State ex rel. Todd Hewitt, Relator v. Honorable Kristine Kerr, Judge, Circuit Court for St. Louis County, Missouri
2015 Mo. LEXIS 30
| Mo. | 2015Background
- Hewitt, longtime equipment manager for the St. Louis Rams, signed a 2008 employment contract containing an arbitration clause agreeing to be bound by the NFL "Constitution and By-Laws and Rules and Regulations" and to submit disputes to the NFL Commissioner.
- After his contract was not renewed in 2011, Hewitt (age 54) sued the Rams and three affiliated entities in Missouri state court for age discrimination under the Missouri Human Rights Act (MHRA).
- The Rams moved to compel arbitration; the trial court granted the motion and stayed proceedings. Hewitt sought writ relief after an unsuccessful immediate appeal attempt.
- The Missouri Supreme Court treated Hewitt’s petition as an original mandamus proceeding and considered whether mandamus was appropriate to review a compelled-arbitration order.
- The Court held the arbitration agreement itself valid and covering MHRA claims and non-signatory defendants, but found (by majority) that the NFL Dispute Resolution Guidelines were not incorporated and that designating the NFL Commissioner as sole arbitrator was unconscionable.
- The Court issued a permanent writ directing the trial court to vacate its prior arbitration order and compel arbitration under substituted statutory terms (MUAA) with a neutral arbitrator appointed by the court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of arbitration clause | Hewitt: clause unenforceable for lack of consideration, procedural unconscionability, no mutual assent | Rams: clause mutual, signed by both parties; supported by consideration and long practice | Court: clause valid and enforceable; supported by consideration and not procedurally unconscionable |
| Incorporation of NFL Dispute Resolution Guidelines | Hewitt: guidelines not referenced or attached, so essential arbitration terms unknown/no assent | Rams: contract references NFL rules/bylaws which adopt the guidelines; parties should be bound | Court: guidelines not clearly incorporated; specific procedural terms unenforceable and must be supplied by MUAA statutory defaults |
| Designation of NFL Commissioner as sole arbitrator | Hewitt: Commissioner is an employee of league owners and therefore inherently biased; provision unconscionable | Rams: Commissioner is neutral, independent officer with statutory safeguards; bias must be shown (post-award) | Court (majority): designation unconscionable; replace arbitrator under MUAA and appoint neutral arbitrator (some concurrences dissent on pre-award disqualification) |
| Scope: statutory claims and non-signatory defendants | Hewitt: statutory MHRA claims not waived; three non-signatories cannot enforce arbitration | Rams: "any dispute" language covers statutory claims; non-signatories are part of the same unit and may enforce arbitration | Court: "any dispute" includes MHRA claims; non-signatory defendants may compel arbitration under estoppel/related-party principles |
| Remedy: mandamus appropriateness | Hewitt: mandamus necessary because ordinary appeal inadequate/delays and wasted resources | Rams: writ not appropriate because appeal after final judgment or after arbitration is adequate | Court: mandamus appropriate here to avoid duplicative litigation and because no adequate appellate remedy existed; issued permanent writ directing specific relief |
Key Cases Cited
- Citizens Bank v. Alafabco, 539 U.S. 52 (U.S. 2003) (FAA’s "involving commerce" construed broadly)
- AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (U.S. 2011) (FAA preemption and liberal federal policy favoring arbitration)
- State ex rel. Vincent v. Schneider, 194 S.W.3d 853 (Mo. banc 2006) (mandamus may review orders compelling arbitration; courts may supply statutory terms when arbitration terms fail)
- Robinson v. Title Lenders, Inc., 364 S.W.3d 505 (Mo. banc 2012) (state contract defenses apply to arbitration agreements pre-referral)
- Triarch Indus., Inc. v. Crabtree, 158 S.W.3d 772 (Mo. banc 2005) (Missouri may imply arbitration terms from statute when agreement is silent)
- Netco, Inc. v. Dunn, 194 S.W.3d 353 (Mo. banc 2006) (non-signatory may sometimes compel arbitration under equitable estoppel)
- Dominium Austin Partners v. Emerson, 248 F.3d 720 (8th Cir. 2001) (signatory treating related non-signatories as a single unit may be compelled to arbitrate)
- Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (U.S. 2009) (principles allowing arbitration enforcement by non-signatories in certain circumstances)