CRISTINA AGUIRRE v. CONDUENT PATIENT ACCESS SOLUTIONS, LLC (L-0075-21, CAMDEN COUNTY AND STATEWIDE)
A-3542-20
| N.J. Super. Ct. App. Div. | Mar 28, 2022Background
- Cristina Aguirre applied for and accepted employment with Conduent via an online process and electronically acknowledged Conduent’s Dispute Resolution Plan (DR Plan) as a condition of employment.
- The 17‑page DR Plan governed employment disputes, applied FAA law, defined "Dispute" to include statutory discrimination claims, and expressly required final, binding arbitration for all employment‑related claims, including LAD claims.
- After agreeing to the DR Plan, Conduent sent Aguirre a New Jersey Pay Equality Notice explaining LAD claims "can be filed . . . directly in court;" Aguirre acknowledged receipt. She later was terminated and sued in state court asserting LAD and FLA claims.
- The trial court denied Conduent’s motion to compel arbitration, finding the multiple documents (including the Notice) made the agreement confusing and that the Notice contradicted the DR Plan by preserving the right to sue in court.
- The Appellate Division reversed: it held the DR Plan was a valid, enforceable arbitration agreement, that the DR Plan delegated arbitrability questions to the arbitrator (including whether the Notice removed LAD claims from arbitration), and that the FAA preempts N.J.S.A. 10:5‑12.7 when applied to agreements governed by the FAA.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of DR Plan (mutual assent) | Aguirre: multiple documents made the arbitration agreement confusing and not a clear waiver. | Conduent: Aguirre received, reviewed, and electronically acknowledged the DR Plan; assent was valid and supported by consideration. | DR Plan enforceable — electronic presentation and explicit acknowledgements established mutual assent. |
| Effect of NJ Pay Equality Notice on waiver of LAD claims (scope) | Aguirre: Notice stated LAD claims can be filed in court, so LAD claims were not waived; Notice modified/superseded DR Plan. | Conduent: DR Plan already covered statutory discrimination claims; Notice did not change scope. | Whether the Notice removed LAD claims from arbitration is an issue of scope; DR Plan delegated such arbitrability questions to the arbitrator. |
| Delegation of arbitrability questions | Aguirre: Court should decide scope because Notice creates a statutory right that cannot be waived. | Conduent: DR Plan expressly delegates interpretation/applicability/enforceability/scope questions to the arbitrator. | DR Plan contains clear and unmistakable delegation; arbitrator decides whether LAD claims are excluded. |
| Preemption of 2019 LAD amendment (N.J.S.A. 10:5‑12.7) by FAA | Aguirre: The LAD amendment forbids prospective waivers of statutory rights, so arbitration provision is unenforceable as to LAD. | Conduent: FAA preempts state law to the extent it invalidates arbitration agreements governed by FAA. | FAA preempts Section 12.7 when applied to agreements governed by the FAA; arbitration is required and the court action must be stayed. |
Key Cases Cited
- Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (arbitration is a matter of contract; FAA places arbitration agreements on equal footing)
- Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (parties can delegate arbitrability questions to the arbitrator; courts must enforce clear delegation)
- Skuse v. Pfizer, Inc., 244 N.J. 30 (electronic agreements to arbitrate enforceable if terms are reviewable and clear)
- Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430 (arbitration agreements must reflect clear, mutual assent and identify waived legal rights)
- Martindale v. Sandvik, Inc., 173 N.J. 76 (employees can waive statutory claims by agreeing to arbitrate; continued employment can be sufficient consideration)
- Goffe v. Foulke Mgmt. Corp., 238 N.J. 191 (standards for reviewing arbitration agreement enforceability)
- MZM Constr. Co. v. N.J. Bldg. Laborers Statewide Benefit Funds, 974 F.3d 386 (discusses courts' role in deciding delegation and arbitrability questions)
- Morgan v. Sanford Brown Inst., 225 N.J. 289 (no magical language needed to waive rights via arbitration agreement)