Arbitration Exclusion for “Claims Involving” CBA-Covered Employees: Plain-Meaning Control Over FAA Presumptions

Introduction

In Robert Barnes v. G4S Secure Solutions (USA) Inc., the Sixth Circuit addressed whether an employee’s otherwise broad arbitration agreement can be defeated by an exclusion clause for “claims involving an employee who is covered by a collective bargaining agreement” even when the plaintiff himself was not union-represented. Robert Barnes, a long-tenured security supervisor at Detroit’s Renaissance Center, sued G4S Secure Solutions (USA) Inc. and related entities and individuals alleging race discrimination, hostile work environment, failure to promote, and retaliation.

Defendants sought to compel arbitration. The district court denied the motion as to Barnes based on the agreement’s exclusion for claims “involving” CBA-covered employees, reasoning that Barnes’s claims were anchored in alleged discriminatory acts and promotion decisions by unionized security officers. Defendants pursued an interlocutory appeal under 9 U.S.C. § 16(c). The Sixth Circuit affirmed.

Summary of the Opinion

The court held that the arbitration agreement’s exclusion clause unambiguously removed Barnes’s claims from arbitration because his pleaded causes of action “involv[e]” employees covered by a collective bargaining agreement—namely, the lower-level, unionized security officers whose alleged discriminatory conduct and promotion outcomes formed the factual and causal basis of Barnes’s claims.

Applying Michigan contract law, the court relied on the ordinary meaning of “involving” and found that, under either a broad (“relating to/including”) or narrower (“necessary feature/required accompaniment”) definition, Barnes’s claims still “involve” union employees. The court further rejected reliance on the federal presumption favoring arbitration because an express, unambiguous exclusion leaves no “doubts” for that presumption to resolve.

Analysis

Precedents Cited

  • Ciccio v. SmileDirectClub, LLC, 2 F.4th 577 (6th Cir. 2021)
    Used for the standard of review: denials of motions to compel arbitration are reviewed de novo. This empowered the Sixth Circuit to independently interpret the contract without deference to the district court’s conclusions.
  • Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983)
    Cited for the Federal Arbitration Act’s pro-arbitration policy and the principle that doubts about the scope of arbitrable issues should be resolved in favor of arbitration. The Sixth Circuit treated this as a background rule, not a license to rewrite unambiguous contractual exclusions.
  • Samaan v. Gen. Dynamics Land Sys., Inc., 835 F.3d 593 (6th Cir. 2016)
    Cited to anchor the interpretive method: while the FAA supplies federal policy, state-law contract principles govern interpretation of arbitration agreements (absent displacement by federal law).
  • Chrysler Corp. v. Skyline Indus. Servs., Inc., 528 N.W.2d 698 (Mich. 1995)
    Cited for applying Michigan law given the Michigan-centric employment relationship and assent. It supports the threshold choice-of-law frame the court used before turning to text.
  • Innovation Ventures v. Liquid Mfg., 885 N.W.2d 861 (Mich. 2016)
    A cornerstone Michigan contract case: where terms are unambiguous, interpretation “begins and ends” with the contract’s words, construed in their plain and ordinary meaning to effectuate the parties’ intent at contracting.
  • Miller-Davis Co. v. Ahrens Constr., Inc., 848 N.W.2d 95 (Mich. 2014)
    Quoted via Innovation Ventures to reinforce that plain meaning is used to give effect to intent at the time of contracting.
  • Cavalier Mfg. Co. v. Emps. Ins. of Wausau, 564 N.W.2d 68 (Mich. Ct. App. 1997)
    Cited for the proposition that defined terms receive their specified meanings—important to the court’s contrast between the defined term “the Employee” and the generic phrase “an employee.”
  • McGrath v. Allstate Ins. Co., 802 N.W.2d 619 (Mich. Ct. App. 2010) and Citizens Ins. Co. v. Pro-Seal Serv. Grp., Inc., 730 N.W.2d 682 (Mich. 2007)
    Cited to justify consulting dictionaries for undefined terms like “involving,” providing methodological support for the court’s ordinary-meaning analysis.
  • United States v. Graham, 275 F.3d 490 (6th Cir. 2001)
    Not an arbitration case, but cited for a definition of “involved” as “included,” illustrating that “involving” can naturally carry an inclusion-based meaning.
  • Glob. Prods., Inc. v. Mayser Polymer USA, Inc., No. 339451, 2019 WL 637284 (Mich. Ct. App. Feb. 14, 2019)
    Used to support the interpretive significance of capitalization and defined terms: the agreement’s use of “the Employee” (defined as Barnes) versus “an employee” (broader, non-defined) indicated deliberate breadth in the exclusion clause.
  • Teamsters Loc. Union No. 89 v. Kroger Co., 617 F.3d 899 (6th Cir. 2010)
    Cited for the proposition that broad arbitration clauses are “particularly subject to the presumption in favor of arbitrability.” The Sixth Circuit acknowledged this, but treated it as subordinate to an unambiguous exclusion.
  • Russell v. Citigroup, Inc., 748 F.3d 677 (6th Cir. 2014) and Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662 (2010)
    Central to the court’s limitation on arbitration presumptions: the FAA’s policy does not “short circuit” ordinary contract principles. Where an express provision excludes a dispute, the presumption has no work to do.
  • Simon v. Pfizer Inc., 398 F.3d 765 (6th Cir. 2005)
    Reinforces that even with a broad arbitration clause, an exclusion clause can remove disputes from arbitration. This undercut defendants’ argument that breadth of coverage should dominate interpretation.
  • Barnes v. G4S Secure Sols. (USA) Inc., No. 23-cv- 12897, 2025 WL 769970 (E.D. Mich. Mar. 11, 2025)
    The appealed district court opinion. The Sixth Circuit largely adopted its textual approach and conclusion that the exclusion clause is unambiguous and applicable because Barnes’s claims, as pleaded, are built on conduct and decisions of unionized officers.

Legal Reasoning

  1. State-law contract interpretation governs the text.
    The court began with the agreed premise that Michigan law applies. Under Innovation Ventures v. Liquid Mfg., the analysis turns on the contract’s actual words unless ambiguous.
  2. The exclusion clause is the decisive provision.
    The parties conceded (for appeal purposes) that the agreement is valid and that Barnes’s claims fall within the agreement’s broad initial scope (“all claims or causes of action”). The dispute centered on the carve-out: the agreement “does not apply to claims involving an employee who is covered by a collective bargaining agreement at the time the dispute arises or is filed.”
  3. “Involving” was read by ordinary meaning—and Barnes’s pleaded claims satisfy it.
    The court canvassed ordinary dictionary meanings of “involving,” noting plausible breadth (“relating to,” “including”) and plausible narrowness (“required as a necessary accompaniment”). Importantly, the court did not need to choose between them: Barnes’s own complaint described discrimination and hostile-environment incidents “committed by . . . Caucasian security officers” who were unionized; his retaliation/whistleblower theories arose from reporting those incidents; and his promotion theory relied on union employees receiving promotions over him based on race and reporting history. Thus unionized employees were not mere background witnesses—they were integral actors whose alleged conduct formed the basis of liability theories.
  4. The agreement’s internal drafting choices reinforced a broad exclusion.
    Defendants attempted to reframe the exclusion as limited to claims brought by union members. The court rejected this by focusing on the agreement’s defined term structure: the contract defines “the Employee” (capitalized) as Barnes, but the exclusion uses “an employee” (uncapitalized and generic). Had the parties meant “claims involving” only Barnes’s own union status, they could have used “the Employee.” The agreement’s repeated use of “the Employee” elsewhere made the deviation in this exclusion especially telling.
  5. FAA pro-arbitration presumptions cannot override an unambiguous exclusion.
    While acknowledging Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp. and Teamsters Loc. Union No. 89 v. Kroger Co., the court applied Russell v. Citigroup, Inc. and Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp. to hold that the presumption only resolves genuine uncertainty. When the contract expressly excludes a dispute, “doubts” are not present, and the presumption is “beside the point.”
  6. “Absurd results” objections failed because the hypotheticals did not match the pleaded causal role.
    Defendants’ hypotheticals (a union member as irrelevant witness; “confiding” facts to a union member) were dismissed as relying on a false premise: those scenarios do not make a union employee a substantive part of the claim. Barnes’s claims, by contrast, pleaded union employee conduct as the alleged discrimination, retaliation predicate, and promotion comparator context.

Impact

Although “NOT RECOMMENDED FOR PUBLICATION,” the decision is a meaningful signal—particularly for employers in the Sixth Circuit—on how courts may read arbitration carve-outs tied to collective bargaining agreements.

  • Drafting lesson: exclusion clauses can be broader than “who sued.”
    If drafters intend to exclude only claims asserted by CBA-covered employees, they should say so explicitly (e.g., “claims asserted by the Employee while covered by a CBA”), and harmonize defined terms (“the Employee” vs. “an employee”).
  • Pleading and case theory can determine arbitrability.
    The court tied arbitrability to how claims are constructed in the operative complaint. Where liability theories and factual predicates make CBA-covered employees central actors, an “involving” carve-out may apply even if the plaintiff is non-union management.
  • Limits on FAA presumptions.
    The opinion reinforces a recurring Sixth Circuit theme: federal pro-arbitration policy does not permit courts to ignore clear contractual exclusions, even when the agreement’s general scope is expansive.
  • Intersection of individual arbitration agreements and union environments.
    Workplaces often mix unionized and non-union personnel. This decision underscores that arbitration agreements attempting to coexist with CBAs must be drafted with precision, or employers may face litigation in court for disputes intertwined with union personnel.

Complex Concepts Simplified

  • Motion to compel arbitration: A request to force the lawsuit out of court and into a private arbitration process based on a contract.
  • Exclusion clause (carve-out): Contract language that removes certain disputes from arbitration even if the agreement otherwise covers “all claims.”
  • Collective bargaining agreement (CBA): A contract between an employer and a union governing terms and conditions of employment for represented employees.
  • Presumption in favor of arbitrability: A rule of thumb under the FAA that, when contract language is genuinely uncertain, courts lean toward arbitration. It does not allow courts to rewrite clear exclusions.
  • De novo review: The appellate court considers the issue from scratch, without deferring to the district court’s legal interpretation.
  • Defined terms (“the Employee”) vs. ordinary terms (“an employee”): When a contract defines a term, that term has a fixed meaning; using a different, non-defined phrase typically signals a different scope.

Conclusion

The Sixth Circuit affirmed that an arbitration agreement’s broad coverage yields to an unambiguous carve-out excluding “claims involving” CBA-covered employees. Applying Michigan plain-meaning principles, the court treated “involving” as encompassing claims whose factual and legal predicates include (and here, materially depend upon) the conduct and employment actions of unionized employees. The decision’s key doctrinal contribution is its insistence that FAA pro-arbitration presumptions cannot override clear contractual exclusions—and that careful drafting of defined terms and carve-outs will often determine whether discrimination and retaliation claims proceed in arbitration or in court.