Pazol v. Tough Mudder Inc.
100 F. Supp. 3d 74
D. Mass.2015Background
- Plaintiffs (four registrants) paid to enter Tough Mudder’s Mudderella Boston event scheduled for Sept. 6, 2014; Tough Mudder moved the event days before from Haverhill, MA to Westbrook, ME, so plaintiffs could not attend and sought refunds.
- Plaintiffs sued on behalf of themselves and a putative class asserting breach of contract, breach of the covenant of good faith and fair dealing, unjust enrichment, and M.G.L. c. 93A claims.
- Each plaintiff agreed online to a Participant Assumption of Risk, Waiver of Liability, and Indemnification Agreement via three scroll windows with separate checkboxes (a click-wrap agreement).
- The Participant Agreement includes (1) a requirement to mediate in good faith before further proceedings, (2) a binding arbitration clause for disputes arising from participation, and (3) an explicit waiver of class actions and joinder.
- Defendants moved to dismiss and to compel individual mediation/arbitration under the agreement; the court found the agreement authenticated and denied plaintiffs’ challenge to the affidavit authenticating it.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of mediation/arbitration clause | Agreement is unconscionable/invalid; formation defenses (mutual mistake, lack of consideration, condition precedent) | Agreement is valid, click-wrap is enforceable, and authentication is proper | Court enforces the mediation/arbitration clause; plaintiffs must mediate then arbitrate individually |
| Enforceability of class-action waiver | Waiver prevents effective vindication of statutory rights (esp. low-value claims/M.G.L. c. 93A) | FAA and Supreme Court precedent permit individual arbitration waivers even if costly | Court enforces class-action waiver; FAA preempts contrary state rules |
| Requirement to mediate in good faith before arbitration/litigation | Mediation requirement is improper or illusory | Mediation-as-condition-precedent is valid and regularly enforced | Court enforces the good-faith mediation requirement as a condition precedent |
| Whether FAA §2 defenses (e.g., unconscionability, public policy) apply | §2 allows revocation for legal/equitable grounds | No such grounds exist here; contract of adhesion alone insufficient | Court finds no §2-based invalidation; agreement is valid and enforceable |
Key Cases Cited
- AT & T Mobility LLC v. Concepcion, 563 U.S. 333 (holding FAA preempts state rules disallowing class‑action waivers in arbitration clauses)
- American Express Co. v. Italian Colors Restaurant, 570 U.S. 228 (upholding individual arbitration waivers even when collective action is needed to vindicate low‑value claims)
- HIM Portland, LLC v. DeVito Builders, Inc., 317 F.3d 41 (1st Cir. 2003) (upholding mediation requirement as condition precedent)
- McInnes v. LPL Financial, LLC, 466 Mass. 256 (Mass. 2013) (arbitration clauses enforceable as to statutory claims like G.L. c. 93A; arbitrator can award statutory remedies)
- Feeney v. Dell Inc., 466 Mass. 1001 (Mass. 2013) (discussing enforceability of arbitration and class waivers under Massachusetts law)
- Miller v. Cotter, 448 Mass. 671 (Mass. 2007) (contract of adhesion does not alone render arbitration provisions unenforceable)
- Ajemian v. Yahoo!, 83 Mass. App. Ct. 565 (Mass. App. Ct. 2013) (enforcing click‑wrap agreements)
- Bagg v. HighBeam Research, Inc., 862 F. Supp. 2d 41 (D. Mass. 2012) (enforcing online assent to terms)