Carol Whitworth signed a Sales Manager Employment Contract (“Employment Contract”) with McBride & Son on June 30, 2005.  The Employment Contract had a binding arbitration clause but did not describe the procedures or guidelines for arbitration.  The Employment Contract was also signed by the employer.  About one week later Whitworth was asked to complete an application for employment (“Application”).  The Application which was signed by Whitworth, but not by the employer, also contained a binding arbitration provision.  Whitworth was also presented with the McBride & Son Employment Dispute Arbitration Agreement (“Arbitration Agreement”).  This agreement which was signed by Whitworth, but again not by the employer, also contained a binding arbitration provision.  The Arbitration Agreement referenced the McBride & Son’s Employee Handbook (“Employee Handbook”).  The Employee Handbook also contained a binding arbitration provision.  Nearly seven months after Whitworth signed the Application and the Arbitration Agreement she was presented with and was requested to sign a statement of understanding (“Statement”).  The Statement had language regarding binding arbitration similar to the language appearing in the Handbook.  Whitworth signed the Statement.  The Statement was not signed by McBride & Son.

            On June 25, 2008, Whitworth’s employment was terminated.  On December 1, 2009, Whitworth filed an amended petition in Circuit Court alleging gender and age discrimination.  McBride & Son filed a motion to compel arbitration, which was denied.  The Defendants appealed the denial of the motion to compel arbitration contending that “the arbitration agreements” were valid and enforceable. 

            The Court of Appeals began its analysis with the premise that an agreement to arbitrate is not valid unless it reflects the essential contract elements required under Missouri law.  The elements required to form a valid contract in Missouri are “offer, acceptance, and bargained for consideration.”  The Defendants acknowledged that no single agreement standing alone was sufficient to form an enforceable contract.  The Court stated that it was evident that the Defendants relied on the Handbook to be one of the “collective” documents forming an enforceable arbitration contract, as it was the Handbook which set forth the dispute resolution procedures that the Defendants sought to enforce.  After a thorough analysis the Court could not find that the Handbook in combination with any of the other “arbitration agreements” sufficient to form a contract obligating Whitworth to arbitrate her claims and affirmed the trial court’s denial of the motion to compel arbitration.  Carol Whitworth vs. McBride & Son Homes, Inc., et al., Missouri Court of Appeals, Western District-WD72466.