`
`
`
`UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF CALIFORNIA
`OAKLAND DIVISION
`
`
`JAMAL ADAMS, et al.
`
`
`
`Petitioners,
`
`
`vs.
`
`POSTMATES, INC.,
`
`
`
`Respondent.
`
`
`
`
`Case No: 19-3042 SBA
`
`ORDER GRANTING IN PART
`AND DENYING IN PART
`PETITIONERS’ MOTION TO
`COMPEL ARBITRATION AND
`RESPONDENT’S CROSS-MOTION
`TO COMPEL ARBITRATION AND
`STAY PROCEEDINGS
`
`Dkt. 4, 228
`
`Petitioners are 5,257 individuals who work as “couriers” (i.e., delivery drivers) for
`Respondent Postmates, Inc. (“Postmates”), which operates a food delivery platform and
`app. Couriers are governed by Postmates’ Fleet Agreement, which classifies them as
`independent contractors. The agreement also contains both a mandatory arbitration clause
`and class action waiver. In accordance with arbitration clause, Petitioners have submitted
`arbitration demands to the designated arbitrator, alleging that they have been misclassified
`as independent contractors, in violation of the Fair Labor Standards Act (“FSLA”), 29
`U.S.C. §§ 206, 207. However, Postmates has refused to tender its share of the arbitration
`fees to the arbitrator, claiming that the demands are tantamount to a de facto class action in
`violation of the class action waiver. As such, no arbitrations have yet commenced.
`The parties are presently before the Court on Petitioners’ Motion to Compel
`Arbitration and Postmates’ Cross-Motion to Compel Arbitration and Stay Proceedings
`pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 3, 4. Both parties seek to
`compel arbitration but with the imposition of additional conditions. Petitioners request an
`order compelling Postmates to tender its share of the arbitration fees to the arbitrator so that
`the arbitrations may proceed. Postmates seeks an order compelling Petitioners to refile
`their respective arbitration demands in a manner that, inter alia, includes more details and to
`proceed before the arbitrator in an “individual” manner. Having read and considered the
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`Case 4:19-cv-03042-SBA Document 253 Filed 10/22/19 Page 2 of 14
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`papers filed in connection with this matter and being fully informed, the Court GRANTS
`both motions insofar as they seek an order compelling arbitration and DENIES them in all
`other respects. The Court, in its discretion, find this matter suitable for resolution without
`oral argument. See Fed. R. Civ. P. 78(b); N.D. Cal. Civ. L.R. 7-1(b).
`I.
`BACKGROUND
`A.
`FACTUAL SUMMARY
`Postmates operates an online and mobile platform and app to facilitate food
`deliveries from restaurants and other sources. Campbell Decl. in Supp. of Resp’t’s Opp’n
`¶ 2, Dkt. 112-3. Through the Postmates app, customers can order food from participating
`merchants, which, in turn, is delivered by couriers compensated by Postmates. Petition
`¶ 14, Dkt. 1. Individuals who sign up with Postmates to become couriers are required to
`execute a Fleet Agreement, which classifies couriers as independent contractors, not
`employees of Postmates. Id. As will be discussed below, the agreement also contains
`various other provisions intended to govern Postmates and the courier’s relationship and
`their respective rights and obligations arising out of that relationship. Id. ¶ 16; Keller Decl.
`in Supp. of Mot. to Compel Arb. Ex. B (“Fleet Agt.” or “2018 Fleet Agt.”) § 1, Dkt. 5-2.1
`1. Mutual Arbitration Provision
`The Fleet Agreement contains a Mutual Arbitration Provision, pursuant to which
`“[t]he Parties mutually agree to resolve any disputes between them exclusively through
`final and binding arbitration instead of filing a lawsuit in court.” Fleet Agt. § 10A. With
`certain specified exceptions not relevant here, any arbitration is governed by the American
`Commercial Arbitration Association (“AAA”) Rules. Id. § 10B.vi, 10B.viii.
`To initiate an arbitration, the claimant must submit to Postmates a demand for
`arbitration which sets forth: (1) the name and address of the Party seeking arbitration; (2) a
`
`
`1 There are two relevant versions of this agreement, both of which contain a Mutual
`Arbitration Provision. The first agreement, effective May 11, 2018 (the “2018
`Agreement”), was updated, effective April 3, 2019 (the “2019 Agreement”). See Keller
`Decl. in Supp. of Mot. to Compel Arb. Exs. B & C. Unless otherwise noted, the pinpoint
`citations to the Fleet Agreement set forth in this Order are to the 2018 Fleet Agreement.
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`Case 4:19-cv-03042-SBA Document 253 Filed 10/22/19 Page 3 of 14
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`statement of the legal and factual basis of the claim; and (3) a description of the remedy
`sought. Id. § 10B.i. Pursuant to the Class Action Waiver and Representative Action
`Waiver (collectively “Waivers”) section of the Mutual Arbitration Provision, claimants are
`barred from bringing or participating in a class, collective or representative action; rather,
`the claimant agrees that the dispute “will be resolved in individual arbitration.” Id. § 10B.i
`& 10B.ii.
`The arbitration provision includes a delegation clause, which specifies that the
`arbitrator has the exclusive authority to determine arbitrability, except as to matters
`pertaining to the enforceability of the Waivers. Id. § 10A.ii, 10B.iv. The delegation clause
`states:
`
`Only an arbitrator, and not any federal, state, or local court or
`agency, shall have the exclusive authority to resolve any dispute
`relating to the interpretation, applicability, enforceability, or
`formation of this Mutual Arbitration Provision, including
`without limitation any dispute concerning arbitrability.
`However, as stated in Section 10B.iv below, the preceding
`clause shall not apply to any dispute relating to or arising out of
`the Class Action Waiver and Representative Action Waiver,
`which must proceed in a court of competent jurisdiction and
`cannot be heard or arbitrated by an arbitrator.
`
`
`Fleet Agt. § 10A.ii, Campbell Decl. Ex. C (emphasis added). The exception for disputes
`“relating to or arising out of the Class Action Waiver and Representative Action Waiver” is
`explained in Section 10b.iv, which states:
`Notwithstanding any other clause contained in this Agreement,
`this Mutual Arbitration Provision, or the American Arbitration
`Association Commercial Arbitration Rules (“AAA Rules”), any
`claim that all or part of this Class Action Waiver and/or
`Representative Action Waiver is unenforceable,
`unconscionable, void, or voidable shall be determined only by a
`court of competent jurisdiction and not by an arbitrator. As
`stated above, all other disputes regarding interpretation,
`applicability, enforceability, or formation of this Mutual
`Arbitration Provision shall be determined exclusively by an
`arbitrator.
`
`Id. § 10B.iv (emphasis added).
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`2.
`Arbitration Demands
`On March 6, 2019, counsel for Petitioners (“Counsel”) informed Postmates that they
`represented more than 3,000 couriers in California and Illinois who intended to initiate
`individual arbitrations against Postmates. Keller Decl. ¶ 4, Dkt. 5. Counsel’s letter posited
`that if they were to proceed with arbitration, Postmates’ share of the filing fee would
`exceed $20 million. Id. Ex. A. Given that cost, Counsel indicated that they were open to
`an “alternative process” to resolve Petitioners’ claims. Id. Postmates responded that it
`would retain outside counsel to handle the matter. Id. ¶ 5.
`At the time Counsel began communicating with Postmates in March 2019, couriers
`were governed by the 2018 Fleet Agreement, under which Postmates was responsible for
`payment of all arbitration filing fees. Beginning in April 2019, after becoming aware of
`Petitioners’ anticipated claims, Postmates issued the 2019 Fleet Agreement and began
`requiring couriers to split the cost of arbitration equally with Postmates. Id. ¶¶ 7-8.
`Couriers logging into the Postmates app to make deliveries were required to agree to the
`new terms set forth in the 2019 Fleet Agreement. Id. ¶ 8.
`Despite further discussions, Counsel and Postmates were unable to negotiate an
`alternative to arbitration. Id. ¶ 11. As a result, Counsel, on behalf of Petitioners, filed
`4,925 individual arbitration demands with the AAA on April 22, 2019, and another 349
`demands on May 13, 2019, for a total of 5,274 individual arbitration demands. Id. ¶ 12. In
`response, the AAA invoiced Petitioners for their share of the filing fees necessary to
`commence arbitration proceedings with respect to the demands filed on April 22, 2019. Id.
`¶ 14. The AAA granted fee waivers to eligible claimants; the remaining claimants paid
`their portion of the fees in the amount of $99,600. Id.
`In the meantime, on May 10, 2019, the AAA informed Postmates that it had until
`May 31, 2019, to pay its share of the filing fees with respect to the 4,925 demands
`submitted on April 22, 2019, which was $1,900 per claimant (approximately $9.36 million
`in aggregate). Keller Decl. ¶ 16. Postmates refused to pay any fees, claiming that the
`individual arbitration demands were insufficient under the terms of the Fleet Agreement to
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`initiate arbitration proceedings. Evangelis Decl. in Supp. of Resp’t’s Cross-Mot. ¶¶ 7, Dkt.
`228-1. The AAA, however, indicated that the arbitrations would move forward and that
`payment of the filing fees was expected. Id. Though maintaining that Petitioners had not
`properly commenced arbitration, Postmates contacted Counsel to discuss scheduling a
`mediation (instead of arbitration). Id. Counsel was agreeable to mediation, provided it
`were to take place by May 31, 2019. Id. The parties were unable to schedule a mediation
`by that deadline, however. Id.
`On May 31, 2019, the deadline for Postmates’ payment of fees, the AAA contacted
`Postmates for its position on whether the AAA could properly assess fees against Postmates
`in light of Petitioners’ arbitration demands. Id. ¶ 10. Postmates responded that, in its view,
`no arbitration proceedings or corresponding obligation to pay arbitration fees had been
`triggered on the ground that Petitioners’ arbitration demands were improper. Id. Ex. E.
`B.
`PROCEDURAL HISTORY
`On June 3, 2019, Petitioners filed their Petition to Compel Arbitration in this Court
`under the FAA. Dkt. 1. The Petition alleges Postmates has yet to pay any part of the
`arbitration filing fees owed, and that absent such payment, the AAA will not commence the
`arbitrations. Petition ¶¶ 24-25. As relief, Petitioner seeks to compel arbitration along with
`an order specifying that (1) “Postmates shall pay all arbitration filing fees due for
`Petitioners’ pending demands for arbitration within 14 days of this Court’s Order” and
`(2) that “Postmates shall pay future AAA invoices related to Petitioners’ arbitrations within
`14 days of receipt.” Id. ¶ 29.
`In support of its Petition, Petitioners have filed a Motion to Compel Arbitration.
`Dkt. 2. In response, Postmates filed an opposition and a separate Cross-Motion to Compel
`Arbitration (“Cross-Motion”). Dkt. 112, 228. In its Cross-Motion, Postmates agrees that
`Petitioners’ wage and hour claims are subject to and should be resolved by arbitration.
`However, Postmates contends that the manner in which Petitioners submitted their
`arbitration demands is tantamount to a de facto class action, which is barred under the Class
`Action Waiver. Thus, Postmates asserts that the Court should compel arbitration and “enter
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`an order: (1) requiring each Petitioner to refile his or her demand as an individual
`arbitration demand that sets forth the facts and legal theories of relief applicable to the
`particular Petitioner; and (2) requiring each Petitioner, after refiling, to proceed to
`arbitration on an individual basis….” Cross-Mot. at 15, Dkt. 228. The motions are fully
`briefed and are ripe for adjudication.
`II.
`LEGAL STANDARD
`The FAA governs the enforcement of arbitration agreements involving interstate
`commerce. 9 U.S.C. § 2. The Act “mandates that district courts shall direct parties to
`proceed to arbitration on issues as to which an arbitration agreement has been signed.”
`Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218 (1985) (emphasis in original);
`9 U.S.C. § 4. Thus, on a motion to compel arbitration, the district court’s role is limited to
`determining “(1) whether a valid agreement to arbitrate exists and, if it does, (2) whether
`the agreement encompasses the dispute at issue.” Kilgore v. KeyBank Nat’l Ass’n, 673
`F.3d 947, 955-56 (9th Cir. 2012) (citing Chiron Corp. v. Ortho Diagnostic Sys., Inc., 207
`F.3d 1126, 1130 (9th Cir. 2000)). If these factors are met, the court must enforce the
`arbitration agreement in accordance with its precise terms. Id.
`Where a district court determines that a dispute is subject to arbitration under a
`written agreement, the court “shall on application of one of the parties stay the trial of the
`action until such arbitration has been had in accordance with the terms of the agreement,
`providing the applicant for the stay is not in default in proceeding with such arbitration.”
`9 U.S.C. § 3; Leicht v. Bateman Eichler, Hill Richards, Inc., 848 F.2d 130, 133 (9th Cir.
`1988) (noting that the FAA “requires that the court stay judicial proceedings until the
`matter has been arbitrated according to the terms of the arbitration agreement”).
`III. DISCUSSION
`The parties agree that the Mandatory Arbitration Provision is valid and that
`Petitioners’ misclassification claims must be resolved through arbitration. According to
`Petitioners, the principal impediment to moving forward with the arbitrations is Postmates’
`refusal to pay its share of the arbitration fees. Postmates counters that no fees are due
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`because Petitioners have yet to properly submit their demands. As support, Postmates
`points to the arbitration clause, which requires a courier to resolve any disputes “on an
`individual basis” through final and binding arbitration. According to Postmates, Petitioners
`failed to comport with that requirement, instead submitting a single document “setting forth
`the grievances in generic terms that were not specific to any particular individual,” along
`with a spreadsheet listing the names of the claimants to whom the allegations applied.
`Resp’t’s Cross-Mot. at 6, Dkt. 228. Postmates argues that by presenting their claims to the
`arbitrator in that manner, Petitioners are attempting to proceed with the arbitration on a de
`facto classwide or class action basis in violation of the Class Action Waiver. Id. at 10.2
`A.
`SCOPE OF THE COURT’S INQUIRY
`The threshold issue presented by Postmates’ Cross-Motion is whether this Court—or
`the arbitrator—is the appropriate venue to resolve whether Petitioners properly initiated
`arbitration proceedings in accordance with the Mandatory Arbitration Provision. The
`starting point for resolving this issue requires the Court to examine the delegation clause in
`the arbitration agreement at issue. See Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 68
`(2010). Through such a clause, parties may delegate “gateway” questions of arbitrability to
`an arbitrator. See Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524, 527,
`529 (2019). To effectively delegate such questions, the parties must do so “clearly and
`unmistakably.” Id. at 527.
`The Fleet Agreement clearly and unmistakably confers the arbitrator with the
`authority to resolve issues concerning arbitrability. See Fleet Agt. § 10a.ii (“Only an
`
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`2 Throughout its various briefs, Postmates expends considerable energy accusing
`Petitioners of using the cost of the arbitration process as a means of coercing Postmates into
`settling their claims expeditiously. However, under the Fleet Agreement drafted by
`Postmates which its couriers are required to sign, Petitioners had no option other than to
`submit their misclassification claims in the form of an arbitration demand—which is
`precisely what they did. Since the Fleet Agreement bars class actions, each demand must
`be submitted on an individual basis. Thus, the possibility that Postmates may now be
`required to submit a sizeable arbitration fee in response to each individual arbitration
`demand is a direct result of the mandatory arbitration clause and class action waiver that
`Postmates has imposed upon each of its couriers.
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`arbitrator … shall have the exclusive authority to resolve … any dispute concerning
`arbitrability.”).3 The only matters excepted from the delegation clause are certain disputes
`regarding the Class Action Waiver and Representative Action Waiver. See id. § 10a.ii,
`10B.iv. Section 10a.11 states, in relevant part:
`However, as stated in Section 10B.iv below, the preceding
`clause [conferring the arbitrator with the authority to determine
`arbitrability] shall not apply to any dispute relating to or arising
`out of the Class Action Waiver and Representative Action
`Waiver, which must proceed in a court of competent
`jurisdiction and cannot be heard or arbitrated by an arbitrator.
`
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`Fleet Agt. § 10A.ii, Campbell Decl. Ex. C (emphasis added). The exception for disputes
`“relating to or arising out of the Class Action Waiver and Representative Action Waiver” is
`explained in Section 10b.iv, which states:
`Notwithstanding any other clause contained in this Agreement,
`this Mutual Arbitration Provision, or the American Arbitration
`Association Commercial Arbitration Rules (“AAA Rules”), any
`claim that all or part of this Class Action Waiver and/or
`Representative Action Waiver is unenforceable,
`unconscionable, void, or voidable shall be determined only by a
`court of competent jurisdiction and not by an arbitrator….
`
`Id. § 10B.iv (emphasis added).
`The parties disagree regarding the scope of the exception to the delegation clause.
`Petitioners take the position that, pursuant to Section 10B.iv, the exception to the delegation
`clause is limited to challenges that the Class Action or Representative Action Waiver “is
`unenforceable, unconscionable, void, or voidable”—and contends that no such claim has
`been made. Opp’n to Cross-Mot. at 3. In response, Postmates, relying on Section 10A.ii,
`asserts that the exception more broadly encompasses “any dispute relating to or arising out
`
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`3 The Mutual Arbitration Clause also incorporates the AAA rules, which further
`supports the conclusion that the arbitrator determines arbitrability. See Brennan v. Opus
`Bank, 796 F.3d 1125, 1130 (9th Cir. 2015) (holding that the incorporation by reference the
`AAA’s rules in a delegation clause “constitutes clear and unmistakable evidence that
`contracting parties agreed to arbitrate arbitrability,” as one of the AAA arbitration rules
`specifically provides that the “arbitrator shall have the power to rule on his or her own
`jurisdiction, including any objections with respect to the ... validity of the arbitration
`agreement”).
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`of the Class Action Waiver and Representative Action Waiver.” Reply at 4 (emphasis
`added). In other words, Postmates’ position is that Sections 10A.ii and 10B.iv together
`provide two independent exceptions to the delegation clause in cases involving: (1) “any
`dispute relating to or arising out of the Class Action Waiver and Representative Action
`Waiver”; and (2) any claim that the aforementioned Waivers are unenforceable,
`unconscionable, void, or voidable. Resp’t’s Reply in Supp. of Cross-Mot. at 4-5, Dkt. 238.
`Postmates contends that the question of whether Petitioners are improperly pursuing a de
`facto class action falls within the “any dispute” exception. For reasons that follow,
`however, the Court concurs with Petitioners’ interpretation of the delegation clause and
`finds Postmates’ interpretation of the clause untenable.
`A court interpreting an arbitration clause applies state law principles of contract
`interpretation. Volt Info. Scis., Inc. v. Bd. of Trustees of Leland Stanford Junior Univ., 489
`U.S. 468, 475 (1989). Under California law, “the meaning of a contract must be derived
`from reading the whole of the contract, with individual provisions interpreted together, in
`order to give effect to all provisions and to avoid rendering some meaningless.” Zalkind v.
`Ceradyne, Inc., 194 Cal. App. 4th 1010, 1027 (2011); Cal. Civ. Code § 1641 (“The whole
`of a contract is to be taken together, so as to give effect to every part, if reasonably
`practicable, each clause helping to interpret the other.”). “Under the plain meaning rule,
`courts give the words of the contract ... their usual and ordinary meaning.” Valencia v.
`Smyth, 185 Cal. App. 4th 153, 162 (2010). “Contract terms must be interpreted as a whole
`and in context, rather than in isolation.” Elijahjuan v. Superior Court, 210 Cal. App. 4th
`15, 28 (2012). “[W]hen interpreting a contract, [courts] strive to interpret the parties’
`agreement to give effect to all of a contract’s terms, and to avoid interpretations that render
`any portion superfluous, void or inexplicable.” Brandwein v. Butler, 218 Cal. App. 4th
`1485, 1507 (2013).
`Applying the foregoing principles, the Court finds that the exception to the
`delegation clause is limited specifically to challenges to the enforceability of the Class
`Action and Representative Action Waivers—and not more generally to “any dispute”
`
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`concerning the waivers, as Postmates contends. This conclusion is supported by the plain
`language and structure of the exception to the delegation clause, which begins, “as stated in
`Section 10B.iv below, the preceding clause [conferring the arbitrator with the authority to
`determine arbitrability] shall not apply to any dispute relating to or arising out of the Class
`Action Waiver and Representative Action Waiver ….” Fleet Agt. § 10A.ii (emphasis
`added). By prefacing the exception with “as stated in Section 10B.iv below,” the maxims
`of contract interpretation require the Court to construe “any dispute” in tandem with the
`provisions of Section 10B.iv. See Zalkind, 194 Cal. App. 4th at 1027.
`As noted, Section 10B.iv explicitly limits the delegation clause exception to “any
`claim that all or part of this Class Action Waiver and/or Representative Action Waiver is
`unenforceable, unconscionable, void, or voidable.” Fleet Agt. § 10B.iv (emphasis added).
`Postmates’ contention that Sections 10A.ii and 10B.iv together provide two independent
`exceptions to the delegation clause is uncompelling. Construing the “any dispute”
`language as a separate exception would impermissibly render the more specific provisions
`in Section 10B.iv superfluous, since “any dispute” would always include a claim that the
`Waivers are unenforceable. See Hemphill v. Wright Family, LLC, 234 Cal. App. 4th 911,
`915 (2015) (noting that contracts cannot be construed in a manner that render any provision
`“nugatory, inoperative or meaningless”). Moreover, to the extent there is any inconsistency
`in terms of whether the exception applies to “any dispute” as opposed to the enforceability
`of the class action waiver, the more specific limitation set forth in Section 10B.iv controls
`the more general statement in Section 10A.ii. See S. Cal. Gas Co. v. City of Santa Ana,
`336 F.3d 885, 891 (9th Cir. 2003) (noting that it is “[a] standard rule of contract
`interpretation … that when provisions are inconsistent, specific terms control over general
`ones.”) (emphasis added).
`In sum, the Court finds that the Fleet Agreement delegates to the arbitrator the
`exclusive authority to resolve any dispute concerning arbitrability. The only exception to
`that delegation is for any claim that the Class Action Waiver and/or Representative Action
`Waiver is “unenforceable, unconscionable, void, or voidable.” Fleet Agt. § 10B.iv
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`(emphasis added). No party in this action has made any claim that either Waiver is
`unenforceable, unconscionable, void, or voidable. As such, the argument made by
`Postmates—i.e., that Petitioners’ arbitration claims, in the form presented to the arbitrators,
`improperly constitute an attempt to arbitrate on a classwide basis—is not within the
`purview of this Court and must instead be decided by the arbitrator. Henry Schein, 139 S.
`Ct. at 529 (“When the parties’ contract delegates the arbitrability question to an arbitrator, a
`court may not override the contract. In those circumstances, a court possesses no power to
`decide the arbitrability issue.”).
`Finally, it bears noting that even if the Court were to construe the exception to the
`delegation clause in the manner urged by Postmates, the outcome of the instant motions
`would be same. Despite Postmates’ assertions to the contrary, the matter of whether
`Petitioners are attempting to circumvent the Class Action Waiver is ultimately inapposite.
`As noted, the crux of Postmates’ position is that no arbitration fees are due because
`Petitioners allegedly failed to submit individual arbitration demands in accordance with the
`Mutual Arbitration Provision. In resolving that issue, it is unnecessary to resolve
`Petitioners’ purported motivations with respect to the Class Action Waiver. To the
`contrary, the salient issue is simply whether Petitioners’ demands comport with the
`requirements of the Mutual Arbitration Provision. That determination is within the
`arbitrator’s exclusive authority. See AAA Comm. Arb. Rules, Rule R-4(c) (“It is the
`responsibility of the filing party to ensure that any conditions precedent to the filing of a
`case are met prior to filing for an arbitration, as well as any time requirements associated
`with the filing. Any dispute regarding whether a condition precedent has been met may be
`raised to the arbitrator for determination.”); Fleet Agt. § 10A.ii (delegating to the arbitrator
`the exclusive authority to “resolve any dispute relating to the interpretation, applicability,
`enforceability, or formation of this Mutual Arbitration Provision”).
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`B.
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`RELIEF SOUGHT
`1.
`Postmates’ Request
`Postmates seeks an order directing each Petitioner to refile his or her demand as an
`individual arbitration demand containing additional factual information and legal
`authorities and to proceed on an “individual basis.” Cross-Mot at 2, 15. As discussed in
`the preceding section, it is within the arbitrator’s exclusive authority to determine the
`sufficiency of Petitioners’ arbitration demands and how the arbitration should be
`conducted. See AAA Comm. Arb. Rules, Rule R-4(c) (conferring the arbitrator with the
`authority to determine whether the conditions precedent have been satisfied) & Rule R-32
`(conferring the arbitrator with discretion in conducting the proceedings). Therefore, the
`matter of whether Petitioners’ arbitration demands comport with the Mandatory Arbitration
`Provision is for the arbitrator, not this Court, to decide. Postmates’ request that the Court
`direct Petitioners to refile their demands and to proceed in a specific manner is denied.
`2.
`Petitioners’ Request
`Petitioners seek an order requiring Postmates to (1) pay all arbitration filing fees due
`for Petitioners’ pending demands for arbitration within 14 days of this Court’s Order, and
`(2) pay future invoices related to Petitioners’ arbitrations within 14 days of receipt of those
`invoices. Mot. to Compel at 14, Dkt. 2. Petitioners’ request for the payment of fees and
`future invoices is predicated on Postmates’ refusal to tender the requisite payment to the
`arbitrator. However, Petitioners’ motion fails to cite any authority holding or suggesting
`that the Court has the authority to compel Postmates to pay the arbitrator’s fee within a
`prescribed time-period or to pay future invoices related to the arbitrations. Postmates’
`response brief is equally unhelpful, as it is silent on the issue.
` Upon reviewing the record and relevant authorities, the Court declines to enter an
`order compelling Postmates to pay outstanding and future arbitration fees. The Fleet
`Agreement specifies that the AAA Commercial Arbitration Rules shall govern any
`arbitration between the parties. Fleet Agt. § 10B.vi, viii. Those Rules include provisions
`regarding the payment of arbitration fees, see AAA Comm. Arb. Rules, Rule R-53
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`(Administrative Fees), id. R-56 (Deposits), as well the available remedies for non-payment,
`see id. R-57. In view of those provisions and the fact that they have been incorporated into
`the Fleet Agreement, the Court concludes that the payment of arbitration fees, including
`related expenses, is a procedural condition precedent to be decided by the arbitrator. Dealer
`Computer Servs., Inc. v. Old Colony Motors, Inc., 588 F.3d 884, 887 (5th Cir. 2009)
`(“Payment of fees is a procedural condition precedent that the trial court should not
`review.”); accord JPD, Inc. v. Chronimed Holdings, Inc., 539 F.3d 388, 392 (6th Cir.
`2008); see also Lifescan, Inc. v. Premier Diabetic Servs., Inc., 363 F.3d 1010, 1012-13 (9th
`Cir. 2004) (holding that the AAA Commercial Arbitration Rules confer the arbitrator with
`discretion regarding the payment of arbitration fees). For these reasons, the Court denies
`Petitioners’ request for an order directing Postmates to tender payment of outstanding and
`future arbitration fees.
`IV. CONCLUSION
`The Court finds that, pursuant to Section 4 of the FAA, the parties are obligated to
`arbitrate Petitioners’ misclassification claims and are hereby ordered to do so. All other
`matters raised by the parties in this action, including their respective requests for an order
`directing Petitioners to refile their arbitration demands and Postmates to tender payment of
`the arbitration fees, are for the arbitrator to decide. The Court stays this action “until
`arbitration has been had in accordance with the terms of the [applicable Fleet Agreement].”
`S