Natalie Ragland v. IEC US Holdings, Inc.

[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 23-12389
Non-Argument Calendar
____________________
NATALIE RAGLAND,
Plaintiff-Appellee,
versus
IEC US HOLDINGS, INC.,
d.b.a. Florida Career College,
Defendant-Appellant.
____________________
Appeal from the United States District Court
for the Middle District of Florida
D.C. Docket No. 6:22-cv-00995-WWB-LHP
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 1 of 11

-- 1 of 11 --

2 Opinion of the Court 23-12389
____________________
Before WILLIAM PRYOR , Chief Judge, and NEWSOM and ANDERSON,
Circuit Judges.
PER CURIAM:
IEC US Holdings, Inc., a corporation doing business as Flor-
ida Career College, appeals the denial of its motion to compel Na-
talie Ragland to arbitrate her complaint alleging that IEC discrimi-
nated and retaliated against her based on her age in violation of the
Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and
the Florida Civil Rights Act of 1992, Fla. Stat. § 760.01. The district
court ruled that IEC failed to prove that the parties entered into a
valid arbitration agreement. We affirm.
After Ragland filed her complaint, IEC moved to compel ar-
bitration. IEC argued that Ragland knew that agreeing to its Alter-
native Dispute Resolution Program Arbitration Agreement was a
condition of employment because her employment application
and offer letter both referenced the arbitration requirement. IEC
argued that the arbitration requirement also was “expressly con-
tained in the stand-alone Arbitration Agreement that Ragland re-
ceived and ‘executed’ on her first day of employment.” Although
Ragland’s counsel told IEC that she never “signed” the agreement,
but instead wrote, “No Refused,” on the signature line, IEC as-
serted that the agreement was enforceable because she assented to
arbitration by signing the employment application and offer letter
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 2 of 11

-- 2 of 11 --

23-12389 Opinion of the Court 3
and by commencing employment with knowledge of the require-
ment.
IEC attached copies of Ragland’s employment application,
which was electronically signed and submitted on August 16 and
27, 2018, and stated above the acknowledgment section:
If an offer of employment is extended, in considera-
tion for accepting employment, by signing below, I
confirm my voluntary agreement to submit to final
and binding arbitration for any and all claims and dis-
putes with IEC, including but not limited to those re-
lated in any way to my employment or the termina-
tion of my employment . . . I understand further that
final and binding arbitration will be the sole and ex-
clusive remedy for any such claim and dispute against
both IEC and/or its employees, officers, directors or
agents, and that, by agreeing to use arbitration to re-
solve such claims or disputes, both IEC and I agree to
forego any right we each may have had to a jury trial
on these claims or disputes.
The statement further provided “that the application does not con-
stitute an employment contract.”
IEC attached a copy of the written offer letter, which it al-
leged Ragland received and signed on February 27, 2019. The offer
letter specified: “This offer of employment is contingent upon the
following: . . . Your agreement to the terms of the Company’s Al-
ternative Dispute Resolution Agreement (enclosed) and returning
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 3 of 11

-- 3 of 11 --

4 Opinion of the Court 23-12389
the signed Agreement along with a signed copy of this offer let-
ter . . . .” Ragland signed the letter:
A week later, Ragland reported for onboarding. According
to Barbara Perez, the business office manager responsible for
onboarding new employees, every new hire was required to exe-
cute the arbitration agreement before proceeding with other
onboarding procedures. Perez attested that no employee had ever
refused to sign the arbitration agreement, nor had any employee
ever questioned whether the agreement was mandatory for em-
ployment. Although Perez could not recall all the details of
Ragland’s onboarding, Perez was “certain that her onboarding was
unremarkable in that she did not question the Arbitration Agree-
ment or refuse to sign it” because Perez “would have certainly re-
membered it.” Perez stated that after Ragland “signed” the arbitra-
tion agreement, Perez executed it on IEC’s behalf and did not scru-
tinize Ragland’s signature because she was “not a handwriting ex-
pert and her signature appeared to resemble ‘Na Ragland’ or some-
thing to that effect.”
IEC attached a copy of the allegedly-signed arbitration
agreement. Paragraphs two and three stated that the agreement
was binding on the employee and IEC and covered all claims
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 4 of 11

-- 4 of 11 --

23-12389 Opinion of the Court 5
related to employment, including claims under the Age Discrimi-
nation in Employment Act and applicable state law. Paragraph ten
contained an integration clause:
Amendment: This is the entire agreement between
Employee and the Company regarding dispute reso-
lution, and supersedes any and all prior agreements
regarding these issues. Oral representations or agree-
ments made before or after Employee’s employment
do not alter this agreement. This Agreement may not
be amended, modified, altered or supplemented
other than in a writing signed by a duly authorized
agent of the Company and by the Employee which
specifically references this Agreement.
Above the signature line on the final page, the agreement stated in
all capital letters and bold font: “BY SIGNING THIS
AGREEMENT, YOU AND THE COMPANY ARE AGREEING
TO HAVE ANY AND ALL CLAIMS THAT ARISE OUT OF
YOUR EMPLOYMENT DECIDED BY NEUTRAL
ARBITRATION INSTEAD OF A JURY OR COURT TRIAL.
THIS ARBITRATION AGREEMENT AFFECTS YOUR LEGAL
RIGHTS.” It further stated: “By signing here, Employee acknowl-
edges that Employee has read, understood, and agrees to be legally
bound to the terms of this Agreement.” (emphasis added) Ragland
wrote the date and printed her name on the “Name (Printed)” line,
but she wrote, “No Refused,” on the “Employee Signature” line:
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 5 of 11

-- 5 of 11 --

6 Opinion of the Court 23-12389
Below Ragland’s signature block, Perez printed her name and title.
Ragland opposed the motion to compel arbitration and ar-
gued that IEC failed to produce a valid agreement to arbitrate.
Ragland submitted a declaration and attested that after receiving
the offer letter and copy of the arbitration agreement, she called
Perez and asked what she should do if she was unwilling to accept
the arbitration agreement. Ragland stated that Perez instructed her
“to simply put down that I refused,” so she wrote the words “No
Refused” and returned the signed offer letter and the rejected arbi-
tration agreement.
The magistrate judge issued a report and recommendation
that the motion to compel arbitration be denied. The magistrate
judge determined that an evidentiary hearing or trial was unneces-
sary because the material facts were undisputed. The magistrate
judge identified the only dispute as whether Ragland signed her
name on the arbitration agreement or instead wrote, “No Re-
fused.” The magistrate judge found that “to the naked eye, it is
clear that the signature on the February 27, 2019 offer letter . . . dif-
fers in nearly all respects from what [IEC] claims is [Ragland’s] sig-
nature on the Arbitration Agreement.” The magistrate judge found
that the arbitration agreement “clearly shows that the phrase ‘No
Refused’ is indeed written on the signature line.” The magistrate
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 6 of 11

-- 6 of 11 --

23-12389 Opinion of the Court 7
judge noted the “very unusual circumstances” of Ragland’s rejec-
tion but concluded that IEC failed to carry its burden to prove the
existence of a valid agreement, including by failing to argue or prof-
fer evidence from a handwriting expert that Ragland had signed her
name on the agreement. Further, the magistrate judge concluded
that both the integration clause in the arbitration agreement and
the express requirement that the agreement be accepted “BY
SIGNING THIS AGREEMENT” meant that neither the employ-
ment application nor the offer letter could substitute for her signa-
ture on the agreement, and her continued employment could not
constitute acceptance under the terms of the agreement. IEC ob-
jected to the report and recommendation.
The district court overruled the objections and denied the
motion to compel arbitration because IEC failed to prove that a
valid arbitration agreement existed. The district court explained
that although a factual dispute existed regarding whether Perez
told Ragland that she could refuse the arbitration agreement, that
dispute was immaterial to whether Ragland in fact signed the
agreement. As for IEC’s contention that Perez believed Ragland
had signed the agreement using words resembling “Na Ragland,”
the district court stated that although it did “not condone
[Ragland’s] apparent deception,” it agreed with the magistrate
judge that the signature line clearly stated, “No Refused,” and did
not resemble Ragland’s signature on the offer letter. The district
court rejected IEC’s argument that the employment application,
offer letter, and commencement of employment could constitute
acceptance in the light of the controlling last writing, which
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 7 of 11

-- 7 of 11 --

8 Opinion of the Court 23-12389
evidenced a clear, written refusal to arbitrate and nullified any pre-
vious acts of assent.
We review de novo the denial of a motion to compel arbitra-
tion. Dasher v. RBC Bank (USA), 882 F.3d 1017, 1021 (11th Cir. 2018).
Under the Federal Arbitration Act, when a party moves to compel
arbitration, the district court determines whether “the making of
the agreement for arbitration or the failure to comply therewith
is . . . in issue.” 9 U.S.C. § 4. “If, under a summary judgment-like
standard, the district court concludes that there is no genuine dis-
pute as to any material fact concerning the formation of such an
agreement, it may conclude as a matter of law that the parties did
or did not enter into an arbitration agreement.” Burch v. P.J. Cheese,
Inc., 861 F.3d 1338, 1346 (11th Cir. 2017) (quotation marks omitted,
alteration adopted).
The district court correctly denied the motion to compel
Ragland to arbitrate. IEC cannot force Ragland to arbitrate after
she not only declined to sign the agreement but expressly
“[r]efused” the final written agreement. Although “no signature is
needed to satisfy the [Act’s] written agreement requirement,” state
law governs “whether an enforceable contract or agreement to ar-
bitrate exists” in the first place. Caley v. Gulfstream Aerospace Corp.,
428 F.3d 1359, 1368–69 (11th Cir. 2005). Florida law, which the par-
ties agree governs, requires the party seeking enforcement to prove
that an agreement exists—including offer, acceptance, considera-
tion, and sufficient specification of essential terms. CEFCO v. Odom,
278 So. 3d 347, 352 (Fla. Dist. Ct. App. 2019). An “objective test is
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 8 of 11

-- 8 of 11 --

23-12389 Opinion of the Court 9
used to determine whether a contract is enforceable.” Robbie v. City
of Miami, 469 So. 2d 1384, 1385 (Fla. 1985) (“The making of a con-
tract depends not on the agreement of two minds in one intention,
but on the agreement of two sets of external signs . . . .”).
IEC argues that the district court should have held a hearing
or bench trial to resolve contested facts and credibility issues re-
garding whether Perez told Ragland that she could refuse the arbi-
tration agreement. But we disagree. The alleged verbal exchange
between Ragland and Perez is immaterial to whether Ragland
signed the arbitration agreement as required by its terms. Under
both accounts, the undisputed material fact remains that Ragland
did not inscribe her signature on the agreement. See Kendel v. Pon-
tious, 261 So. 2d 167, 169–70 (Fla. 1972) (restating the familiar rule
that “acceptance shall be made in the manner, at the place, and
within the time expressly or impliedly designated in the offer”); Sig-
nature, B LACK ’S LAW DICTIONARY (11th ed. 2019) (defining “signa-
ture” as a “person’s name or mark written by that person or at the
person’s direction; esp., one’s handwritten name as one ordinarily
writes it . . . .”).
Although IEC contends that the district court erred in find-
ing that it was “undisputed” that the words on the signature line
said, “No Refused,” IEC never denied that the words said, “No Re-
fused,” nor did IEC argue that the words were in fact Ragland’s
signature. Instead, IEC argued that Ragland wrote “what appeared
to be her name” and that Perez “believed that Ragland had signed it
‘Na Ragland.’” Under an objective test, Perez’s belief is immaterial
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 9 of 11

-- 9 of 11 --

10 Opinion of the Court 23-12389
where the writing clearly and undisputedly states, “No Refused.”
See Robbie, 469 So. 2d at 1385. Insofar as IEC contends that Perez’s
testimony that she “never had an employee refuse to sign” the
agreement materially conflicted with Ragland’s allegation that she
rejected the agreement, we disagree because regardless of what
Ragland said or did not say to Perez, Ragland still did not sign the
agreement. See id.
The district court also correctly rejected IEC’s argument
that Ragland agreed to arbitration by electronically signing the em-
ployment application and signing the offer letter. Although both
documents referenced the arbitration requirement and the offer
letter included a copy of the arbitration agreement, the terms of
the arbitration agreement specified that “[t]his is the entire agree-
ment between Employee and the Company regarding dispute res-
olution, and supersedes any and all prior agreements regarding
these issues.” Moreover, the employment application expressly dis-
claimed constituting a contract, and the offer letter specified that
not only must Ragland agree to the terms of the enclosed arbitra-
tion agreement, but she must “return[] the signed Agreement along
with a signed copy of this offer letter.” The terms of the offer letter
did not provide Ragland the option to accept the arbitration agree-
ment only by signing the offer letter; both the signed offer letter
and the signed arbitration agreement were necessary under the
terms of IEC’s offer. Because Ragland did not sign the arbitration
agreement, IEC failed to prove that Ragland manifested valid ac-
ceptance of the arbitration agreement.
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 10 of 11

-- 10 of 11 --

23-12389 Opinion of the Court 11
Insofar as IEC argues that Ragland’s commencement and
continuance of employment with IEC with knowledge of the arbi-
tration requirement constitutes acceptance, we again disagree.
Continuation of employment constitutes acceptance of an agree-
ment to arbitrate when the terms of the agreement specify that
continuing employment is a valid method of acceptance. See e.g.,
Caley, 428 F.3d at 1374–75 (explaining that the arbitration policy
“clearly announced” that “acceptance of employment or the con-
tinuation of employment by an individual shall be deemed to be
acceptance” of the policy and that “no signature would be required
for the policy to be applicable”); Santos v. Gen. Dynamics Aviation
Servs. Corp., 984 So. 2d 658, 659–61 (Fla. Dist. Ct. App. 2008) (ex-
plaining that although the employee did not sign the arbitration
policy, the policy expressly provided that continuation of employ-
ment would be deemed acceptance of the policy). In contrast, IEC’s
arbitration agreement expressly required acceptance by signing the
agreement. See Caley, 428 F.3d at 1375; Kendel, 261 So. 2d at 169–70.
We AFFIRM the denial of the motion to compel arbitration.
USCA11 Case: 23-12389 Document: 32-1 Date Filed: 01/30/2024 Page: 11 of 11

-- 11 of 11 --