Jackson v. Royal Caribbean Cruises, Ltd., 389 F. Supp. 3d 431

Background

Jackson (plaintiff) reserved a large group of cabins from Royal Caribbean (defendant) via phone; he paid deposits and received automated emails with attachments (invoices, confirmations, group agreements) after booking.
Attachments and invoices contained language referencing Royal Caribbean’s online Cruise/Cruisetour Ticket Contract, which includes a broad arbitration clause.
Jackson never signed the Group Agreement forms that expressly requested signature and returned by specific dates; he asserts the only binding agreement was an oral deal with sales staff (discounted rate, deposit, payment deadline, penalty-free cancellation ~90 days out).
Royal Caribbean moved to compel arbitration relying on the Ticket Contract; Jackson moved for partial summary judgment on contract claims and attorneys’ fees.
Magistrate Judge recommended denying both the motion to compel arbitration and Jackson’s partial summary judgment motion; District Judge adopted and entered orders denying both motions.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether there is a valid agreement to arbitrate	Jackson says no — he contracted orally with sales rep, never saw or signed Ticket Contract or Group Agreement	Royal Caribbean says invoices and confirmations referencing the online Ticket Contract put Jackson on notice and show assent	Denied motion to compel: genuine fact issues exist about notice and assent; no undisputed agreement to arbitrate shown
Whether Plaintiff had reasonable notice of arbitration terms	Jackson contends emailed attachments and website link were insufficient notice; he never viewed contract	Royal Caribbean contends emailed invoices and website link ("Cruise Contract") gave fair opportunity to review terms	Court: reference submerged in attachments and not reasonably prominent; reasonable-notice disputed
Whether Plaintiff manifested assent (express or implied) to the Ticket Contract	Jackson points to lack of signature and course-of-dealing showing he relied on oral promises; he did not sign Group Agreements	Royal Caribbean points to prior invoices, rebooking/cancellation handled without penalty, and course of dealing as evidence of implied assent	Court: manifestation-of-assent disputed; failure to sign and failure to return agreements raise factual issues precluding arbitration order
Entitlement to partial summary judgment on breach-of-contract / loss-of-bargain and attorneys’ fees	Jackson seeks summary judgment that Royal Caribbean breached oral contract and requests attorneys’ fees	Royal Caribbean says the Ticket Contract may be controlling and factual disputes exist about which contract applies	Denied: genuine dispute whether an oral contract or the Ticket Contract governs; ‘‘loss of bargain’’ is a damages measure not independent claim; fees unavailable absent prevailing contract claim

Key Cases Cited

Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (Sup. Ct.) (FAA embodies national policy favoring arbitration)
EEOC v. Waffle House, Inc., 534 U.S. 279 (Sup. Ct.) (courts may compel arbitration when party refuses to comply with arbitration agreement)
Fleetwood Enters., Inc. v. Gaskamp, 280 F.3d 1069 (5th Cir.) (two-step inquiry for FAA motions)
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (Sup. Ct.) (framework for arbitrability and federal policy)
Moses H. Cone Mem. Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (Sup. Ct.) (doubts about scope of arbitrable issues resolved in favor of arbitration)
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (Sup. Ct.) (arbitration-formation governed by ordinary contract principles)
Specht v. Netscape Communications Corp., 306 F.3d 17 (2d Cir.) (submerged or obscure notice on web/download page insufficient for assent)
Celotex Corp. v. Catrett, 477 U.S. 317 (Sup. Ct.) (summary judgment burdens and shifting proof)
Haws & Garrett Gen. Contractors, Inc. v. Gorbett Bros. Welding Co., 480 S.W.2d 607 (Tex.) (implied-in-fact contract and prior dealings evidence)