Enforceability of Contractual Class-Action Waivers in MDL Proceedings: Peter Maldini v. Marriott International

Introduction

In Peter Maldini v. Marriott International, Incorporated (4th Cir. June 3, 2025), the United States Court of Appeals for the Fourth Circuit confronted whether a broad class-action waiver buried in the Starwood Preferred Guest Program (“SPG”) Terms and Conditions could be enforced against putative class members when their disputes were consolidated in a multidistrict litigation (MDL). Plaintiffs—former SPG members—sued Marriott and its IT vendor Accenture after a massive data breach compromised 133.7 million guest records. The district court, on remand from this Court’s first decision, refused to enforce the waiver, reasoning that Marriott’s participation in MDL proceedings and its agreement to litigate bellwether cases under various state laws had “waived” the waiver, and that any such term conflicted with Federal Rule of Civil Procedure 23. The Fourth Circuit reversed, holding that (1) Marriott did not forfeit or waive its contractual defense, (2) the waiver is valid under New York law, (3) it does not conflict with Rule 23, and (4) it reaches all causes of action “arising out of or related to” the SPG Program—including contract, consumer-protection, and negligence claims. As a result, the court decertified the classes against both Marriott and Accenture.

Summary of the Judgment

The Fourth Circuit reversed the district court’s order recertifying damages and “issue” classes against Marriott and Accenture. Key holdings:

Marriott preserved its right to invoke the SPG Terms’ waiver by raising it in its answer, in motions to dismiss, and in opposing certification.
Participating in consolidated MDL pretrial proceedings is not “inconsistent” with a standalone contractual class-action waiver.
The waiver is severable from co-located choice-of-law and venue clauses, survives under New York’s severability clause, and is not unconscionable.
Contractual class-action waivers do not conflict with Rule 23.
The waiver applies broadly to all disputes “arising out of or related to” the SPG Program, including tort and statutory claims.
Without enforceable classes against Marriott, the limited issue classes against Accenture also fail Rule 23(b)(3)’s superiority requirement.

Analysis

Precedents Cited

In re Marriott Int’l, Inc., Customer Data Sec. Breach Litig. (“Marriott I”), 78 F.4th 677 (4th Cir. 2023) – Vacated certification and remanded to address the contractual waiver.
American Express Co. v. Italian Colors Rest., 570 U.S. 228 (2013) – Contractual class waivers enforceable under federal law.
In re Korean Air Lines Co., Ltd., 642 F.3d 685 (9th Cir. 2011) – MDL pretrial consolidation does not extinguish “individual” cases.
In re Lipitor, 892 F.3d 624 (4th Cir. 2018) – MDL mechanics under 28 U.S.C. § 1407.
Am. Recovery Corp. v. Computerized Thermal Imaging, Inc., 96 F.3d 88 (4th Cir. 1996) – “Arising out of or related to” language covers tort and statutory claims.
Lexecon Inc. v. Milberg Weiss Bershad Hynes & Lerach, 523 U.S. 26 (1998) – MDL remand requirement.
Gillman v. Chase Manhattan Bank, 534 N.E.2d 824 (N.Y. 1988) – Unconscionability standard under New York law.

Legal Reasoning

The Fourth Circuit’s reasoning can be grouped in four discrete steps:

Preservation vs. Waiver:
- Forfeiture: Marriott timely asserted its class-action waiver in its answer, in motions to dismiss, and in its opposition to class certification. There was no “forfeiture” of the right.
- Waiver by Conduct: The district court’s theory that MDL participation was “inconsistent” with a promise to handle cases “individually” misconstrues the contract. MDL coordination is procedural and does not merge cases into a single litigation.
Contractual Interpretation:
- The waiver clause states disputes “will be handled individually without any class action.” Reading “without any class action” as defining “handled individually” avoids rendering part of the clause superfluous.
- A New York–law severability clause preserves the class-action waiver even if other provisions (choice of law, venue) were set aside.
Validity and Public Policy:
- Contractual class-action waivers are neither unconscionable under New York law nor in conflict with Rule 23. Parties may waive class remedies by contract just as they may waive arbitration or a forum.
- Supreme Court and federal circuits uniformly enforce such waivers, including outside arbitration contexts. See Italian Colors.
Scope of the Waiver:
- The phrase “arising out of or related to the SPG Program” is broad enough to encompass contract claims, statutory consumer-protection claims, and tort claims (negligence). Because all causes of action arise from the same guest-program relationship, they fall within the waiver.

Impact

This decision significantly reinforces the enforceability of broad contractual class-action waivers:

It clarifies that participation in MDL pretrial proceedings does not moot or waive a standalone bar on class litigation.
It confirms that Rule 23 does not immunize class suits against express contractual waivers.
It underscores that “arising out of or related to” language is sufficiently expansive to cover tort and statutory claims tied to a contract’s subject matter.
It sends a cautionary signal to plaintiffs’ firms: class certifications may be vulnerable when every potential class member has signed a broad waiver, even if bundled in consumer-form contracts.
District courts will need to scrutinize class-action waivers early in certification proceedings, consistent with Marriott I.

Complex Concepts Simplified

1. Class-Action Waiver: A contractual promise by which signatories agree not to bring or participate in any class-action lawsuit, leaving only individual claims.
2. MDL (Multidistrict Litigation): A judicial mechanism under 28 U.S.C. § 1407 to consolidate similar federal cases for pretrial efficiency, after which cases return to their original courts for trial.
3. Rule 23(b)(3) Superiority Requirement: Class actions must be “superior to other available methods” of adjudication. If individual issues (liability, damages) require extensive follow-up trials, a class may not be superior.
4. Forfeiture vs. Waiver: Forfeiture is failing to timely assert a right.
Waiver is intentionally giving up a known right by inconsistent conduct.
5. Severability Clause: A contract provision that states if one term is found invalid, the rest of the contract remains effective.

Conclusion

In Peter Maldini v. Marriott International, the Fourth Circuit reaffirmed that contractual class-action waivers are enforceable against MDL-style consolidation, are consistent with federal procedural rules, and extend broadly to any dispute “arising out of or related to” the covered program. The court’s reversal and decertification of the classes against Marriott and Accenture underscore the critical importance for both plaintiffs and defendants of identifying and addressing class-action waivers at the certification stage. Going forward, this decision will guide both contracting parties and courts in assessing the interplay between consumer-form litigation waivers and modern mass-tort and MDL practice.