Baier v. Darden Restaurants
2014 Mo. App. LEXIS 188
| Mo. Ct. App. | 2014Background
- Jennifer Baier worked for Darden/Olive Garden (Jan 2011–Jul 2012) and signed three acknowledgments referencing Darden’s Dispute Resolution Process (DRP).
- The First Acknowledgment (Jan 31, 2011) included language that employees and the company would submit eligible disputes to the DRP and a printed line for a “Management Signature,” which Darden did not sign.
- Baier later signed identical acknowledgments at two transfers; the second also lacked a management signature, and the third omitted the management-signature line.
- Baier filed a charge with the Missouri Commission on Human Rights and then sued for sex discrimination/harassment and retaliation under the Missouri Human Rights Act.
- Defendants moved to dismiss or compel arbitration, asserting a binding DRP arbitration agreement formed Jan 31, 2011; the trial court denied the motion and made no factual findings.
- On appeal, the court reviewed de novo but treated factual disputes about formation as for the trial court; it affirmed, concluding the record supports the trial court’s presumed finding that no mutual assent existed because Darden never signed the First Acknowledgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a valid arbitration agreement was formed on Jan 31, 2011 | Baier: No valid bilateral contract because Darden never signed the First Acknowledgment and therefore did not assent | Darden: First Acknowledgment + DRP booklet was an offer; Baier’s signature constituted acceptance and formed a binding bilateral arbitration agreement | Held: Affirmed trial court — record supports finding no mutual assent; no valid arbitration agreement formed |
| Whether an arbitration agreement (if formed) is enforceable (procedural/substantive unconscionability) | Baier: If any agreement existed, it is procedurally/substantively unconscionable | Darden: Agreement is valid and not unconscionable | Held: Not reached — moot because court affirmed on lack-of-formation ground |
Key Cases Cited
- Frye v. Speedway Chevrolet Cadillac, 321 S.W.3d 429 (Mo. App. W.D. 2010) (standards for motion to compel arbitration and framework for analysis)
- Kunzie v. Jack-In-The-Box, Inc., 330 S.W.3d 476 (Mo. App. E.D. 2010) (meeting of the minds requirement for mutual assent)
- Bellemere v. Cable-Dahmer Chevrolet, Inc., 423 S.W.3d 267 (Mo. App. W.D. 2013) (unsigned writing and fact question whether it constitutes a binding contract)
- Ray v. Wooster, 270 S.W.2d 743 (Mo. 1954) (mutuality of remedy doctrine limited to equitable enforcement contexts)