36 F.4th 45
2d Cir.2022Background
- Barrows worked at a Chili’s restaurant acquired by Brinker; she sued Brinker alleging wage-and-hour and related claims after her 2019 separation.
- Brinker moved to dismiss and to compel arbitration, submitting electronic arbitration agreements that purportedly bore Barrows’s Taleo electronic signature, plus an IP address log and timesheets showing execution at the restaurant on a day Barrows worked.
- Brinker submitted declarations from managers describing the Taleo onboarding process, password procedures, and that managers did not sign onboarding forms for employees.
- Barrows submitted a sworn affidavit denying she ever electronically signed or saw the arbitration agreement, used employer computers, had Taleo credentials, or received notice of the agreement; she noted she completed hiring paperwork by hand.
- The district court granted Brinker’s motion, finding Barrows’s affidavit insufficient to create a triable issue; the Second Circuit vacated and remanded, holding the court erred in discounting her sworn denial and that a triable issue exists about formation/notice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Authenticity / formation of arbitration agreement | Barrows: she never signed or saw the electronic agreement; affidavit denies execution | Brinker: produced electronic agreement with apparent e-signature, IP/time logs, and onboarding records showing execution from restaurant computer | The court: Barrows’s detailed sworn denial is "some evidence" creating a triable issue about whether she agreed to arbitrate; reversed dismissal and compelled-arbitration order |
| Sufficiency of plaintiff’s sworn denial (self‑serving affidavit) | Barrows: her affidavit is admissible, specific, and not blatantly contradicted; can alone defeat motion to compel | Brinker: affidavit is self‑serving and insufficient without corroboration | The court: affidavits can suffice; district court erred to disregard Barrows’s sworn statements; credibility is for trial |
| Weight of IP address/timesheet and managers’ declarations | Barrows: IP/timesheet and manager testimony do not prove she personally signed; such evidence could support alternative inference that employer agents signed | Brinker: IP/timesheet and declarations show secure Taleo process and that employee executed forms | The court: those facts do not conclusively rebut Barrows’s affidavit; inferences must be drawn for nonmovant at this stage, creating a factual dispute |
| Implied‑in‑fact assent via continued employment / notice | Barrows: she had no notice and denied receipt; Taleo notice itself was signed via the same disputed electronic signature | Brinker: continued employment and availability of handbook/intranet suffice to manifest assent | The court: implied‑assent doctrine requires evidence of actual notice; here record lacks independent proof Barrows received notice, so triable issue remains |
Key Cases Cited
- Meyer v. Uber Techs., Inc., 868 F.3d 66 (2d Cir.) (standard of review for arbitration‑compel orders)
- Nicosia v. Amazon.com, Inc., 834 F.3d 220 (2d Cir.) (consideration of affidavits and summary‑judgment‑like review on motions to compel)
- Danzer v. Norden Sys., Inc., 151 F.3d 50 (2d Cir.) (nonmovant affidavits can suffice to defeat summary judgment/motion to compel)
- Interocean Shipping Co. v. Nat’l Shipping & Trading Corp., 462 F.2d 673 (2d Cir.) (nonmovant must substantiate an unequivocal denial)
- Scott v. Harris, 550 U.S. 372 (U.S.) (blatant contradiction by record can render affidavit insufficient)
- Opals on Ice Lingerie v. Bodylines Inc., 320 F.3d 362 (2d Cir.) (no special solicitude for arbitration‑formation questions)
- Boykin v. Family Dollar Stores of Mich., LLC, 3 F.4th 832 (6th Cir.) (sworn denial can create a genuine factual dispute avoiding compelled arbitration)