I'm confident that Justice Baltodano is right here, and it points out an interesting way to avoid arbitration that I hadn't considered before. Yes, when Jazmin Vazquez first started working at SaniSure in July 2019, she signed a ton of papers on that first day -- something with which we're all familiar -- including a broad arbitration agreement that required between her and her employer be submitted to arbitration. Generally, that's binding.
But she left the company in May of 2021. Four months later, though, she decided to come back. At that point, the company didn't need her to sign a whole new set of onboarding documents -- they already had her W-4, her date of birth, etc. The company just stuck with the old ones, which already had the relevant information.
But when Ms. Vazquez later sues for alleged payroll violations during her second stint at the company, she successfully avoids arbitration. Both below and in the Court of Appeal, and rightly so. As the Court of Appeal explained:
"SaniSure failed to show that Vazquez agreed to arbitrate claims arising from that stint of employment. Nor did the company show the existence of an implied agreement to submit claims arising from that second stint to arbitration; the agreement covering Vazquez’s first stint of employment terminated in May 2021, and there was no evidence that the parties intended it to apply thereafter."
True and certain it is. Affirmed.
I nonetheless had an internal reaction to the last clause of that passage: that "there was no evidence that the parties intended [the arbitration agreement] to apply [after her first stint of employment ended]."
That's doctrinally accurate, and correctly resolves the appeal. But I actually think that underlying all this is sometime profoundly artificial -- a slightly fancy word for "fake".
There's no doubt in my mind whatsoever -- zero -- that SaniSure "intended" to make Ms. Vazquez arbitrate all her claims against the company. I'm sure they had every single employee sign arbitration agreements when they first joined, and with Ms. Vazquez, they simply forgot (or weren't told by their attorneys or people in HR) that she technically had to re-sign this agreement for it to be effective. It was actually a unilateral mistake, not the absence of any "evidence" that the company "intended" that Ms. Vazquez be precluded from suing them in court. Of course that's what they wanted and intended.
Somewhat similarly, Ms. Vazquez, in truth, never actually "intended" anything. There were a bunch of papers she had to sign when she started working if she wanted to work there, and she signed them. She probably didn't read them, and even if she did, she wanted the job, so she'd have signed pretty much anything they put in front of her -- at least if it wasn't about giving up her kidneys or something like that. She didn't "intend" anything either; she just wanted a job. She certainly didn't "intend" to require arbitration, even the first time. She just passively agreed to whatever the company required.
It's surely doctrinally accurate to call arbitration agreements "agreements" since both parties signed the underlying documents and we enforce them. But, in truth, importing underlying concepts like "intent" to these things doesn't really reflect reality.
Ms. Vazquez wanted a job, SaniSure wanted to make sure she couldn't sue them in court, and Ms. Vazquez was undeniably willing to strike that deal. Here, due to an internal mistake, SaniSure didn't realize it had to slide another piece of paper in front of Ms. Vazquez -- one that she would surely have signed -- in order to make that happen under our (fake) doctrinal construct that only when that piece of paper is signed can we really know the terms to which the parties intended to agree.
I know here what both sides wanted. We all do. What they "intended" really doesn't matter. What the law requires -- for better or worse -- really isn't about that at all, regardless of how much we pretend.
