270 A.3d 1088
N.J. Super. Ct. App. Div.2022Background
- Antonucci was employed (hired 2010; employer later became Curvature). In October 2019 Curvature sent an electronic Employee Handbook that included an Arbitration Agreement provision.
- The Arbitration Agreement required binding AAA arbitration for all employment disputes, expressly including statutory discrimination claims, and stated continued employment constituted acceptance if the employee did not sign.
- Antonucci reviewed the Handbook online, clicked an “I Accept” acknowledgement, but did not sign the arbitration page. He was terminated May 31, 2020.
- Antonucci filed a LAD discrimination/wrongful-termination suit in September 2020. Defendants moved to compel arbitration; the trial court compelled arbitration and dismissed the complaint with prejudice.
- On appeal Antonucci challenged (1) whether he assented to the Arbitration Agreement and (2) whether the FAA pre-empts N.J.S.A. 10:5-12.7 (2019 LAD amendment prohibiting prospective waivers of procedural or substantive LAD rights).
- The Appellate Division held the arbitration agreement binding and that the FAA pre-empts Section 12.7 as applied to FAA-governed arbitration agreements, but vacated the dismissal-with-prejudice and remanded to enter an order compelling arbitration and staying the court action pending arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Antonucci agreed to arbitrate | Antonucci argues he did not sign the agreement and thus did not assent | Curvature argues electronic delivery, review, and an "I Accept" acknowledgement plus notice that continued employment constitutes acceptance sufficed | Court: Assent found; electronic notice + review + continued employment/acknowledgement is valid mutual assent and consideration |
| Whether FAA pre-empts N.J.S.A. 10:5-12.7 (LAD §12.7) | Antonucci contends Section 12.7 (bar on prospective waivers of LAD rights) invalidates the pre-dispute arbitration clause | Curvature argues FAA pre-empts any state law that prohibits or disfavors arbitration agreements | Court: FAA pre-empts Section 12.7 as applied to agreements governed by the FAA because §12.7 effectively singles out/arbitration-disfavors and would frustrate FAA's purpose; but §12.7 still applies to provisions that waive substantive LAD rights (e.g., shortening statute of limitations) |
Key Cases Cited
- Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (establishes arbitration is contractual and FAA places arbitration agreements on equal footing)
- AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (state laws that prohibit arbitration or disfavor arbitration are pre-empted by the FAA)
- Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 137 S. Ct. 1421 (FAA displaces rules that covertly achieve the same objective as singling out arbitration)
- Skuse v. Pfizer, Inc., 244 N.J. 30 (NJ Supreme Court: electronic notice, training modules, and continued employment can constitute valid assent to arbitration)
- Martindale v. Sandvik, Inc., 173 N.J. 76 (continued employment can constitute sufficient consideration for employment-related agreements)
- Rodriguez v. Raymours Furniture Co., 225 N.J. 343 (LAD’s role and that parties may agree to arbitrate statutory LAD claims)
- Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (delegation clauses regarding arbitrability are enforceable under the FAA)
- Marmet Health Care Ctr., Inc. v. Brown, 565 U.S. 530 (FAA pre-empts state rules that categorically prohibit arbitration of certain claims)