Hojnowski v. Buffalo Bills, Inc.
995 F. Supp. 2d 232
W.D.N.Y.2014Background
- Plaintiff David Hojnowski worked for the Buffalo Bills from 1975 through 2012 under sequential short-term employment contracts; his last contract (Feb. 15, 2011) ran March 1, 2011–Feb. 28, 2013 and contained an arbitration clause (Section 12) naming the NFL Commissioner for binding arbitration.
- Hojnowski was terminated on September 5, 2012, but paid through the contract term; he filed suit in federal court alleging ADEA, NYSHRL, and ERISA claims.
- Defendant Bills moved to dismiss and compel arbitration under the Federal Arbitration Act (FAA) relying on the signed employment agreement.
- The parties agree New York law governs contract formation; Hojnowski does not dispute he signed the agreement but argues no enforceable arbitration agreement exists because the NFL’s procedural rules were not attached or explicitly referenced.
- Court considered whether (1) there was a valid agreement to arbitrate, (2) scope of the agreement, and (3) whether statutory claims were nonarbitrable; only the first was materially contested.
- Court found the arbitration clause valid and enforceable, declined to void it as unconscionable, and ordered the parties to arbitrate and closed the case.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of valid arbitration agreement | Agreement is unenforceable because essential arbitration procedures/rules were not included or referenced, so no meeting of the minds | Signed contract clearly requires arbitration before the NFL Commissioner; Commissioner had established rules even if not attached | Valid arbitration agreement exists; missing procedural rules do not void the agreement |
| Incorporation of arbitration rules | Absence of attached rules means essential terms missing | Rules are procedural, not material, and knowledge of existing NFL rules can be imputed to Hojnowski | Court treats the NFL rules as sufficiently incorporated or imputed and not material to formation |
| Procedural unconscionability | Agreement procedurally unconscionable because employee lacked meaningful choice and was not given rules | Plaintiff negotiated salary, had opportunity to review terms; mere unequal bargaining power insufficient | No procedural unconscionability found |
| Substantive unconscionability / impartiality of arbitrator | NFL Commissioner is not impartial (elected by member teams including the Bills); limits on discovery and forum are unfair | Arbitration is a contractual forum choice; challenges to arbitrator qualifications generally addressed after arbitration | No substantive unconscionability found; court rejects pre-arbitration attack on arbitrator impartiality and enforces clause |
Key Cases Cited
- Hartford Accident & Indemnity Co. v. Swiss Reinsurance Am. Corp., 246 F.3d 219 (2d Cir. 2001) (FAA favors arbitration; two-step arbitrability inquiry)
- Bensadoun v. Jobe‑Riat, 316 F.3d 171 (2d Cir. 2003) (standard for motions to compel arbitration akin to summary judgment)
- Stolt‑Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (U.S. 2010) (arbitration is a matter of consent; cannot compel absent contractual basis)
- Schurr v. Austin Galleries of Ill., 719 F.2d 571 (2d Cir. 1983) (contract enforceability requires meeting of the minds on essential terms)
- Gold v. Deutsche Aktiengesellschaft, 365 F.3d 144 (2d Cir. 2004) (court refused to invalidate arbitration agreement for failure to provide incorporated arbitration rules where incorporation was clear)
- Tarulli v. Circuit City Stores, Inc., 333 F. Supp. 2d 151 (S.D.N.Y. 2004) (upheld arbitration agreement where employee signed but did not receive procedural rules)
- Aviall, Inc. v. Ryder Sys., Inc., 110 F.3d 892 (2d Cir. 1997) (attack on arbitrator qualifications usually not entertained until after arbitration and award)
- Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20 (U.S. 1991) (mere inequality in bargaining power does not render arbitration agreements unenforceable)