one-page rental agreements at the counter; associates later folded those into a multi-page "rental jacket" kept behind the counter that contained a printed arbitration clause. Plaintiffs did not see or discuss the jacket before signing.
- Lee (Costa Rica) signed the front of a two-sided single-page agreement; the back contained an arbitration clause and a separate signature line she did not sign; video evidence was ambiguous about whether the associate pointed out the back.
- Five plaintiffs booked rentals through third-party travel sites (Expedia, Hotwire, Priceline), each site having terms of use with arbitration clauses.
- Defendants moved to compel arbitration; the District Court (after targeted discovery) denied the motion as to the U.S. Agreements (no assent/incorporation), denied summary judgment to compel arbitration for Lee (factual dispute on notice), and declined to decide website-based arbitration because Defendants failed to authenticate website screenshots.
- The Third Circuit considered whether it had interlocutory jurisdiction under the FAA and, on the merits, affirmed the District Court: rental jackets were not incorporated; Lee’s assent was a factual question; and website evidence was unauthenticated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the rental jacket (containing arbitration clause) was incorporated into the one‑page U.S. Agreement | Plaintiffs: No assent; jacket not described or shown; no reasonable notice | Defendants: U.S. Agreement referenced the "rental jacket," so jacket terms incorporated | Held: Not incorporated — reference not specific enough and plaintiffs had no knowledge before signing |
| Same incorporation question under Florida law (for two plaintiffs) | Plaintiffs: Same lack of sufficient description/notice | Defendants: Florida's incorporation standard more lenient; reference suffices | Held: Not incorporated under Florida law either — jacket not sufficiently described or made available |
| Whether Lee (Costa Rica) agreed to arbitrate based on the two‑sided form | Lee: Only signed front; front did not direct attention to back; no reasonable notice of arbitration clause | Defendants: Two‑sided document; language above signature binds to "terms and conditions" so arbitration is included | Held: Genuine factual dispute exists whether Lee had reasonable notice — summary judgment to compel arbitration denied |
| Whether Plaintiffs who booked online assented to websites' arbitration clauses | Plaintiffs: Defendants failed to authenticate screenshots; cannot show assent | Defendants: Provided screenshots and a certification tying sites to accounts | Held: District Court properly excluded unauthenticated 2017 screenshots; record insufficient to find assent — no arbitration compelled |
Key Cases Cited
- Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (FAA places arbitration agreements on equal footing with other contracts)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (state contract law governs whether parties agreed to arbitrate)
- Sandvik A.B. v. Advent Int'l Corp., 220 F.3d 99 (3d Cir. 2000) (orders denying motions to compel arbitration are appealable under 9 U.S.C. § 16)
- Devon Robotics, LLC v. DeViedma, 798 F.3d 136 (3d Cir. 2015) (distinguishing denials of summary judgment from denials of motions to compel arbitration for § 16 jurisdiction)
- Guidotti v. Legal Helpers Debt Resolution, 716 F.3d 764 (3d Cir. 2013) (limited discovery on arbitrability followed by renewed motion judged under summary judgment standard)
- Quilloin v. Tenet HealthSystem Phila., Inc., 673 F.3d 221 (3d Cir. 2012) (appealability of orders denying arbitration even if without prejudice)
- James v. Global TelLink Corp., 852 F.3d 262 (3d Cir. 2017) (party cannot be required to arbitrate without assent; online notice depends on conspicuousness)
- Alpert v. Quinn, 983 A.2d 604 (N.J. Super. Ct. App. Div. 2009) (incorporation by reference requires identification beyond doubt and assent to incorporated terms)
- Morgan v. Sanford Brown Institute, 137 A.3d 1168 (N.J. 2016) (mutual assent and meeting of the minds required for enforceable agreement)