Keith Dawson v. Rent-A-Center, 490 F. App'x 727

Dawson worked for Rent-Way, which merged into Rent-A-Center on November 15, 2006; he is terminated July 21, 2009 for alleged policy violation.
In 2005 Rent-Way issued the Solutions arbitration agreement for disputes with employees, effective October 1, 2005, and Dawson was informed by mail and intranet posting.
Rent-A-Center did not affirm that the Solutions Agreement remained in effect after the merger and introduced new policies and manuals not mentioning the Solutions Agreement.
Dawson filed a race-discrimination suit in state court (later removed to federal court); Rent-A-Center moved to compel arbitration and dismiss.
The district court denied arbitration; on appeal the Sixth Circuit reverses and remands to compel arbitration.
The core question is whether Rent-A-Center, as successor by merger, is bound by the Solutions Agreement to arbitrate Dawson’s disputes.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Rent-A-Center is bound by the Solutions Agreement as successor	Dawson argues successor liability does not bind Rent-A-Center without explicit notice.	Rent-A-Center, as successor, should be bound by the Solutions Agreement under merger law.	Yes; Rent-A-Center is bound as successor by merger to arbitrate.
Whether continuity-of-enterprise analysis is relevant to a merger	Dawson relies on continuity of enterprise to limit liability of the successor.	Merger triggers successor liability; continuity-of-enterprise analysis is not required for mergers.	Not required; merger rule applies, making Rent-A-Center liable under the Solutions Agreement.
Whether notice of continuation of the arbitration agreement was required after the merger	Dawson contends he was not notified that Rent-A-Center would arbitrate future disputes.	No renewal notice is required because assent to arbitration was established by Dawson’s continued employment and the original agreement.	Not required; continued assent by performance binds the agreement.
Whether the district court should compel arbitration under the FAA	Dawson argues no enforceable arbitration agreement binds the parties post-merger.	The Solutions Agreement binds Dawson and successor entities to arbitrate; the FAA requires arbitration.	Arbitration must be compelled; the district court should grant arbitration.

E.E.O.C. v. Waffle House, Inc., 534 U.S. 279 (Supreme Court, 2002) (liberal policy favoring arbitration)
Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (Supreme Court, 1983) (presumption in favor of arbitration agreements)
Highlands Wellmont Health Network, Inc. v. John Deere Health Plan, Inc., 350 F.3d 568 (6th Cir. 2003) (arbitrability doubts resolved in favor of arbitration)
Seawright v. Am. Gen. Fin. Servs., Inc., 507 F.3d 967 (6th Cir. 2007) (state-law contract interpretation applied to arbitration agreements)
Fazio v. Lehman Bros., Inc., 340 F.3d 386 (6th Cir. 2003) (arbitration-related contract interpretation)
Kamalnath v. Mercy Mem’l Hosp. Corp., 487 N.W.2d 499 (Mich. Ct. App. 1992) (mutual assent may be shown by conduct)
Bankey v. Storer Broad. Co., 443 N.W.2d 112 (Mich. 1989) (notice requirements for unilateral changes to employment policies)
Foster v. Cone-Blanchard Mach. Co., 597 N.W.2d 506 (Mich. 1999) (merger-related assumption of liabilities; continuity principles)
Turner v. Bituminous Cas. Co., 244 N.W.2d 873 (Mich. 1976) (merger-liability rule for successor corporations)