Justia U.S. 2nd Circuit Court of Appeals Opinion SummariesArticles Posted in Arbitration & Mediation
Soliman v. Subway Franchisee Advert. Fund Trust, Ltd.
Soliman entered a California Subway sandwich shop. An employee showed her an in-store, hard-copy advertisement, on which Subway offered to send special offers if she texted a keyword. Soliman sent a text message to Subway. Subway began sending her, via text message, hyperlinks to electronic coupons. Soliman alleges that she later requested by text that Subway stop sending her messages, but her request was ignored. She filed suit under the Telephone Consumer Protection Act. Subway moved to compel arbitration, arguing that a contract was formed because the in-store advertisement, from which Soliman got the keyword and shortcode, included a reference to terms and conditions, including an arbitration requirement, located on Subway’s website and provided the URL.The Second Circuit affirmed the denial of the motion to compel arbitration. Under California law, Soliman was not bound by the arbitration provision because Subway did not provide reasonably conspicuous notice that she was agreeing to the terms on the website. Because of barriers relating to the design and content of the print advertisement, and the accessibility and language of the website itself, the terms and conditions were not reasonably conspicuous under the totality of the circumstances; a reasonable consumer would not realize she was being bound to such terms by sending a text message to Subway in order to receive promotional offers. View "Soliman v. Subway Franchisee Advert. Fund Trust, Ltd." on Justia Law
Cooper v. Ruane Cunniff & Goldfarb Inc.
The Second Circuit reversed the district court's order compelling arbitration of plaintiff's claims for breach of fiduciary duty under section 502(a)(2) of the Employee Retirement Income Security Act of 1974 (ERISA). Plaintiff filed suit in 2016 as representative of an ERISA Plan and its participants, alleging that Ruane, a third-party investment manager and plan administrator retained by plaintiff's employer, DST, mismanaged the assets of DST's 401(k) profit-sharing fund, causing it to lose substantial value.The court concluded that plaintiff's ERISA claims for breach of fiduciary duty are not properly understood to be "related to" his employment because none of the facts he would have to prove to prevail on his claims pertain to his employment. Furthermore, other individuals and entities that were never employed by DST could have brought identical claims, including other Plan beneficiaries, the Secretary of Labor, and DST itself. Moreover, the court explained that Congress explicitly authorized plan beneficiaries and others to sue individual fiduciaries in federal court for breach of their duties under ERISA: to interpret the Arbitration Agreement as mandating arbitration of ERISA fiduciary claims would unacceptably undercut the viability of such actions. Therefore, this result is neither required by the Arbitration Agreement's express language nor acceptable in light of ERISA's protective purposes. View "Cooper v. Ruane Cunniff & Goldfarb Inc." on Justia Law
Posted in: Arbitration & Mediation
Seneca Nation of Indians v. State of New York
The Second Circuit affirmed the district court's judgment confirming an arbitration award in favor of the State of New York. The court held that the arbitral panel – which did in fact consider the Indian Gaming Regulatory Act (IGRA) – reasonably concluded that its task in this case was a straightforward matter of contract interpretation not subject to the Secretary of the Interior's approval. The court explained that the panel did not disregard the IGRA, and deferral to the Department of the Interior was not warranted. Therefore, the arbitral panel did not manifestly disregard governing law, and the district court properly confirmed the award. View "Seneca Nation of Indians v. State of New York" on Justia Law
A&A Maintenance Enterprise, Inc. v. Ramnarain
The Union represented the workers at the Old Brookville campus. In 2016, LIU contracted out that work to A&A, which became the employer of those workers and assumed an existing collective bargaining agreement, set to expire in August 2017. A&A and the Union entered into a successor CBA, which requires Union membership after 30 days but allows A&A to hire “substitute employees” “to fill in for employees who are out on disability or worker’s compensation or approved extended leaves.” The Union rejected a provision that would have permitted A&A to use non-union “temporary employees” at will for up to 90 days. The agreement has an arbitration provision.Union members noticed new, non-union employees in late 2017. A&A indicated that they were "substitute employees." The Union determined that the number of claimed substitutes exceeded the number of members out on disability, worker’s compensation, and other approved leaves of absence and sent a written grievance. The Union framed the arbitration issue: whether A&A violated the CBA by utilizing temporary employees ... to perform bargaining unit work. A&A argued that the Arbitrator was confined to the issue proposed by the Union in its original grievance, which mentioned only “substitute employees.”The arbitrator held that A&A had violated the CBA and issued an award of $1,702,263.81. The Second Circuit affirmed. The arbitrator did not exceed his authority. While worded differently, the issue that the arbitrator ruled on was substantially identical to the issue in the grievance letter. A party that has previously agreed to arbitrate cannot frustrate the process by refusing to agree on the form of the issue. The arbitrator’s interpretation of the collective bargaining agreement was more than colorable. View "A&A Maintenance Enterprise, Inc. v. Ramnarain" on Justia Law
Dylan 140 LLC v. Figueroa
Dylan filed suit in district court seeking a declaration of its rights and obligations under the terms of a collective bargaining agreement (CBA). The district court converted defendants' motion to dismiss into a motion to compel arbitration and granted the motion, dismissing Dylan's complaint without prejudice.The Second Circuit affirmed the district court's dismissal; clarified that the district court had federal question jurisdiction to decide whether Dylan was entitled to the declaratory relief requested; and held that, because the Funds have adequately initiated arbitration, regardless of timing, Dylan is required to arbitrate by the terms of the CBA. The court also agreed with the district court's analysis that it was proper in this case to compel arbitration and dismiss Dylan's complaint without prejudice. The court considered Dylan's remaining arguments and found them to be without merit. View "Dylan 140 LLC v. Figueroa" on Justia Law
ABM Industry Groups, LLC v. International Union of Operating Engineers
ABM appealed the district court's denial of its motion to confirm an arbitration award and granting in part the union's motion to vacate the award, under Section 301 of the Labor Management Relations Act (LMRA). In this case, the arbitrator issued an opinion and award, concluding that two employees were not entitled to termination pay and directing them to repay certain amounts to ABM. The district court denied the motion to confirm the arbitrator's award, concluding that the award was ultra vires and unenforceable.The Second Circuit held that the arbitrator did not exceed her authority because, under both agency law principles and federal labor law, the union possessed the authority to bind the employees to the arbitration award. The court stated that the district court plainly erred by reasoning that no precedent or authority supported the proposition that a union can bind its members to make payments ordered by an arbitrator under an arbitration agreement to which they were not signatories, following a process in which they did not participate. Rather, the court held that the record is clear that the employees did participate in the arbitration proceeding and the union possessed both agency and statutory authority to appear in the arbitration on their behalf. View "ABM Industry Groups, LLC v. International Union of Operating Engineers" on Justia Law
In re: Application and Petition of Hanwei Guo
The Second Circuit affirmed the district court's denial of a petition for discovery pursuant to 28 U.S.C. 1782(a), seeking discovery from four investment banks related to their work as underwriters in the Tencent Music IPO. Petitioner alleged that he intended to use the documents in his pending CIETAC arbitration against the Ocean Entities and its founder.28 U.S.C. 1782(a) authorizes federal courts to compel the production of materials "for use in a proceeding in a foreign or international tribunal" upon "the application of any interested person." In In National Broadcasting Co. v. Bear Stearns & Co., 165 F.3d 184 (2d Cir. 1999) ("NBC"), the court held that the phrase "foreign or international tribunal" does not encompass "arbitral bod[ies] established by private parties."The court held that nothing in the Supreme Court's decision in Intel Corp. v. Advanced Micro Devices, Inc., 542 U.S. 241 (2004), alters its prior conclusion in NBC that section 1782(a) does not extend to private international commercial arbitrations. Furthermore, the arbitration at issue here is a non-covered, private, international commercial arbitration. View "In re: Application and Petition of Hanwei Guo" on Justia Law
Belton v. GE Capital Retail Bank
Violation of a bankruptcy court discharge order is not an arbitrable dispute. The Second Circuit affirmed the district court's order denying appellants' motions to compel arbitration of a dispute with two debtors who previously held credit card accounts managed by appellants. Appellants argued that debtors were obliged to arbitrate the dispute concerning whether appellants violated the bankruptcy court's discharge orders when they failed to correct the status of debtors' credit card debt on their credit reports.Though the text and history of the Bankruptcy Code are ambiguous as to whether Congress intended to displace the Federal Arbitration Act in this context, the court held that circuit precedent is clear that the two statutes are in inherent conflict on this issue. In Anderson v. Credit One Bank, N.A., 884 F.3d 382 (2d Cir.), cert. denied, 139 S. Ct. 144 (2018), the court refused to enforce the parties' arbitration agreement, finding that Congress did not intend for disputes over the violation of a discharge order to be arbitrable. View "Belton v. GE Capital Retail Bank" on Justia Law
Washington National Insurance Co. v. OBEX Group LLC
Washington National petitioned the district court under section 7 of the Federal Arbitration Act to enforce two arbitration summonses requiring two non-parties to the arbitration, respondents, to testify at a hearing and to produce certain documents.The Second Circuit held that the district court had subject matter jurisdiction based on the diversity of citizenship of the parties to the petition. The court also held that the district court was not required to consider respondents' challenges to the petition in the first instance. Accordingly, the court affirmed the district court's denial of both motions on the merits. View "Washington National Insurance Co. v. OBEX Group LLC" on Justia Law
Posted in: Arbitration & Mediation
Trina Solar US, Inc. v. Jasmin Solar Pty Ltd.
Jasmin appealed the district court's grant of Trina's petition to confirm an arbitration award entered in its favor and denial of Jasmin and JRC's motion to vacate the award. The district court relied on an agency and direct benefits theory of estoppel to find that Jasmin was bound by the arbitration clause.The Second Circuit reversed the district court's judgment as to Jasmin, holding that the district court erred when it determined that Jasmin was bound as a principal to the contract under agency theory. The court was not persuaded that JRC acted as Jasmin's agent in executing the contract or that, in the alternative, Jasmin was bound to the arbitration clause under a direct benefits theory of estoppel. In this case, the commercial contract containing the arbitration clause was governed by New York law and signed by Trina and JRC, not Jasmin. The court explained that Jasmin was not a party to the contract and thus could not enforce any rights or duties under the contract. The court remanded with instructions to enter an amended judgment dismissing the case as to Jasmin. View "Trina Solar US, Inc. v. Jasmin Solar Pty Ltd." on Justia Law