74 F.4th 795
6th Cir.2023Background
- Bazemore, a Papa John’s delivery driver in Kentucky, sued under the FLSA alleging under-reimbursed vehicle expenses reduced his pay below minimum wage.
- Papa John’s moved to compel arbitration, submitting a declaration and an e-Forms record showing an arbitration agreement electronically signed (UserID 467073) on October 10, 2019.
- Bazemore submitted a sworn declaration denying he had ever seen or heard of the agreement, alleging his login credentials were derived from his application and that managers sometimes logged in on behalf of drivers.
- Bazemore sought targeted discovery to test whether he actually signed; the district court denied discovery, found his denial a “convenient lapse in memory,” and compelled arbitration.
- The Sixth Circuit reviewed de novo, applied Kentucky law on electronic signatures, and held Bazemore’s sworn statement created a genuine issue of material fact about whether he signed the agreement, warranting reversal and remand.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a genuine issue exists that Bazemore assented/signed the arbitration agreement | Bazemore swore he never saw or heard of the agreement; manager logins and fabricated credentials make the signature suspect | Papa John’s pointed to e-Forms audit showing Bazemore’s name and UserID entry as proof of assent | The court held Bazemore’s sworn denial created a genuine issue of material fact; case cannot be decided as a matter of law and must proceed further |
| Who bears the burden to prove an arbitration agreement exists on a motion to compel | Bazemore argued Papa John’s must prove the agreement exists | Papa John’s treated Bazemore as bearing ultimate burden to show he didn’t sign | The court reaffirmed that the party seeking arbitration (Papa John’s) bears the burden to prove the agreement exists |
| Whether continued employment after suit constitutes assent to arbitrate | Bazemore: continued work while contesting arbitration does not show assent; he had no reason to think his employment would be interpreted as acceptance | Papa John’s: Bazemore’s continued employment indicates assent to the agreement once he learned of it | The court rejected Papa John’s: conduct does not show assent unless the actor has reason to know the other party would infer assent; Bazemore had no such reason |
| Denial of targeted discovery about the signature process | Bazemore sought targeted discovery to test the e-Form signature and login evidence | Papa John’s argued the e-Form record resolved the issue | The court found the denial improper insofar as a genuine factual dispute existed and reversed the grant of the motion to compel, remanding for further proceedings |
Key Cases Cited
- Boykin v. Family Dollar Stores of Michigan, LLC, 3 F.4th 832 (6th Cir. 2021) (standards for compelling arbitration and summary-trial-type review)
- Richmond Health Facilities v. Nichols, 811 F.3d 192 (6th Cir. 2016) (party seeking arbitration must prove an agreement exists)
- Furtula v. University of Kentucky, 438 S.W.3d 303 (Ky. 2014) (contract formation requires intentional manifestation of assent)
- Friedmann v. Jefferson County Board of Education, 647 S.W.3d 181 (Ky. 2022) (electronic signature valid only if made by action of the person it purports to represent)
- Ciminillo v. Streicher, 434 F.3d 461 (6th Cir. 2006) (summary-judgment principles on disputed factual issues)
- Nestle Waters N. Am., Inc. v. Bollman, 505 F.3d 498 (6th Cir. 2007) (arbitration is a matter of consent, not coercion)
- Clark v. Brewer, 329 S.W.2d 384 (Ky. 1959) (electronic signature may demonstrate assent when validly executed)