Flores v. The National Football League

Background

Brian Flores, Steve Wilks, and Ray Horton, identified as current and former coaches for National Football League teams, sued the National Football League and several member teams. They alleged racial discrimination and retaliation under 42 U.S.C. § 1981 and several state laws, including the New York State Human Rights Law, the New York City Human Rights Law, the New Jersey Law Against Discrimination, and the Florida Private Whistleblower Statute.

In an earlier opinion, the court granted in part and denied in part the defendants’ motion to compel arbitration. It ordered arbitration of Horton’s claims against the Tennessee Titans, Wilks’s claims against the Arizona Cardinals, and Flores’s claims against the Miami Dolphins, along with related claims against the National Football League. It denied arbitration of Flores’s claims against the New York Giants, Denver Broncos, and Houston Texans, along with his related claims against the National Football League.

Both sides then sought reconsideration. The plaintiffs challenged the portions requiring arbitration. The defendants sought arbitration of Flores’s remaining claims against the Giants, Broncos, and Texans, relying primarily on agreements connected to Flores’s contracts with the Pittsburgh Steelers and New England Patriots.

Legal standard

A motion for reconsideration asks the court to revisit an earlier decision. The court explained that this remedy is narrowly available when a party identifies a controlling legal decision or important information that the court overlooked, a change in controlling law, newly available evidence that could not previously have been obtained, or a clear error or manifest injustice. Reconsideration is not a chance to repeat arguments, submit evidence that was available earlier, or raise new legal theories.

Defendants’ motion

The defendants submitted a version of the Flores-Steelers Agreement containing the National Football League Commissioner’s signature. The court treated that document as new evidence but refused to consider it because the defendants had possessed the signed agreement while the original arbitration motion was being litigated. The court stated that reconsideration could not be used to repair a neglected evidentiary record.

The court also rejected the defendants’ argument that the Steelers agreement was binding even without the Commissioner’s signature. The agreement stated that it would become valid and binding only if approved by the Commissioner. Because the defendants had not proven the existence of a written arbitration agreement when they originally moved to compel arbitration, the court declined to change its earlier ruling. It also refused to consider the defendants’ new argument that Flores’s performance as the Steelers’ coach excused the signature requirement because that argument had not been presented earlier.

The court likewise declined to reconsider its conclusion that the arbitration provision incorporated through the Flores-Patriots Agreement was unenforceable under Massachusetts law. The National Football League retained the unilateral power to modify the National Football League Constitution and related arbitration rules. Applying Massachusetts contract principles, the court concluded that this power made the agreement illusory, meaning it did not provide a binding contractual promise.

The court found that the defendants had not shown that the Constitution received the kind of special attention that Massachusetts law considers important when determining whether an employment document creates an implied contract. The record did not show that Flores or the Patriots reviewed the Constitution’s obligations with him, required him to sign the Constitution itself, or later distributed amended versions. The court also rejected the proposed solution of severing the unilateral-modification provisions. Because the provisions affected contract formation and meant that no valid agreement had been formed, there was no valid contract from which those terms could be separated.

Plaintiffs’ motion

The plaintiffs largely repeated their earlier arguments that the arbitration agreements were unconscionable, meaning unfairly one-sided or oppressive, and that they would prevent effective enforcement of their statutory rights. The court rejected those arguments again.

The plaintiffs focused on the possibility that the National Football League Commissioner would be biased as an arbitrator. The court relied on Second Circuit precedent rejecting the argument that the Commissioner could not fairly decide a dispute involving the National Football League. It explained that the Federal Arbitration Act allows a court to address demonstrated arbitrator bias after arbitration, including by overturning an award for evident partiality. The court stated that a district court generally cannot decide an attack on an arbitrator’s impartiality before the arbitration and award are complete.

The court also rejected the plaintiffs’ argument that possible structural bias prevented them from effectively vindicating their statutory claims. It stated that the effective-vindication doctrine is a narrow exception to enforcement of arbitration agreements and that the Supreme Court had not extended it to alleged structural bias. The court further concluded that the plaintiffs had not identified binding authority holding that an arbitration agreement is unconscionable merely because it names the opposing party’s representative as arbitrator.

Disposition

The court denied the plaintiffs’ motion for reconsideration and denied the defendants’ motion for reconsideration. The earlier arbitration rulings therefore remained in effect. The court directed the Clerk of Court to terminate the two motions and ordered the parties to appear for a pretrial conference on August 4, 2023, while also requiring a joint letter by July 27, 2023.