Jampol v. Blink Holdings, Inc.

Background

Brandon Jampol brought a proposed class action against Blink Holdings, Inc., alleging that Blink charged gym members the full monthly membership fee for March 2020 even though its gyms closed for approximately half of that month because of the COVID-19 pandemic. Jampol sought recovery of fees for the period when the gyms were closed, among other relief. His amended complaint asserted claims for unjust enrichment, money had and received, conversion, breach of contract, and violation of New York General Business Law § 349.

Jampol became a Blink member on January 6, 2020, using a digital kiosk at Blink’s Penn Station facility in Manhattan. He electronically signed both a Membership Agreement and Blink’s Terms of Use. He later agreed to the Terms of Use again when registering for Blink’s mobile application. The Membership Agreement set membership fees and payment terms but did not contain an arbitration provision or a forum-selection clause. It did contain a merger clause stating that the agreement was the entire agreement concerning its subject matter and superseded other oral or written understandings.

Blink’s Terms of Use contained a broad arbitration agreement. It required disputes concerning any aspect of the parties’ relationship—including contract, tort, statutory, and other claims—to be resolved exclusively and finally through binding arbitration under the Federal Arbitration Act. The Terms of Use also included a waiver of class, collective, representative, and consolidated proceedings.

Parties’ Arguments

Blink moved under the Federal Arbitration Act to compel arbitration and stay the case. In the alternative, Blink sought dismissal under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). The parties did not dispute that Jampol had assented to the Terms of Use or that those terms formed a valid, binding agreement.

Jampol argued that his claims arose solely from the Membership Agreement, which did not contain an arbitration provision. He contended that the Membership Agreement’s terms and merger clause displaced the arbitration provision in the Terms of Use. He did not dispute that the arbitration language was broad or that, if applicable, it covered his claims.

Court’s Analysis

The court focused on whether the arbitration agreement covered Jampol’s claims. It concluded that the dispute concerned an aspect of Jampol’s relationship with Blink and that his contract, tort, and statutory claims fell within the agreement’s definition of covered disputes.

The court rejected Jampol’s argument that the arbitration agreement applied only to disputes involving Blink’s website, mobile application, kiosks, or other digital services. The agreement used broader language covering “any aspect” of the parties’ relationship, rather than limiting arbitration to disputes about the listed services.

The court also held that the Membership Agreement did not supersede the arbitration agreement. Under the Second Circuit authority discussed in the opinion, a later agreement displaces an earlier arbitration agreement only when it specifically precludes arbitration; a forum-selection clause can do so even without expressly mentioning arbitration. The Membership Agreement contained no forum-selection clause, no language requiring disputes to be brought in court, and no specific revocation of the arbitration provision. The court viewed the two agreements as overlapping agreements that could both be given effect.

The merger clause did not change the result. The court found that it applied to the Membership Agreement’s distinct subject matter and did not identify the Terms of Use or arbitration agreement as agreements being superseded. The court therefore found no basis to conclude that the Membership Agreement revoked or displaced the arbitration provision.

Disposition

The court GRANTED Blink’s motion to compel arbitration and STAYED the case. The Clerk of Court was ordered to terminate the motion at docket entry 17, and the parties were ordered to update the court by April 29, 2021, about the status of the arbitration. The opinion did not separately rule on Blink’s alternative request for dismissal.