Enforceability of Broad Arbitration Agreements in Employment Contracts: Memory-Lapse Disclaimers Insufficient Under the FAA and Michigan Law

1. Introduction

The Sixth Circuit’s decision in Corey Tucker v. United Wholesale Mortgage, Inc. addresses the enforceability of a broad arbitration clause in an employment agreement. Corey Tucker, an African-American former employee, alleged that co-workers subjected him to racist remarks and that the company retaliated when he complained. Tucker filed suit under 42 U.S.C. § 1981, Title VII, and Michigan’s Elliott-Larsen Civil Rights Act. United Wholesale Mortgage moved to compel arbitration based on a signed employment agreement.

Key Issues:

Whether a valid arbitration agreement exists under Michigan contract law and the Federal Arbitration Act (FAA).
Whether the agreement’s scope encompasses statutory discrimination and retaliation claims.
Whether Tucker’s affidavit—stating he “does not recall” signing—creates a genuine factual dispute.
Whether federal policy favoring arbitration preempts any state-law rule invalidating the agreement.

2. Summary of the Judgment

The Sixth Circuit, reviewing de novo the district court’s order compelling arbitration, held:

United Wholesale Mortgage met its burden under Rule 56 by submitting the signed electronic employment agreement and an HR officer’s affidavit verifying the onboarding process.
Tucker’s bare denial of memory—a “convenient memory lapse”—was insufficient to create a genuine dispute of fact under Michigan law.
The arbitration clause’s broad language (“any dispute arising out of the employment relationship” including “any discrimination or other statutory claims”) covered Tucker’s § 1981, Title VII, and Elliott-Larsen Act claims.
No valid state-law defense (fraud, duress, or procedural unfairness) barred enforcement, and federal law preempts any contrary state rule.
The decision compelling arbitration was affirmed.

3. Analysis

3.1 Precedents Cited

Great Earth Cos. v. Simons, 288 F.3d 878 (6th Cir. 2002) – Standard of review for arbitration orders.
Bates v. Green Farms Condo. Ass’n, 958 F.3d 470 (6th Cir. 2020) – 12(b)(6) context limits.
Boykin v. Family Dollar Stores, 3 F.4th 832 (6th Cir. 2021) – “Convenient memory lapse” doctrine.
Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (2010) – Arbitration as contract matter.
Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) – Federal policy favoring swift arbitration.
Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395 (1967) – Gateway issues limited to arbitration clause validity and scope.
Fazio v. Lehman Bros., 340 F.3d 386 (6th Cir. 2003) – Choice-of-law analysis for arbitration agreements.
Dr.’s Assocs., Inc. v. Casarotto, 517 U.S. 681 (1996) – General contract defenses allowed.
Nestlé Waters N. Am., Inc. v. Bollman, 505 F.3d 498 (6th Cir. 2007) – Construction in favor of arbitration.
Willis v. Dean Witter Reynolds, Inc., 948 F.2d 305 (6th Cir. 1991) – Title VII claims arbitrable.
Rembert v. Ryan’s Fam. Steak Houses, Inc., 596 N.W.2d 208 (Mich. Ct. App. 1999) – Elliott-Larsen Act claims arbitrable.
AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) – FAA preemption of state rules.

3.2 Legal Reasoning

The Sixth Circuit applied the Federal Arbitration Act’s directive that arbitration clauses be “valid, irrevocable, and enforceable” (9 U.S.C. § 2) and that doubts be resolved in favor of arbitration. Under Michigan law, a valid contract requires offer and acceptance; a signed agreement creates a presumption of assent. United Wholesale Mortgage produced evidence of Tucker’s electronic signature via checkbox—legally equivalent to a handwritten signature under Mich. Comp. Laws § 450.837(1).

Once the employer satisfied its initial burden on summary judgment, Tucker needed to show a genuine factual dispute: an unequivocal denial of signing, or evidence of fraud, duress, or procedural unfairness. His affidavit merely stated lack of recollection, insufficient under Boykin and Tinder. His claims of misunderstanding or rushed review contradicted the presumption that parties read what they sign (Farm Bureau Mut. Ins. v. Nikkel, 596 N.W.2d 915, 920 (Mich. 1999)).

Finally, the arbitration agreement’s “extremely broad” language covered “any discrimination or other statutory claims,” easily encompassing § 1981, Title VII, and Elliott-Larsen claims (Rent-A-Ctr; Willis; Rembert). Tucker’s attempt to litigate a separate “procedural fairness” defense was forfeited and unsupported by Michigan law. He also sought to await a Michigan Supreme Court decision (Saidizand), but the FAA preempts any outright prohibition of arbitration.

3.3 Impact

This decision reaffirms key principles:

Broad arbitration clauses in employment agreements will encompass federal and state statutory claims absent strong evidence to the contrary.
Bare denials of memory cannot defeat summary judgment on the existence of an arbitration agreement.
Electronic signature statutes give legal effect to online checkboxes, underpinning the validity of digital contracts.
The FAA’s policy of “speed and simplicity” continues to outweigh speculative state-law defenses.

Employers may confidently rely on well-drafted, broadly worded arbitration clauses; employees must provide concrete evidence of invalidating defenses.

4. Complex Concepts Simplified

Federal Arbitration Act (FAA): Federal law making arbitration agreements enforceable and preempting conflicting state rules.
Summary Judgment (Rule 56): When courts decide a case without trial if no genuine factual dispute exists.
“Convenient Memory Lapse”: A legal label for a plaintiff’s bare denial of signing a contract, which courts will not credit.
“Gateway” vs. “Merits” Issues: Gateway issues involve contract formation and scope (for courts); merits issues involve the underlying dispute (for arbitrators).
Preemption: The FAA displaces state-law rules that single out arbitration for unfavorable treatment.

5. Conclusion

The Sixth Circuit’s decision in Tucker v. United Wholesale Mortgage underscores the judiciary’s robust enforcement of arbitration agreements under both the FAA and Michigan law. By rejecting memory-lapse denials and reaffirming the enforceability of broadly worded clauses covering statutory discrimination and retaliation claims, the court has clarified that digital signatures and contractual presumptions suffice to compel arbitration. This opinion strengthens the predictability of arbitration clauses in the employment context and limits the viability of speculative, unsupported defenses. Future litigants—employees and employers alike—must bear this precedent in mind when negotiating, signing, or challenging arbitration agreements.