Friend v. Haleon US Holdings Inc.

Background

Kenneth Friend brought an employment dispute against Haleon US Holdings, Inc. Friend had worked for Haleon and its predecessor company beginning in 1987. Haleon terminated him in September 2023, stating that he had violated the company’s code of conduct and confidentiality policy. Friend denied wrongdoing, and Haleon did not offer him severance because it characterized the termination as being for misconduct.

Friend asserted claims under the Employee Retirement Income Security Act, the Minnesota Human Rights Act, and the Americans with Disabilities Act. Haleon moved to compel arbitration and stay the case based on its Helping Employees Achieve Resolution of their concerns at work program, known as HEAR.

The HEAR program began on August 1, 2018. It provided four steps for resolving workplace disputes: raising concerns with management or through another reporting channel, contacting human resources, participating in mediation, and, if mediation failed, proceeding to arbitration. Employees who did not opt out by August 31, 2018, were bound by the program’s terms.

Haleon sent Friend two emails describing the program, the arbitration requirement, and the opt-out procedure. The emails linked to an intranet page containing additional information, the HEAR Legal Agreement, and an opt-out form. Haleon also posted an article on the HEAR page and referenced the program in a company newsletter. Haleon’s records showed that Friend received both emails through his work account and opened the first email six times. Friend did not opt out. He denied knowing about the HEAR Legal Agreement, did not recall reviewing the emails, and said he was unaware of the opt-out process, although he acknowledged that he may have opened an email about changes to employment-related dispute procedures.

Court’s Analysis

The court applied the Federal Arbitration Act and Minnesota contract principles. It explained that contract formation requires a definite offer, acceptance, and consideration. The court found that Haleon communicated a definite offer because its August 1 email explained the HEAR program, the arbitration requirement, and the opt-out procedure, while also linking to the page containing the full agreement.

The court rejected Friend’s argument that no agreement was formed because he did not remember clicking the link or reviewing the HEAR Legal Agreement. It held that his failure to read or remember the materials did not prevent Haleon from communicating the offer. The court also found that Friend accepted the offer by failing to opt out within the stated period. It determined that a signature was not required and that the parties’ mutual promises supplied adequate consideration for the agreement.

Friend argued that, even if the arbitration agreement was valid, it did not cover his claim that Haleon failed to pay him severance. The court noted Haleon’s argument that the Employee Retirement Income Security Act generally does not apply to severance payments, but it did not decide that issue. Because the agreement assigned questions about whether a particular issue or claim was arbitrable to the arbitrator, the court deferred that question to arbitration.

The court denied Friend’s request for limited discovery into which HEAR communications he had opened or clicked. It found those facts irrelevant because Friend received the information necessary to decide whether to opt out.

Disposition

The court granted Haleon’s motion to compel arbitration and stay proceedings. It ordered that the case remain stayed pending completion of arbitration. The ruling required the dispute to proceed to arbitration but did not decide the merits of Friend’s underlying claims or whether his severance-related claim falls within the agreement; the arbitrator must decide the latter issue.