Background
Jeremy Bredwell worked as a sales representative for Snap-on Equipment, Inc. from August 2018 until approximately May 2023. In December 2022, he signed employment terms containing an arbitration provision. In May 2023, he accepted an offer for a territory sales manager position with another Snap-On entity and signed new employment terms that also contained an arbitration provision. The offer stated that his start date was “yet to be determined,” although the company anticipated a date around May 29.
Before Bredwell began the new position, Snap-On rescinded the offer and terminated his existing employment. Bredwell later sued for age discrimination and retaliation under the Missouri Human Rights Act and retaliation under Missouri’s workers’ compensation law. Snap-On moved to compel arbitration under the 2022 agreement, withdrew that motion after acknowledging the agreement had been superseded, and then moved to compel arbitration under the 2023 agreement. The circuit court denied the second motion, finding insufficient consideration for an enforceable arbitration agreement.
The Court’s Holding
The Court of Appeals affirmed on a different ground supported by the record. It held that the May 2023 documents did not create a valid employment contract because the offer lacked an essential term: a definite start date. Because the proposed employment was at will, the employer’s legally enforceable promise was to pay Bredwell for work performed, making the date on which he would begin work essential under the circumstances.
Industrial withdrew the offer before supplying a definite start date and before Bredwell began working in the new position. Because no contract was formed, the arbitration provision embedded in the 2023 agreement could not be enforced. The court did not decide whether mutual promises to arbitrate supplied adequate consideration, whether Bredwell’s claims fell within the arbitration provision, whether arbitrability should have been delegated to an arbitrator, or whether the withdrawn 2022 agreement was enforceable.
Key Takeaways
- An arbitration clause cannot be enforced unless the party seeking arbitration first proves the existence of a valid contract.
- An at-will employment offer that leaves the employee’s start date for future determination may be too indefinite to form a contract, particularly when the offer is withdrawn before work begins.
- An appellate court ordinarily will not decide the enforceability of a different arbitration agreement when the movant withdrew the motion based on that agreement and the circuit court never ruled on it.
Why It Matters
The decision underscores that signing documents containing mutual arbitration promises does not necessarily establish an enforceable arbitration agreement. Employers seeking to compel arbitration under documents connected to a new position must first show that the underlying offer was sufficiently definite and became a binding contract.