United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
M. Dow, Jr. United States District Judge.
the Court is Defendants' motion to compel arbitration and
stay proceedings . For the reasons set forth below, the
Court grants Defendants' motion , compelling
arbitration and staying this litigation in the interim. The
parties are instructed to file a joint status report within
seven days after the arbitrator issues a final decision,
after which time the Court will set this case for a further
Sara Manor (“Plaintiff”) filed suit against
Defendants Copart, Inc. and Copart of Connecticut, Inc.
(“Defendants”) in Cook County Circuit Court,
alleging that Defendants' decision to terminate her
violated the Illinois Human Rights Act, Title VII of the
Civil Rights Act of 1964 (“Title VII”), the
Americans with Disabilities Act (“ADA”), and the
Illinois Genetic Information Privacy Act. See [1-2] at 7
(first amended complaint). Footnote 1 of Plaintiff's
first amended complaint explains that Plaintiff is unsure
whether Copart Inc. or Copart of Connecticut Inc. is her
former employer, and therefore she names both entities as
Defendants. Id. at 7, n.1.
removed the action to federal court, see , and answered
Plaintiff's complaint, see . The answer did not
mention any arbitration agreement. A day later, Defendants
filed an amended answer, which purported to reserve
Defendants' “right to compel arbitration pursuant
to the parties' binding arbitration agreement.”
 at 2. A few days after that, Defendants filed a motion
to compel arbitration .
to Defendants' motion to compel, Plaintiff was offered
employment with Copart of Connecticut, Inc. in January 2014.
 at 2. At that time, Copart of Connecticut, Inc.'s
parent company, Copart, Inc., provided Plaintiff with a copy
of the Copart Employee Handbook (“Handbook”),
which contained a description of Defendants' Alternative
Dispute Resolution Program (“DRPA”) and an
acknowledgement form for Plaintiff's signature. See
[16-1] at 3, ¶¶ 5-6. Defendants attach what they
purport to be the electronically signed acknowledgement form,
in which Plaintiff agreed to “be governed by the . . .
Handbook.” [16-2] at 2-3. The acknowledgment form is
also signed by Rory S. Seidens, the Vice President of Human
Resources for Copart, Inc. Id.
DRPA included at the back of the Handbook states that
Plaintiff “acknowledge[s] that, unless otherwise stated
herein, any disputes or claims arising out of [her]
employment or the termination of [her] employment shall only
be resolved by an arbitrator and that the decision of the
arbitrator is final and binding.”  at 3. More
specifically, the DRPA states that it applies “without
limitation, to disputes regarding the employment relationship
. . . termination . . . and claims arising under the . . .
Civil Rights Act of 1964, Americans with Disabilities Act,
Family [and] Medical Leave Act, . . . Genetic Information
Non-Discrimination Act, and state statutes, if any addressing
the same or similar subject matters, and all other state
statutory and common law claims.” Id.
to the Federal Arbitration Act, 9 U.S.C. §§ 1
et seq. (“Act”), “a contract
evidencing a transaction involving commerce to settle by
arbitration a controversy thereafter arising out of such
contract or transaction . . . shall be valid, irrevocable,
and enforceable, save upon such grounds as exist at law or in
equity for the revocation of any contract.” 9 U.S.C.
§ 2. “The effect of the section is to create a
body of federal substantive law of arbitrability, applicable
to any arbitration agreement within the coverage of the
Act.” Moses H. Cone Mem'l Hosp. v. Mercury
Const. Corp., 460 U.S. 1, 24 (1983); see also
Int'l Ins. Agency Servs., LLC v. Revios Reinsurance U.S.,
Inc., 2007 WL 951943, at *2 (N.D. Ill. Mar. 27, 2007)
(“Arbitrability is governed by federal law.”).
Section 2 of the Act is “a congressional declaration of
a liberal federal policy favoring arbitration agreements,
notwithstanding any state substantive or procedural policies
to the contrary.” Moses H. Cone, 460 U.S. at
24. Thus, “[w]hen the parties have agreed to arbitrate
some matters pursuant to an arbitration clause, ‘the
law's permissive policies in respect to arbitration
counsel that any doubts concerning the scope of arbitral
issues should be resolved in favor of
arbitration.'” Local 73, Serv. Employees
Int'l Union, AFL-CIO v. UChicago Argonne, LLC, No.
10 C 2903, 2011 WL 635862, at *3 (N.D. Ill. Feb. 11, 2011)
(quoting Granite Rock Co. v. Int'l Bhd. Of
Teamsters, 561 U.S. 287, 298 (2010)). “[A]n order
to arbitrate the particular grievance should not be denied
unless it may be said with positive assurance that the
arbitration clause is not susceptible of an interpretation
that covers the asserted dispute.” Int'l Bhd.
of Elec. Workers, Local 21 v. Illinois Bell Tel. Co.,
491 F.3d 685, 687-88 (7th Cir. 2007) (internal quotation
marks and citation omitted).
“gateway” question of “whether the parties
are bound by a given arbitration clause” raises a
substantive “‘question of arbitrability' for
a court to decide.” Howsam v. Dean Witter
Reynolds, Inc., 537 U.S. 79, 84 (2002). This
includes the question of whether an arbitration contract
binds parties who did not sign the agreement. See
id.; First Options of Chicago, Inc. v.
Kaplan, 514 U.S. 938, 943-46 (1995). By contrast, there
is a “presumption . . . that the arbitrator should
decide” procedural questions of arbitrability,
including resolving “‘allegation[s] of waiver,
delay, or a like defense to arbitrability.'”
Howsam, 537 U.S. at 84 (quoting Moses H.
Cone, 460 U.S. at 24-25); see also id.
(“whether prerequisites such as time limits, notice,
laches, estoppel, and other conditions precedent to an
obligation to arbitrate have been met, are for the
arbitrators to decide” (quoting Revised Uniform
Arbitration Act of 2000 (“RUAA”) § 6,
comment 2)); Zurich American Ins. Co. v. Watts
Industries, Inc., 415 F.Supp.2d 887, 890 (N.D. Ill.
2006) (explaining that “procedural”
“gateway issues of arbitrability, ” such as
“waiver and estoppel, ” “are to be referred
to an arbitrator for consideration” (citing
Howsam, 527 U.S. at 84)).
the Act, arbitration may be compelled if the following three
elements are shown: a written agreement to arbitrate, a
dispute within the scope of the arbitration agreement, and a
refusal to arbitrate. See 9 U.S.C. § 4; Kiefer
Specialty Flooring, Inc. v. Tarkett, Inc., 174 F.3d 907,
909-10 (7th Cir. 1999). In this case, it is undisputed that
these three elements are present: Plaintiff, as a condition
of employment, signed a written agreement to abide by the
Handbook, including its arbitration clause. The arbitration
agreement covers “any disputes or claims arising out of
[Plaintiff's] employment or the termination of [her]
employment, ” including specifically the Title VII,
ADA, Genetic Information Non-Discrimination Act, and related
state-law claims alleged in Plaintiff's amended
complaint.  at 3. And Plaintiff has refused to arbitrate.
Plaintiff opposes arbitration on three grounds. First,
Plaintiff argues that Defendants waived the right to
arbitrate by waiting too long to invoke the arbitration
agreement. Second, Plaintiff argues that Defendants are
equitably estopped from enforcing the arbitration agreement
because they failed to timely disclose the arbitration