1:21-cv-10377
S.D.N.Y.Apr 1, 2022Background
- Aminoff & Co. LLC (seller) created a Parcel Pro account in 2015 and used Parcel Pro’s online platform to arrange shipments; account creation required checking a box acknowledging Parcel Pro’s Terms and Conditions and Privacy Policy.
- Parcel Pro’s Terms (including an arbitration clause) were presented via the website; customers also saw a notice above the "Get Label" button stating, “By creating this shipping label, you are agreeing to our Terms & Conditions” with a hyperlink.
- In May 2020 Aminoff shipped a watch valued over $100,000 via Parcel Pro (FedEx was the carrier); the watch was never delivered and Aminoff alleges a FedEx employee stole it.
- Aminoff purchased a protection plan (insured by AIG) through Parcel Pro; Aminoff’s insurance claim was denied and Aminoff sued in state court for breach of contract, unjust enrichment, negligence, gross negligence, and replevin.
- Parcel Pro moved to compel arbitration under the FAA, relying on the clickwrap-based assent and an arbitration clause incorporating the AAA Commercial Rules; the court held an evidentiary record and heard argument.
- Court granted Parcel Pro’s motion: found the clickwrap assent valid, delegated arbitrability to the arbitrator (via incorporation of AAA rules), and referred/stayed the dispute with Parcel Pro to arbitration (stay does not apply to FedEx).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Formation/Assent: Did Aminoff agree to arbitrate? | Aminoff says notice was insufficient (text size/location) and later logins did not require assent. | Parcel Pro says Aminoff expressly assented when creating the account (checkbox, typed name/title) and repeatedly accepted terms when creating labels. | Court: Assent proven by clickwrap at account creation and repeated notice when obtaining labels; agreement valid. |
| Scope: Do Aminoff’s claims (including insurance dispute) fall within the arbitration clause? | Aminoff contends the dispute arises under the insurance policy and is not for arbitration. | Parcel Pro points to T&Cs and a Claims Process clause covering disputes with insurance underwriters. | Court: Arbitration clause (and Claims Process) encompasses insurance-related disputes; claims fall within scope. |
| Delegation: Who decides arbitrability—court or arbitrator? | Aminoff implicitly argues court should decide arbitrability. | Parcel Pro points to incorporation of AAA Commercial Rules that empower arbitrator to decide jurisdiction/arbitrability. | Court: Incorporation of AAA Rules is clear and unmistakable evidence delegating arbitrability to arbitrator; arbitrator decides. |
| Remedy/Relief: Should the court compel arbitration or stay/referral given forum clause? | Aminoff opposes arbitration in California or contends court should resolve threshold issues. | Parcel Pro requests arbitration in Los Angeles per clause. | Court: Because arbitration is to occur in California, court referred the dispute to arbitration and stayed the litigation against Parcel Pro (does not compel arbitration in this district). |
Key Cases Cited
- Am. Express Co. v. Italian Colors Rest., 570 U.S. 228 (enforce arbitration agreements according to their terms)
- AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (FAA preempts state rules that interfere with arbitration)
- Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (strong federal policy favoring arbitration)
- AT&T Techs., Inc. v. Communications Workers of Am., 475 U.S. 643 (arbitrability should be compelled unless clause clearly does not cover dispute)
- Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (courts must enforce clear delegation to arbitrators)
- Contec Corp. v. Remote Solution, Co., 398 F.3d 205 (incorporation of AAA rules can be clear delegation of arbitrability)
- Bell v. Cendant Corp., 293 F.3d 563 (apply state contract law to determine formation; doubts resolved for arbitration)
- Myer v. Uber Techs., Inc., 868 F.3d 66 (design/content of interface controls web-based assent; clickwrap enforceable)
- Nicosia v. Amazon.com, Inc., 834 F.3d 220 (web-based contract assent assessed under interface design and inquiry notice principles)
- Starke v. SquareTrade, Inc., 913 F.3d 279 (binding offeree who is on inquiry notice; term obviousness and attention)
- Laumann v. N.H.L., 989 F. Supp. 2d 329 (if legitimate dispute over scope, arbitrability referred to arbitrator)