Justia U.S. 3rd Circuit Court of Appeals Opinion Summaries

Henry participated in an employee stock ownership plan (ESOP) sponsored by his employer. After the ESOP purchased stock at what Henry believed was an inflated price, Henry filed a lawsuit against the plan’s trustee and executives of his employer, alleging that the defendants breached fiduciary duties to the ESOP imposed by the Employment Retirement Income Security Act (ERISA), 29 U.S.C. 1001, and engaged in transactions prohibited by ERISA. The defendants argued that an arbitration provision, added to the ESOP’s plan documents after Henry joined the ESOP, barred Henry from pursuing his claims in federal court. The district court denied their motion to dismiss, reasoning that all parties to an arbitration agreement must manifest assent to the agreement, and Henry did not manifest his assent to the addition of an arbitration provision to the ESOP plan document.The Third Circuit affirmed, first confirming its jurisdiction. The motion to dismiss was effectively a motion to compel arbitration, 9 U.S.C. 16(a) provides appellate jurisdiction to review the denial of that motion. The class action waiver (and, by extension, the arbitration provision as a whole) is not enforceable because it requires him to waive statutory rights and remedies guaranteed by ERISA. View "Henry v. Wilmington Trust NA" on Justia Law

Current or former Uber drivers from different states agreed to Uber’s “Technology Services Agreement” as a condition of using Uber’s platform. The agreement requires drivers to resolve disputes with Uber on an individual basis through final and binding arbitration. Drivers may opt-out by sending Uber an email or letter. Singh’s class action alleged Uber had violated New Jersey wage and hour laws by misclassifying drivers as independent contractors, failing to pay them the minimum wage, and failing to reimburse them for business expenses. Calabrese’s class action, which was joined to Singh’s, sought to proceed collectively under the Fair Labor Standards Act.The district court ruled in Uber’s favor, compelling arbitration, having defined the relevant class as Uber drivers nationwide. The court found that interstate "rides constitute just 2% of all rides, resemble in character the other 98% of rides, and likely occur due to the happenstance of geography” for purposes of the exception in the Federal Arbitration Act (FAA) for arbitration agreements contained in the “contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce,” 9 U.S.C. 1. The Third Circuit affirmed. The drivers' work is centered on local transportation. Most Uber drivers have never made an interstate trip. When Uber drivers do cross state lines, they do so only incidentally. They are not “engaged in foreign or interstate commerce.” View "Singh v. Uber Technologies, Inc" on Justia Law

Plaintiffs, owners of Samsung SmartTVs, filed a putative class action in 2017, alleging that the SmartTVs used automatic tracking software to collect personally identifying information about them, such as the videos or streaming services they watch, and transmit that data to third-parties, who allegedly used the information to display targeted advertisements. When setting up their SmartTVs, plaintiffs had to agree to Terms and Conditions to access the Internet-enabled services. On some SmartTVs, the Terms and Conditions contained an arbitration provision. In 2018, the plaintiffs disclosed the Model Numbers for the named plaintiffs' SmartTVs, which enabled Samsung to determine whether they agreed to Terms containing an arbitration clause.The district court dismissed all except for the Wiretap Act claims. In 2020, Samsung notified the court that it would move to compel individual arbitration, arguing that it did not waive its right to arbitrate because “the prerequisites of waiver— extensive discovery and prejudice—are lacking.” The Third Circuit affirmed the denial of the motion. Samsung waived its right to arbitrate and compelling arbitration would cause the plaintiffs to suffer significant prejudice. Samsung’s actions evinced a preference for litigation over arbitration. Samsung continuously sought and agreed to stays in discovery and pursued successful motions to dismiss on the merits. It assented to all pre-trial orders and participated in numerous court conferences. View "White v. Samsung Electronics America Inc." on Justia Law

Angle served as the exclusive U.S. distribution agent for Jiangsu, a Chinese manufacturer..Jiangsu claims that, as of June 2018, Angle owed it $1.3 million. Under a June 2018 memorandum of understanding, Angle agreed to pay Jiangsu $528,227.59 within six months. The MOU did not contain an arbitration clause. In July, Jiangsu sent Angle a revised agreement, under which the parties agreed to submit any dispute to the China International Economic and Trade Arbitration Commission (CIETAC) with a revised payment schedule. Angle never signed the July MOU. The parties agreed to a payment schedule, without reference to either MOU. Jiangsu repeatedly asked Angle to forward the “signed agreement.” Angle did not make all of the agreed payments. Jiangsu initiated arbitration. Angle objected to CIETAC’s jurisdiction. The Chinese Court found that the July MOU and its arbitration clause were enforceable. The CIETAC arbitration panel independently determined that the July MOU was enforceable under the U.N. Convention on the International Sale of Goods and Chinese law and ordered Angle to pay $624,227.59.Jiangsu sought to enforce its award in the United States under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Third Circuit vacated the dismissal of Jiangsu’s confirmation petition. While the district court was not bound by the decisions of Chinese tribunals and Angle did not waive its right to contest enforcement, the district court should make an independent determination as to arbitrability. View "Jiangsu Beier Decoration Materials Co., Ltd. v. Angle World LLC" on Justia Law

Xylem, which sells large-capacity water pumps, requested that Field develop hardware to interface with the pumps and computer software for monitoring and controlling the equipment. A 2013 “NonDisclosure Agreement” contained an arbitration provision. Xylem purchased the units from Field via written Purchase Orders and purchased monthly subscriptions that permitted Xylem’s customers to use Field’s software via cellular networks to monitor and control their Xylem pumps. There was no written agreement governing Xylem’s software subscription purchases until the 2017 “Software Subscription Service Agreement,” which contained an “integration clause” stating that “[t]his Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous understandings or agreements.” The 2017 contract contained no arbitration provision, instead requiring any “action under or concerning” that contract to be litigated in New Jersey. Xylem began building its own hardware.Field sued, in New Jersey, for breach of the 2017 contract. In discovery, Xylem sent Field an interrogatory asking whether it intended to rely on the 2013 contract to support any of its claims. Field responded that Xylem breached the 2013 contract by its actions. Xylem then filed an arbitration demand. The district court held that the 2017 agreement superseded the earlier contract, eliminating any duty to arbitrate. The Third Circuit vacated in part. The district court was authorized to determine whether the second agreement superseded the first but the first agreement was not superseded. View "Field Intelligence Inc v. Xylem Dewatering Solutions Inc" on Justia Law

OneMain, a non-bank finance company, loaned Zirpoli $6,200.08, to be repaid at a rate of 26.91% (total $11,364.35). The loan was issued under the Consumer Discount Company Act (CDCA), a consumer protection statute, which creates an exception to Pennsylvania’s usury law. The loan is governed by a disclosure statement, a security agreement, and an arbitration agreement. Later, OneMain sold delinquent accounts to Midland, including Zirpoli’s loan. Midland sued Zirpoli but later dismissed the suit and undertook collection efforts.Zirpoli filed a class action, alleging that Midland’s collection activities constituted an unlawful attempt to collect the loan because Midland does not have a CDCA license and never obtained nor requested approval from the Department of Banking. Midland was, therefore, not lawfully permitted to purchase the loan. Midland moved to compel arbitration. The court denied the motion, focusing on the validity of the assignment from OneMain and Midland. The Third Circuit vacated. The ultimate illegality of a contract does not automatically negate the parties’ agreement that an arbitrator should resolve disputes arising from the contract. The parties to the loan clearly agreed to arbitrate the issue of arbitrability. The arbitration agreement provides that an arbitrator shall resolve the arbitrability of defenses to enforcement, including alleged violations of state usury laws. View "Zirpoli v. Midland Funding LLC" on Justia Law

Crozer owns healthcare companies that operate as wholly owned subsidiaries: Prospect, employs professionals working at hospitals; CCMC, is a hospital and hired Abdurahman as an emergency medical resident. Abdurahman signed new-hire paperwork, including an at-will employment agreement with Crozer and an arbitration agreement with Prospect. Several weeks later, Abdurahman signed a residency agreement with CCMC. Dr. Jacobs was an employee of Prospect, working as CCMC’s Director of Toxicology and supervised Abdurahman. Abdurahman alleged that Jacobs sexually harassed her; Jacobs claimed the opposite and informed CCMC Human Resources that Abdurahman had assaulted her. The dispute escalated until Abdurahman was fired.Abdurahman filed a complaint with the Pennsylvania Human Relations Commission and the EEOC, alleging defamation and discrimination under Title VII, Title IX, 42 U.S.C. 1981, and the Pennsylvania Human Relations Act. She subsequently filed suit against CCMC and Jacobs. The district court denied a motion to compel arbitration. The Third Circuit affirmed. Abdurahman signed an arbitration agreement with Prospect, not CCMC. That agreement cannot stretch to govern Abdurahman’s employment with CCMC. The court noted that the corporations are sophisticated entities that drafted the forms. View "Abdurahman v. Prospect CCMC LLC" on Justia Law

R&C, run by two employees, entered an agreement to haul equipment for American Wind. The agreement’s arbitration clause provides: any claim, dispute or controversy including, but not limited to the interpretation of any federal statutory or regulatory provisions purported to be encompassed by this Agreement; or the enforcement of any statutory rights emanating or relating to this Agreement shall be resolved on an individual basis (and not as part of a class action) exclusively between Contractor and Carrier by final and binding arbitration.R&C alleges that American Wind failed to make agreed-upon detention payments, resulting in a cash shortfall, forcing R&C to sell its trucks. R&C continued to haul equipment for American Wind but on behalf of the trucks’ new owner. R&C filed suit, alleging breach of contract and contending that the arbitration clause was unenforceable because R&C is a transportation worker operating under a contract of employment, exempt from the Federal Arbitration Act (FAA). R&C also argued that the arbitration provision was unconscionable. After R&C refused to arbitrate, the case was dismissed for failure to prosecute. The Third Circuit affirmed, noting that R&C had not sought interlocutory review of the order compelling arbitration, as permitted by the FAA. The interlocutory order was not part of the final order, so the court concluded it lacked jurisdiction to review it. View "R & C Oilfield Services LLC v. American Wind Transport Group, LLC" on Justia Law

Bernstein and France are certified agents, registered with the NFL Players Association to represent NFL players in contract negotiations. Bernstein also owns Clarity, which represents professional athletes in matters such as marketing and endorsement contracts. Golladay signed a standard representation agreement with Bernstein in 2016, before Golladay’s rookie season with the Detroit Lions, and signed a separate agreement with Clarity for representation in endorsement and marketing deals. In January 2019, Golladay terminated both agreements. three days after participating in an autograph-signing event that Bernstein had played no role in arranging. Golladay immediately signed with France.Bernstein believed France was behind the signing event and filed a grievance against France pursuant to the NFLPA dispute resolution provisions. The matter went to arbitration. In pre-hearing discovery, France denied possessing any documents pertaining to the event and denied any involvement in the event. France’s lies were not uncovered until after the arbitration was decided in his favor.The Third Circuit reversed the district court’s confirmation of the arbitration award because France’s fraud procured it. The Federal Arbitration Act, 9 U.S.C. 10, permits an award to be vacated under narrow circumstances, including “where an award was procured by corruption, fraud, or undue means.” France’s fraud was not discoverable through reasonable diligence and was material to the case. View "France v. Bernstein" on Justia Law

The Third Circuit vacated in part the order of the district court denying OptumRX's (Optum) motion to compel arbitration in the underlying action alleging breaches of contract and breaches of duties of good faith and fair dealing and violations of certain state statutes, holding that the district court erroneously applied the incorrect standard in ruling on Optum's motion.More than 400 pharmacies brought suit against Optum, a pharmacy benefits manager responsible for administering prescription drug programs on behalf of health-insurance plans. Optum moved to compel arbitration based on arbitration agreements found in various contracts covering the majority of the pharmacies. The district court denied the motion in full, concluding that compelling the pharmacies to proceed with arbitration would be procedurally unconscionable. The Sixth Circuit vacated the judgment in part, holding that the district court erred by not adhering to Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764 (3d Cir. 2013). View "Robert D. Mabe, Inc v. OptumRX" on Justia Law