Robinson v. Mayfield Auto Group, L.L.C.
100 N.E.3d 978
Ohio Ct. App.2017Background
- John P. Robinson, former controller at Marshall Ford (later acquired by Mayfield Auto Group d.b.a. Nick Mayer Ford), sued his employer for breach of contract and unjust enrichment seeking unpaid commissions and vacation pay.
- Nick Mayer Ford moved to stay the case and compel arbitration, attaching an arbitration agreement Robinson had signed covering "any and all claims or controversies" relating to employment or termination.
- Robinson conceded he signed the agreement but argued it was unenforceable for lack of mutuality and consideration, and that it was unconscionable (procedurally and substantively), including concerns about arbitration costs.
- The trial court granted the stay pending arbitration; Robinson appealed the enforcement ruling.
- The court of appeals reviewed de novo and applied Ohio law favoring arbitration unless contract-revocation grounds exist.
- The court affirmed, holding the agreement was a valid, enforceable contract and not unconscionable as applied to Robinson.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability — acceptance | Robinson confirmed receipt only; lacked real assent | Robinson expressly agreed the arbitration clause was the full statement of dispute resolution | Court: Robinson expressly agreed; sufficient acceptance |
| Enforceability — mutuality | Agreement is unilateral; employer not bound | Clause covers "any and all claims or controversies between me and the COMPANY," applying to both sides | Court: Agreement mutual; not void for lack of mutuality |
| Enforceability — consideration | No new consideration because employment continued at-will and co-worker not punished for not signing | Mutual promise to arbitrate and surrender of right to trial is adequate consideration | Court: Mutual agreement to arbitrate and waiver of trial rights is sufficient consideration |
| Unconscionability — costs & procedural fairness | Arbitration costs undisclosed and may be prohibitively higher; agreement drafted by employer and not explained | No specific evidence arbitration costs would bar access; employee could decline contract if unacceptable; terms not one-sided | Court: No individualized evidence arbitration costs would deter Robinson; agreement not procedurally or substantively unconscionable; arbitration enforceable |
Key Cases Cited
- Hayes v. Oakridge Home, 908 N.E.2d 408 (Ohio 2009) (giving up trial rights is consideration for arbitration agreements)
- Taylor Bldg. Corp. of Am. v. Benfield, 884 N.E.2d 12 (Ohio 2008) (state law unconscionability standard; party alleging prohibitive arbitration costs must show specific evidence)
- DeVito v. Autos Direct Online, Inc., 37 N.E.3d 194 (Ohio App. 2015) (presumption in favor of arbitration; review of enforceability)
- Harmon v. Philip Morris, 697 N.E.2d 270 (Ohio App. 1998) (distinguishing cases where employer reserve power or mere receipt acknowledgment undermines mutuality/consideration)
- Green Tree Fin. Corp.-Alabama v. Randolph, 531 U.S. 79 (U.S. 2000) (failure to disclose arbitration costs alone does not render clause unconscionable absent specific evidence of prohibitive cost)