First Circuit Vacates Order Compelling Arbitration Over Arbitrator Selection Clause

The First Circuit vacated an order compelling arbitration after finding that the arbitrator selection clause was unconscionable. The court nevertheless remanded the case to the district court to determine if the selection clause was severable from the remainder of the arbitration agreement and whether arbitration could therefore proceed. The court also rejected several other challenges to the district court's arbitration order, including claims based on a forum selection clause, a claim of waiver, and an argument that a statutory claim was not subject to arbitration.

Austin Trout, a boxer from New Mexico, sued the World Boxing Organization (WBO), which is based in Puerto Rico, in New Mexico state court for removing him from the rankings for a certain weight class. The WBO successfully removed the case and had it transferred to the U.S. District Court for the District of Puerto Rico. The WBO then moved to compel arbitration. While its motion was pending, Trout engaged in discovery, which prompted the WBO to do the same. The district court granted the WBO's motion. It then denied Trout's motion for reconsideration, which asserted for the first time that the WBO's discovery precluded arbitration.

Trout appealed, and the First Circuit vacated and remanded.

The court first rejected Trout's argument that the WBO's championship regulations precluded arbitration because of a clause allowing claims to be brought in Puerto Rico state or federal court. The regulations contained two clauses. The first, a forum selection clause, provided that claims could only be maintained in Puerto Rico's state or federal courts. The second, an arbitration clause, provided that "the sole and exclusive remedy for any claim" was an arbitration proceeding through the WBO's Appeals and Grievance Committee. Trout claimed the former clause rendered the latter clause a nullity. The First Circuit disagreed, concluding that the former clause was more expansive than the latter and that the regulations read as a whole provided that only Puerto Rico courts could hear claims not subject to the arbitration clause.

The court also rejected Trout's claim that the WBO waived its right to seek arbitration by (1) removing and transferring the case; and (2) engaging in discovery. The First Circuit explained that (1) the WBO did not waive its rights under the forum selection clause to select the forum to have its motion to compel decided; and (2) Trout's discovery argument was improperly raised because it was first raised in a motion for reconsideration and it was meritless in any event because the WBO's discovery "was not of a kind or of a scope that made it an abuse of discretion for a district court not to find an implicit waiver based on litigation conduct."

The First Circuit then rejected Trout's contention that his claim under the Muhammad Ali Boxing Reform Act was not subject to arbitration. Although the court recognized that Congress can provide that certain statutory claims are not subject to arbitration, the act's text did not "explicitly preclude[] arbitration" and Trout's claim therefore failed.

The First Circuit agreed with Trout's final claim that the WBO's arbitrator selection provision was unconscionable under Puerto Rico contract law, however. That clause allowed the WBO's president to designate three arbitrators. Even though the arbitrators could not be members of the WBO's executive committee, they could, for example, be the president's "direct aides." Nevertheless, the First Circuit noted that the WBO's regulations contained a savings clause that provided that "[i]f any of these Rules are determined to be unenforceable, the balance of these Rules shall remain in full force and effect." Thus, the court left it to the district court to determine whether that clause allowed arbitration to proceed under a different selection process.

Trout v. Organización Mundial de Boxeo, Inc., No. 19-1068 (1st Cir. July 10, 2020).