Pofahl v. HOME REMODELING GROUP, LLC

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
ALIKI POFAHL 	:
: 	CIVIL ACTION
v. 	: 	No. 26-3069
:
POWER HOME REMODELING 	:
GROUP LLC 	:
McHUGH, J. 	October 15, 2026
MEMORANDUM
This is an employment discrimination case where Plaintiff alleges that she was subjected
to sex, pregnancy, and disability discrimination. 	The Defendant-employer moves to compel
arbitration based upon an arbitration agreement Plaintiff signed as part of her employment
onboarding. Although the agreement is very poorly drafted, a valid agreement to arbitrate exists.
But it does not yield the result Defendant seeks. 	That is so because Plaintiff’s complaint falls
within the scope of the agreement’s broad exclusion from arbitration of “claims, disputes or
controversies . . . seeking equitable relief.” ECF No. 9-4 at 8. The motion to compel arbitration
will therefore be denied.
I. 	Relevant Facts
In August 2021, Plaintiff Aliki Pofahl began working for Defendant Power Home
Remodeling Group LLC. As part of her onboarding, Plaintiff was required to sign a Confidential
Information, 	Intellectual 	Property, 	Restrictive 	Covenant 	and 	Arbitration 	Agreement
(“Agreement”), which included an arbitration provision. The Agreement states, in relevant part:
Employee agrees that any claims, disputes or controversies initiated by the
Company or Employee or on Employee’s behalf . . . seeking equitable relief
(including, without limitation, claims for declaratory or injunctive relief or to an
equitable accounting) . . . shall not be subject to arbitration as set forth below and
shall be filed exclusively in the federal or state courts in the Eastern District of
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Pennsylvania or Chester County, Pennsylvania . . . In addition, the Company and
Employee (the “Parties”) agree to waive their right to have a trial before a jury on
any claim, dispute or controversy that shall be determined in court. 	In order to
allow for a prompt, fair and confidential way to resolve all disputes arising under
or relating to this Agreement other than the Excluded Claims, the Parties agree to
mandatory arbitration as set forth below. The Parties understand that by entering
into this Agreement, they are giving up their right to have disputes arising out of or
in any way related to Employee’s employment with the Company (or application
for employment) decided in a court of law and, if applicable, by a jury. It is agreed
and understood that the term “Employee” includes both applicants who are and are
not hired by the Company.
ECF No. 9-4 at 8; ECF No. 11-6 at 5. 	The onboarding documents continue for an additional
twenty-two pages, and include a series of company policies, each of which Plaintiff was separately
required to acknowledge, together with her acknowledgement of receipt of the company’s
Employee Handbook. But at no point do they provide details of the procedure for arbitration.
II. 	Standard of Review
Because the arbitration agreement was not part of the pleadings but was submitted in
connection with the motion to compel arbitration, the summary judgment standard in Federal Rule
of Civil Procedure 56 applies. Young v. Experian Info. Sols., Inc., 119 F. 4th 314, 319 (3d Cir.
2024). Plaintiff does not dispute the genuineness of the agreement, and both its enforceability and
its scope can be decided as a matter of law.1
III. 	Discussion
“A motion to compel arbitration calls for a two-step inquiry into (1) whether a valid
agreement to arbitrate exists and (2) whether the particular dispute falls within the scope of that
agreement.” Trippe Mfg. Co. v. Niles Audio Corp., 401 F. 3d 529, 532 (3d Cir. 2005). “When a
1 Only Plaintiff argues that discovery is necessary. Defendant maintains that the issue is one of law and
that further discovery is unnecessary. See ECF No. 12 at 3.
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dispute consists of several claims, the court must determine on an issue-by-issue basis whether a
party bears a duty to arbitrate.” Id. I conclude that although a valid agreement to arbitrate exists,
the issues in this case fall outside the scope of that agreement.
A valid arbitration agreement exists with sufficiently definite terms.
The parties formed a valid agreement to arbitrate. The Federal Arbitration Act (“FAA”)
states that a “written provision in . . . 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.” 9 U.S.C. § 2. “To determine whether the parties agreed to
arbitrate,” courts “turn to ‘ordinary state-law principles that govern the formation of contracts.’”
Kirleis v. Dickie, McCamey & Chilcote, P.C., 560 F. 3d 156, 160 (3d Cir. 2009) (quoting First
Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944 (1995)); see also Blair v. Scott Specialty Gases,
283 F. 3d 595, 603 (3d Cir. 2002) (“A federal court must generally look to the relevant state law
on the formation of contracts to determine whether there is a valid arbitration agreement under the
FAA.”).
“Under Pennsylvania law, contract formation requires: (1) a mutual manifestation of an
intention to be bound, (2) terms sufficiently definite to be enforced, and (3) consideration.” Kirleis,
560 F. 3d at 160. Plaintiff does not dispute the adequacy of consideration, and her signature on
the Agreement manifests an intent to be bound. See Germantown Sav. Bank v. Talacki, 657 A. 2d
1285, 1289 (Pa. Super. Ct. 1995) (noting that a signature clearly evidences a party’s intention to
be bound by the signed agreement). The remaining question is whether the terms of the agreement
are sufficiently definite to be enforced. In Pennsylvania, “not every term of a contract must always
be stated in complete detail.” Snaith v. Snaith, 422 A. 2d 1379, 1382 (Pa. Super. Ct. 1980). The
determinative factor is whether the terms are sufficiently definite to give a court a reasonably
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certain basis to provide remedies. Helpin v. Trs. of Univ. of Pa., 969 A. 2d 601, 611 (Pa. Super.
Ct. 2009), aff’d, 10 A. 3d 267 (Pa. 2010).
Plaintiff argues that that the phrase “as set forth below” in the Agreement necessarily
signifies missing terms, requiring some detail as to the identity of the arbitrators, governing rules,
and cost allocation. ECF No. 11-1 at 4-5. But both the FAA and Pennsylvania’s Revised Statutory
Arbitration Act implicitly recognize that arbitration agreements do not always include such detail
by empowering courts to appoint arbitrators where an agreement is silent. See 9 U.S.C. § 5; 42
Pa. Cons. Stat. § 7321.12. 	The ability of a court to appoint arbitrators is consistent with the
principle of Pennsylvania contract law which provides that “[i]f an essential term is left out of the
agreement, the law will not invalidate the contract but will include a reasonable term” consistent
with the expressed intention of the parties. Greene v. Oliver Realty, Inc., 526 A. 2d 1192, 1194
(Pa. Super. Ct. 1987). Even failure to address such critical terms as allocation of the costs and fees
associated with arbitration does not necessarily render the agreement unenforceable. Green Tree
Fin. Corp.-Ala. v. Randolph, 531 U.S. 79, 92 (2000). Importantly, the Agreement did not simply
stop after the language Plaintiff highlights. 	After the reference to “mandatory arbitration as set
forth below,” the Agreement proceeds to state that the employee and company will arbitrate all
disputes arising out of the employee’s employment, carving out excluded claims. 	In short, the
Agreement supplied content under the rubric of “below,” only it addressed scope rather than
procedure.
Plaintiff relies heavily upon Bair v. Manor Care of Elizabethtown, PA, LLC, 108 A. 3d 94
(Pa. Super. Ct. 2015). There, the personal representative of a nursing home patient signed a blank
form contract with the names of the parties never filled in, which the nursing home itself never
signed. 	108 A. 3d at 96-97. 	The contract specifically incorporated by reference a brochure
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describing the arbitration process, but the brochure was never supplied. 	Id. at 96, 98. 	Not
surprisingly, the court held there was no meeting of the minds. Id. at 97-98. Here, in contrast, the
parties are named, the agreement to arbitrate is clear, and the scope of claims subject to arbitration
is defined. If the parties cannot agree on an arbitrator, the Court is empowered to appoint one. I
therefore find that a valid agreement to arbitrate exists between Plaintiff and Defendant.2
The issues in this case fall within the Agreement’s exclusion.
The issues in this case, however, are not subject to arbitration under the literal terms of the
Agreement. 	Plaintiff argues that the Agreement excludes “any claims asserted by Employee
seeking equitable relief,” further observing that “[e]ach of the ad damnum clauses” in Plaintiff’s
Complaint “seeks multiple forms of equitable relief.” 	ECF No. 11-1 at 15-16. 	“Accordingly,”
Plaintiff reasons, “when the entire putative arbitration provision is considered, it is undeniable that
it does not apply to this lawsuit.” Id. at 16. Plaintiff concludes that “[u]nder the plain meaning
of” the Agreement, “if the ‘claim, dispute or controversy’ seeks equitable relief, that claim, dispute
or controversy is not subject to arbitration.” Id. I agree.
“Arbitration under the [FAA] is a matter of consent, not coercion, and parties are generally
free to structure their arbitration agreements as they see fit.” Volt Info. Scis., Inc. v. Bd. of Trs. of
Leland Stanford Junior Univ., 489 U.S. 468, 479 (1989). 	Parties may, for example, “limit by
contract the issues which they will arbitrate.” 	Id. 	Here, the Agreement states that “Employee
agrees that any claims, disputes or controversies initiated by the Company or Employee or on
2 I reject Plaintiff’s argument that the Agreement is not enforceable on unconscionability grounds.
Although Plaintiff has shown some procedural unconscionability, she has not made a showing that the
Agreement is substantively unconscionable. See Quilloin v. Tenet HealthSystem Phila., Inc., 673 F. 3d 221,
230 (3d Cir. 2012) (“To prove unconscionability under Pennsylvania law, a party must show that the
contract was both substantively and procedurally unconscionable.”).
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Employee’s behalf . . . seeking equitable relief . . . shall not be subject to arbitration as set forth
below . . .” ECF No. 9-4 at 8. As Plaintiff notes, the agreement therefore excludes an issue from
arbitration if it is (1) a claim or a dispute or a controversy that (2) seeks equitable relief.
“[W]hether a dispute falls within the scope of an arbitration clause depends upon the
relationship between (1) the breadth of the arbitration clause, and (2) the nature of the given claim.”
CardioNet, Inc. v. Cigna Health Corp., 751 F. 3d 165, 172 (3d Cir. 2014). It is well-established
that courts “must resolve ‘any doubts concerning the scope of arbitrable issues in favor of
arbitration.’” Id. (quoting Moses H. Cone Mem. Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-
25 (1983)) (alteration in original). “However, the Supreme Court has repeatedly warned against
‘overreading its precedent’ concerning the presumption of arbitrability.” 	Id. (quoting Granite
Rock Co. v. Int’l Bhd. of Teamsters, 561 U.S. 287, 299 (2010)) (alterations in original). 	“The
presumption in favor of arbitration does not ‘take courts outside the settled framework’ of using
principles of contract interpretation to determine the scope of an arbitration clause.” Id. at 172-73
(quoting Granite Rock, 561 U.S. at 302) (alterations in original). 	“Thus, the presumption of
arbitrability applies only where an arbitration agreement is ambiguous about whether it covers the
dispute at hand. 	Otherwise, the plain language of the contract controls.” 	Id. at 173 (citation
omitted); see also Gay v. CreditInform, 511 F. 3d 369, 387 (3d Cir. 2007) (noting that “while
interpretive disputes should be resolved in favor 	of arbitrability, a compelling case for
nonarbitrability should not be trumped by a flicker of interpretive doubt”) (quoting Medtronic
AVE, Inc. v. Advanced Cardiovascular Sys., Inc., 247 F. 3d 44, 55 (3d Cir. 2001)).
A court is obligated to begin “by carefully analyzing the contractual language in the
arbitration clause at issue.” CardioNet, 751 F. 3d at 173 (internal quotation marks omitted). Under
the Agreement, a topic may be exempt from arbitration if it is a “claim” or a “dispute” or a
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“controversy.” 	The latter two terms are broad, albeit somewhat overlapping. 	See Controversy,
Black’s Law Dictionary (12th ed. 2024) (defining “controversy” as “[a] disagreement or dispute,
esp[ecially] in public” or “[a] justiciable dispute”); Dispute, Black’s Law Dictionary (12th ed.
2024) (defining a “dispute” as “[a] conflict or controversy, esp[ecially] one that has given rise to
a particular lawsuit”); see also Trippe, 401 F. 3d at 533 (describing an arbitration clause covering
“all disputes, claims, and controversies arising under [a contract], or a breach thereof” as “very
broad”); Cornelius v. CVS Pharmacy Inc., 133 F. 4th 240, 246-47 (3d Cir. 2025) (discussing the
ordinary meaning of “dispute”). The ordinary meaning of a “controversy” refers to the entire set
of facts and issues that the parties disagree over, i.e., an entire case. This is borne out by the fact
that the judicial power created by Article III, § 2 of the Constitution extends to “Cases” and
“Controversies.” And the statute defining the scope of federal jurisdiction makes clear that claims
are subsumed within a matter pending before a federal court: “the district courts shall have
supplemental jurisdiction over all other claims that are so related to claims in the action within
such original jurisdiction that they form part of the same case or controversy under Article III of
the United States Constitution.” 28 U.S.C. § 1367(a) 	Here, Plaintiff’s action is a “controversy,”
it is Defendant’s treatment of Plaintiff that is in “dispute,” and in every count of the Complaint
Plaintiff seeks equitable relief, such as reinstatement and mandatory training. The plain language
of the exclusion exempting the controversy removes this case from arbitration.
The Sixth Circuit recently addressed similar definitional issues in Bruce v. Adams & Reese,
LLP, 168 F. 4th 367 (6th Cir. 2026), providing valuable insight. In Bruce, the Court evaluated
whether a claim for sexual harassment and claims for disability discrimination fell within the same
“case” for purposes of the Ending Forced Arbitration of Sexual Assault and Sexual Harassment
Act’s (“EFAA’s”) ban on mandatory arbitration of sexual harassment claims. 168 F. 4th at 381-
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82. It concluded that because the disability claims were part of the same case as the claims for
sexual harassment, they were not subject to arbitration. Id. at 385-86. Starting with the text, it
noted the legal definition of a “case” as a “civil or criminal proceeding, action, suit, or controversy
at law or in equity.” Id. at 382 (quoting Case, Black’s Law Dictionary (12th ed. 2024)). The court
juxtaposed the broad meaning of a “case” with the narrower definition of a “‘claim,’ which denotes
a singular ‘demand for money, property or a legal remedy to which one asserts a right’; i.e., a
‘claim for relief.’” 	Id. (quoting Claim, Black’s Law Dictionary (12th ed. 2024)). 	As the court
noted, a “case” is defined as a type of “controversy,” encompassing all the claims raised.3 So too
in this case, the term “controversy” similarly encompasses the entire body of claims brought by
Plaintiff. In mathematical terms, “claims” comprise a subset falling within the universal set of a
“controversy.”
The Third Circuit’s instruction to determine arbitrability “on an issue-by-issue basis” if “a
dispute consists of several claims” does not change this outcome. Trippe, 401 F. 3d at 532. As
the Sixth Circuit noted in Bruce, reliance on this principle here would “simply beg[] the question”
of how to define the “issue.” 168 F. 4th at 384. The Agreement requires analysis on a broad plane
that encompasses “claims, disputes or controversies.” 	ECF No. 9-4 at 8 (emphasis added). 	To
paraphrase Bruce, “[b]ecause the [Agreement’s] plain language controls, then each claim that is a
part of [Plaintiff’s controversy] may remain in court, whether we take them claim-by-claim or as
3 The court acknowledged that it was interpreting a statute, not a contract. 168 F. 4th at 384. But the court
stated that “even if the FAA’s contract-interpretation principles were to apply to our interpretation of the
EFAA’s provisions, we could ‘not reach a result inconsistent with the plain text simply because the policy
favoring arbitration is implicated.’ 	Because the EFAA’s text unambiguously precludes arbitration of
Bruce’s entire case, no presumption could compel a different reading.” Id. (quoting EEOC v. Waffle House,
Inc., 543 U.S. 279, 294 (2002)) (citation omitted and alterations in original).
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a whole.” Id. Even defining the “issue” at a more granular level would lead to the same outcome,
because specific claims are necessarily subsumed within the overall controversy,
If the Agreement only excluded “claims” seeking equitable relief from arbitration, the
scope of the clause might be seen as ambiguous, because a claim is narrower than a dispute or a
controversy. See Bruce, 168 F. 4th at 382; see also 28 U.S.C. § 1367(a) (as quoted above). 	A
claim can be understood as a request for a specific kind of relief. 	But Defendant’s decision to
write in “dispute” and “controversy” broadens the scope of the exclusion. 	The Agreement’s
language is unambiguous, meaning that the presumption favoring arbitrability is not applicable.
See In re Prudential Ins. Co. of Am. Sales Practice Litig. All Agent Actions, 133 F. 3d 225, 231
(3d Cir. 1998) (stating that although the presumption “weighs genuine ambiguities against the
resisting party,” it “is not a mandate for courts to ignore explicit textual agreements or to reshape
the parties’ obvious intent”).
Defendant has little response on this point. 	It admits that Plaintiff seeks “equitable
remedies,” but asserts that the “Agreement was plainly intended to carve out claims where the
primary remedy sought is injunctive or declaratory relief.” ECF No. 12 at 10. This argument fails
because the plain language of the contract is the most reliable expression of the parties’ intent.
Bohler-Uddeholm Am., Inc. v. Ellwood Grp., Inc., 247 F. 3d 79, 92 (3d Cir. 2001). The text of the
Agreement contains no indication that the parties meant to qualify the exclusion clause by the
“primary remedy” sought in the “claims, disputes or controversies.” 	Defendant wrote the
Agreement and gave it to Plaintiff to sign, and cannot now avoid the plain language that it drafted.
In sum, the issues in this case are not arbitrable because the Agreement, which Defendant
drafted, unambiguously excludes them from arbitration.
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IV. 	Conclusion
For the reasons set forth above, Defendant’s Motion to Compel Arbitration will be denied.
An appropriate order follows.
/s/ Gerald Austin McHugh
United States District Judge
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