Norris v. Aon PLC

Background

Gisele Norris and Henry Yuan sued Aon PLC, Aon Group, Inc., and Aon Risk Services Companies, Inc. They sought declarations and court orders concerning agreements they signed while employed by Aon. After Norris and Yuan resigned in January 2021 and began working for Aon competitor Marsh USA Inc., Aon sent letters stating that it intended to enforce restrictive covenants in their agreements.

The plaintiffs alleged that the restricted stock unit agreements they both signed contained provisions restricting them for two years after leaving Aon from doing business with or soliciting Aon customers or employees. They also alleged that the agreements restricted communications with Aon employees about employment opportunities. Yuan’s separate Confidentiality and Non-Solicitation Agreement contained a similar employee non-solicitation provision. Norris and Yuan sought a preliminary injunction, meaning a temporary court order, preventing Aon from enforcing those provisions.

Aon moved to compel arbitration. The 2015 restricted stock unit agreement signed by Norris and the 2020 agreement signed by Yuan stated that disputes concerning the agreements, related covenants, and the interpretation or enforceability of those provisions would be resolved exclusively by arbitration in Chicago, Illinois. The agreements also stated that disputes about the arbitration agreement itself would be decided by the arbitrator. Although Norris’s 2009 agreement and Yuan’s 2016 confidentiality agreement did not contain the same express arbitration language, the later agreements defined “Other Covenant” to include prior agreements and covenants concerning competition, client solicitation, and employee solicitation.

Court’s Analysis

The court held that the arbitration provisions in the 2015 and 2020 agreements applied to Norris’s 2009 agreement and Yuan’s 2016 confidentiality agreement. It found that the agreements’ language covered prior agreements and related restrictive covenants, and noted that the plaintiffs provided no meaningful argument supported by authority against that interpretation.

The court next considered whether it or an arbitrator should decide gateway arbitrability questions—questions about whether the dispute falls within the arbitration agreement and whether that agreement is enforceable. It held that the agreements clearly and unmistakably delegated those questions to an arbitrator. The court rejected the plaintiffs’ argument that a provision concerning Illinois courts’ authority to enforce arbitration awards made the delegation unclear. The court read that provision as addressing court enforcement of arbitration awards and certain claims when arbitration rights were waived or forfeited, not as reserving arbitrability questions for the court.

The plaintiffs argued that the delegation clause was unconscionable, meaning unfairly one-sided or imposed under unfair circumstances. The court found that the clause was, at most, minimally procedurally unconscionable because the plaintiffs alleged it was presented on a take-it-or-leave-it basis but identified no additional signs of oppression or surprise. The court also found no substantive unconscionability. It rejected the argument that requiring the arbitrator to apply Illinois law made the delegation clause invalid, reasoning that the delegation agreement was separate from the choice-of-law provisions, that applying Illinois law alone did not establish serious unfairness, and that the agreement allowed illegal or unenforceable terms to be modified or deleted.

Disposition

The court granted Defendants’ motion to compel arbitration and stayed the case pending arbitration under 9 U.S.C. § 3. It denied Norris and Yuan’s motion for a preliminary injunction. Because it found a valid and enforceable delegation agreement, the court did not reach the parties’ other arguments about the arbitration provisions or the underlying restrictive covenants. Judge Charles R. Breyer stated that oral argument was unnecessary.