Dish Network L.L.C. v. Ray
900 F.3d 1240
10th Cir.2018Background
- Matthew Ray, a former DISH sales associate, signed a DISH-drafted arbitration agreement requiring arbitration of employment-related disputes under the AAA Employment Rules.
- Ray sued asserting FLSA, Colorado wage claims, and breach of contract; DISH moved to compel arbitration; Ray dismissed and proceeded at AAA, seeking class and collective treatment of his claims.
- The arbitrator (Clause Construction Award) concluded he had authority to decide arbitrability and found the agreement permitted collective/class proceedings for the FLSA and, after applying contra proferentem, for the state-law claims.
- DISH petitioned the district court to vacate the arbitrator’s clause-construction award; the district court denied the petition, finding clear-and-unmistakable delegation to the arbitrator and no manifest disregard of law.
- The Tenth Circuit affirmed, holding incorporation of the AAA Employment Rules plus broad arbitration language constituted clear and unmistakable delegation of arbitrability issues to the arbitrator and that the arbitrator did not manifestly disregard the law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether class/collective arbitration availability is a gateway arbitrability question for courts | Ray: If parties clearly delegated arbitrability, arbitrator decides regardless of gateway label | DISH: Classwide arbitrability is a gateway issue courts must decide; arbitrator exceeded authority | Court assumed without deciding it may be a gateway issue but found delegation was clear and unmistakable, so arbitrator decided it |
| Whether the arbitration agreement clearly and unmistakably delegates questions of arbitrability to the arbitrator | Ray: Broad clause + incorporation of AAA Rules (Rule 6(a)) shows clear delegation | DISH: Delegation must be more explicit for classwide issues; cite circuits requiring express language | Held: Incorporation of AAA Rules into broad agreement satisfies clear-and-unmistakable standard under Tenth Circuit and Colorado law |
| Whether the arbitrator manifestly disregarded law (including Stolt‑Nielsen and Colorado precedent) | Ray: Arbitrator construed contract and applied relevant legal principles; no manifest disregard | DISH: Arbitrator ignored Stolt‑Nielsen and Medina and imposed class arbitration improperly | Held: Arbitrator construed the contract (unlike Stolt‑Nielsen); his interpretation stands absent manifest disregard; Medina distinguishable; no vacatur |
| Whether contra proferentem could resolve ambiguity in favor of employee | Ray: Ambiguities should be construed against drafter (DISH) | DISH: Ambiguities do not authorize class arbitration absent explicit consent | Held: Arbitrator permissibly applied contra proferentem to resolve close doubts in favor of class/collective arbitration for state claims |
Key Cases Cited
- Green Tree Fin. Corp. v. Bazzle, 539 U.S. 444 (plurality) (discussing whether class arbitration is a procedural question for arbitrators)
- Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (2002) (distinguishing arbitrability from procedural questions)
- AT&T Techs., Inc. v. Communications Workers of America, 475 U.S. 643 (1986) (courts decide arbitrability absent clear delegation)
- Stolt‑Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662 (2010) (arbitrators may exceed authority by imposing class arbitration without contract basis)
- Oxford Health Plans LLC v. Sutter, 569 U.S. 564 (2013) (defer to arbitrator’s contract interpretation unless it exceeds delegated authority)
- AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) (effects of class arbitration on arbitration’s benefits; preemption of state rule interfering with arbitration)
- Belnap v. Iasis Healthcare, 844 F.3d 1272 (10th Cir. 2017) (incorporation of JAMS rules constituted clear and unmistakable delegation of arbitrability)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (standard for who decides arbitrability tied to parties’ agreement)
- Riley Mfg. Co. v. Anchor Glass Container Corp., 157 F.3d 775 (10th Cir. 1998) (prior Tenth Circuit decision on clear-and-unmistakable evidence under different facts)