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Ambiguous signature line scuttles employer's arbitration clause

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A U.S. District Court has rejected a bank’s arbitration agreement on the basis that its signature line created ambiguity regarding what employees had agreed to.

United States-based mortgage loan officers of Madrid, Spain-based Banco Santander S.A., filed suit against the bank and its affiliates in U.S. District Court in Newark, New Jersey, in June, 2015, in Donna Ranieri and Nicholas Ranieri et al., vs. Banco Santander, S.A., et al. They charged it had failed to pay the required minimum wage and overtime compensation under the Fair Labor Standards Act and the New Jersey wage and hour law. The complaint said it was being filed on behalf of more than 1,000 New Jersey class members.

The bank filed a motion to compel individualized arbitration and to dismiss the lawsuit, based on agreements the mortgage loan officers had signed.

The loan officers charged in their lawsuit that on weekdays, they worked on mortgage files from home before their workday started, their lunch breaks were frequently interrupted to handle customer services issues in the bank; when the bank closed for the day they spent additional time working, and they also worked on weekends. They said they were never compensated for the extra hours worked.

At the time of their employment, plaintiffs received offers of employment letters and a mortgage development officer agreement they were required to sign. The latter stated that class actions must be arbitrated.

The signatures, though were directly under a sentence in boldface that said, “I certify, by my signature below, that I have received a copy of the Mortgage Sales Commission Plan, which has been provided to me.”

“Defendants incorrectly argue that plaintiffs must be bound to the MDO Agreement because their signatures appear on the documents,” said Monday’s ruling by U.S. District Court Judge Madeline Cox Arleo.

“Typically, a party’s signature on an agreement objectively manifests assent to agree to the entire contract,” said the ruling. “But the MDO Agreement’s ambiguous language makes this case atypical because the purpose of the signature can be construed in more than one way.”

Pointing out the signature is just above the line that refers to the commission plan, the ruling states, “On one hand, plaintiffs’ signatures could memorialize only that they received the plan; on the other hand, the signatures could represent their assent to agree to the terms of the MDO agreement, as well as confirmation that they received the Plan.

“Defendants do not cite to, nor is the Court aware of, any cases where a signature served to bind a party under such ambiguous circumstances,” said the judge, in denying the bank’s’ motion to compel individualized arbitration.