478 S.W.3d 423
Mo. Ct. App.2015Background
- Plaintiff Antonio Bowers worked for Plaza Lexus as a service porter starting December 16, 2010.
- On his first day, Plaintiff signed an Agreement to Arbitrate and an Acknowledgment, with no management signature on the Agreement.
- Arbitration Rules referenced in the Agreement allowed the Company to modify rules with 30 days' notice and a means to opt out.
- The Acknowledgment stated the Company could change terms without Plaintiff’s consent and that the Handbook and Rules did not create an employment contract.
- Plaintiff resigned in August 2013 and filed a Missouri HR Commission claim; he then sued for race discrimination under the Missouri Human Rights Act.
- Defendants moved to stay proceedings and compel arbitration, arguing the Agreement was valid and enforceable.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is there a valid arbitration agreement requiring arbitration of the claims? | Agreement lacks unequivocal acceptance and consideration. | Agreement is valid; incorporation of Rules binds Plaintiff to arbitration. | No valid agreement; consideration illusory due to unilateral Rule modification |
| Are the Arbitration Rules incorporated into the Agreement sufficiently to form a contract? | Rules are not incorporated, so no contract formation. | Arbitration Rules expressly incorporated; read with Agreement. | Rules incorporated, but still illusory due to unilateral modification |
Key Cases Cited
- Baker v. Bristol Care, Inc., 450 S.W.3d 770 (Mo. banc 2014) (illusory arbitration promises negate consideration)
- Sniezek v. Kansas City Chiefs Football Club, 402 S.W.3d 580 (Mo.App.W.D. 2013) (incorporation and consideration standards for arbitration)
- Whitworth v. McBride & Son Homes, Inc., 344 S.W.3d 730 (Mo.App.W.D. 2011) (contract formation when arbitration agreement references arbitration rules)