Ma v. Twitter, Inc.

Background

Fabien Ho Ching Ma, Laila Amlani, Jonathan Willis, Melissa Olson, Sasha Solomon, Ryan Crowley, Grae Kindel, Sarah Rosen, and Adam Treitler filed a petition under the Federal Arbitration Act seeking to require Twitter, Inc. and X Corp. to arbitrate claims brought by former Twitter employees. The court had denied class certification. X Corp. had allowed the claims of Grae Kindel, Sarah Rosen, and Sasha Solomon to move forward, leaving individual claims by Ma, Amlani, Willis, Olson, Crowley, and Treitler.

All petitioners except Crowley presented signed dispute-resolution agreements selecting Judicial Arbitration and Mediation Services, or JAMS, as the arbitration provider. The parties did not dispute that the petitioners signed the agreements, did not opt out, and brought claims within the agreements’ scope. The disputes concerned who had to pay arbitration fees, how to conduct arbitration for Amlani, Willis, and Olson in states where JAMS lacked qualifying arbitrators, and whether X Corp. had to provide Crowley with a signed copy of his agreement.

The agreements stated that arbitration generally had to occur no more than 45 miles from the employee’s workplace and that the arbitrator had to meet specified state-licensing or judicial-experience requirements. They also required arbitration under the then-current JAMS rules. JAMS determined that its employment-arbitration standards applied and that X Corp. had to pay all arbitration fees other than the initial JAMS case-management fee. X Corp. declined to proceed under those standards in jurisdictions where fee-sharing was lawful, and the arbitrations did not move forward.

Venue under the Federal Arbitration Act

Section 4 of the Federal Arbitration Act allows a party to ask a federal district court to order arbitration, but states that the arbitration hearing and proceedings must occur in the district where the petition was filed. The court held that venue for the petition was proper in the Northern District of California under Ninth Circuit precedent, even though the agreements required arbitration outside that district.

The court nevertheless concluded that it could not order arbitration in this district when doing so would conflict with the agreements’ location provisions. It distinguished prior authority in which a party had agreed to arbitration in a different district or had itself invoked the court’s jurisdiction there.

Ma and Treitler

The court rejected the argument that a post by Elon Musk created a contract requiring X Corp. to pay Treitler’s legal fees. It also rejected X Corp.’s argument that the dispute-resolution agreements required a 50/50 split of arbitration fees where applicable law did not require the company to pay all fees.

The court held that the agreements delegated the initial fee-allocation question to JAMS under the JAMS rules and that JAMS’s general counsel was authorized to act for JAMS before an individual arbitrator had been appointed. The court deferred to JAMS’s determination that its minimum standards applied and held that X Corp. was required to pay the initial arbitration fees ordered by JAMS so that Ma’s and Treitler’s arbitrations could move forward. An individual arbitrator could later reconsider fee allocation under the agreements.

The court denied the request to compel arbitration in this case because Section 4 did not authorize the court to order arbitration outside this district, while ordering arbitration in this district would conflict with the agreements. It stayed the case as to Ma and Treitler so they could seek an order compelling arbitration from a court in an appropriate venue.

Amlani, Willis, and Olson

Amlani, Willis, and Olson worked in locations where JAMS did not have arbitrators who met the agreements’ state-licensing requirements. X Corp. would not agree to waive those requirements. The court held that the agreements did not allow JAMS to appoint an arbitrator without regard to the location and licensing provisions.

The court found that JAMS was unavailable to conduct the arbitrations as required under the agreements. It did not decide that JAMS’s identity was so essential that the agreements became unenforceable. The court also declined to appoint a substitute arbitrator because X Corp. had not filed a motion seeking that relief and the parties’ arguments were underdeveloped.

The court ordered the parties to meet and confer about how to proceed, including whether they could agree on arbitrators, whether this court had authority to appoint arbitrators outside the district, how any appointment should be made, and whether to stay the case so the petitioners could seek enforcement in another venue. The parties had to file a joint statement containing their joint or competing proposals by February 21, 2025.

Crowley

The court declined to order X Corp. to provide Crowley’s counsel with a copy of his signed arbitration agreement. It found that the cited California Labor Code provision did not apply to former employees and that counsel had not provided the written authorization required by another cited provision. The court also found that the petitioners had cited no other authority supporting the requested production order.

Even without ordering production of the document, the court found that both sides agreed Crowley had signed an agreement requiring arbitration through JAMS and had not opted out. The court therefore found that Crowley was subject to the arbitration agreement and had to arbitrate through JAMS. But because Crowley had not worked within 45 miles of this district, the court declined to compel arbitration here and stayed the case as to Crowley so he could seek an order from the appropriate court.

Disposition

The court denied the petitioners’ motion to compel arbitration. It concluded that arbitration should be compelled as to all remaining petitioners, but did not enter an order compelling arbitration as to Ma, Crowley, and Treitler because this court could compel arbitration only in this district, contrary to their agreements. The case was stayed as to those three petitioners, and the parties were ordered to meet and confer about Amlani, Willis, and Olson.