Acknowledgment Of Employee Handbook Is Not Necessarily Agreement To All Its Contents.
Courts apply the rule requiring resolution of ambiguities against the drafting party “with peculiar force in the case of a contract of adhesion.” That’s what happened in Rollins v. Stack & Associates, CPAs, No. D069390 (4/1 11/30/16) (Nares, Benke, Huffman) (unpublished), in which the trial court denied an employer’s motion to compel arbitration of claims asserted by its former employee, and the Court of Appeal affirmed.
The employee signed an acknowledgment that she received the employee handbook, and that it contained important information on policies, procedures, and practices. The handbook contained the arbitration provision.
The problem was ambiguous language. It was not clear here that acknowledging receipt of the handbook meant agreement to a contract. In fact, the acknowledgment explained “that the policies described in the handbook are intended as a guide only and do not constitute a contract of employment.” Whether the signatures on the acknowledgment expressed the mutual intent of the parties to be contractually bound by the policies in the handbook – including the arbitration policy – was at best ambiguous. And that was the employer’s problem, because ambiguity is interpreted against the drafter.
COMMENT: A stronger approach if binding arbitration is desired is to have a separate, conspicuous, signed arbitration provision. Of course, there could still be problems of substantive and procedural unconscionability, but it would be more difficult to say that an agreement to arbitrate did not exist.