Buzzfeed Media Enterprises, Inc. v. Hannah Anderson, C.A. No. 2023-0377-MTZ

Background

Old BuzzFeed, Inc. (OldCo) employed 91 former employees who signed employment agreements (EAs) containing mandatory arbitration clauses referring to the AAA Employment Arbitration Rules; most EAs (2011–2016) expressly mentioned stock-option disputes.
Three types of Stock Option / Stock Option Agreements (OAs) exist (2008, Jan. 2015, Nov. 2015); some OAs contain forum-selection clauses or integration clauses and do not uniformly provide for arbitration.
OldCo merged into a Parent and the surviving operating entity was renamed BuzzFeed Media Enterprises, Inc. (BME), which assumed OldCo’s liabilities and is treated as successor in interest.
The Employees filed mass AAA arbitrations alleging damages from the merger/IPO based on their EAs; BME filed this Chancery action seeking a declaration and injunction that the Employees may not arbitrate claims against BME.
The Court previously (BuzzFeed I) held certain defendants (non‑signatories) were not bound by the EAs; here 85 Employees produced EAs (EA Defendants) and 6 did not (Six Employees).
Motions: Employees moved to dismiss under Chancery Rule 12(b)(1) (defer to arbitrator); BME moved for summary judgment as to the Six Employees and argued other grounds to retain judicial determination of arbitrability.

Issues

Issue	Plaintiff's Argument (BME)	Defendant's Argument (Employees)	Held
1. Whether the EAs clearly and unmistakably delegate substantive arbitrability to an arbitrator	EAs’ carveouts and text foreclose delegation; Court should decide arbitrability	EAs incorporate AAA rules and broadly submit "any and all" employment disputes, so delegation is clear	Delegation to arbitrator upheld; carveouts are not broad/substantial enough to overcome presumption of delegation (dismissal granted for EA Defendants)
2. Whether incorporation of AAA rules permits mass claims arbitration and delegation of mass‑arbitrability	No specific assent to AAA supplementary Mass Claims Rules exists; mass arbitration requires explicit delegation	Incorporation of AAA rules includes applicable supplementary rules in effect when demand filed; mass claims issues are for arbitrator	Incorporation includes AAA supplementary rules; mass claims questions are delegated and may be for arbitrator (no extra specificity required)
3. Whether OAs or Parent charter displace the EAs so the Court must decide arbitrability	OAs’ integration clauses or Parent charter alter governance of stock claims and raise formation/applicability issues courts must decide	Claims in the arbitration invoke only EAs; any dispute over whether other agreements govern is a merits/substantive arbitrability question for arbitrator	BME’s argument is a substantive arbitrability issue for the arbitrator; court refuses to recast the petitions and declines to decide that question now
4. Whether six Employees who did not produce signed EAs have shown an agreement to arbitrate	BME: Six Employees produced no arbitration agreement; court should enjoin arbitration as to them	Six Employees: parol evidence and course of dealing presume identical EAs; dismissal in favor of arbitration appropriate	Denied for Six Employees — they failed to prove by clear and convincing evidence existence of arbitration agreements at this stage; but summary judgment for BME is denied because factual development may show agreements exist

Key Cases Cited

James & Jackson, LLC v. Willie Gary, LLC, 906 A.2d 76 (Del. 2006) (establishes clear‑and‑unmistakable test for delegating arbitrability)
Fairstead Capital Mgmt. LLC v. Blodgett, 288 A.3d 729 (Del. Ch. 2023) (court decides contract‑formation issues before deferring arbitrability)
Stolt‑Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (class‑action arbitration cannot be imposed absent contractual basis)
AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) (addresses limits and enforceability of arbitration agreements)
Chesapeake Appalachia, LLC v. Scout Petroleum, LLC, 809 F.3d 746 (3d Cir. 2016) (Third Circuit requires stronger evidence to delegate class arbitration)
JPay, Inc. v. Kobel, 904 F.3d 923 (11th Cir. 2018) (discusses delegation and circuit split on class arbitration delegation)
Field Intelligence, Inc. v. Xylem Dewatering Sols. Inc., 49 F.4th 351 (3d Cir. 2022) (court must resolve whether later contract supersedes earlier arbitration agreement)
Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (distinguishes challenges to arbitration clause vs. whole contract)