The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
MARVIN QUINN, :
Plaintiff : No. 1:24-cv-01856
:
v. : (Judge Kane)
:
LOVE’S TRAVEL STOPS & :
COUNTY STORES, INC., :
Defendant :
MEMORANDUM
Before the Court is Defendant Love’s Travel Stops & County Stores, Inc.
(“Defendant”)’s motion to compel arbitration and stay proceedings. (Doc. No. 7.) For the
reasons that follow, the Court will deny Defendant’s motion and permit arbitration-related
discovery.
I. BACKGROUND1
Plaintiff is an African American man who was hired by Defendant on January 26, 2020.
(Doc. No. 1 ¶¶ 2, 20.) Within approximately one (1) year, Plaintiff was promoted to Truck Care
General Manager and began working in Defendant’s store located at 3555 Vine Street,
Londonberry, Pennsylvania. (Id. ¶ 22.) While working at the Londonberry store, Plaintiff was
the only black employee in the Truck Care Department and the only black employee who
reported to General Store Manager Christopher Brown (“Brown”). (Id. ¶¶ 24, 26–27.) At the
Londonberry store, Plaintiff was treated “differently and worse [than white employees], and in a
more hostile and dismissive manner” such as: (1) his performance was criticized; (2) he was
blamed for issues out of his control; (3) he was told that Defendant was going to get rid of him;
and (4) “[s]ubordinate employees would bypass Plaintiff in his supervisory role and instead go
1 These facts are drawn from Plaintiff’s complaint. (Doc. No. 1.)
directly to other white superiors.” (Id. ¶ 28.) Plaintiff complained of race discrimination to
Brown and Brown’s supervisor District Manager Patrick Chappelle (“Chappelle”). (Id. ¶¶ 24,
29.)
Around early June 2021, during a meeting with Brown and Chappelle, Plaintiff was
demoted from Truck General Manager to Truck Care Customer Service Manager and transferred
to Defendant’s store located at 1165 Harrisburg Pike, Carlisle, Pennsylvania. (Id. ¶ 32.) Plaintiff
complained of race discrimination in connection with the demotion and transfer to another store.
(Id. ¶ 34.) After his demotion and transfer, Plaintiff took a medical leave of absence due to the
race discrimination he had experienced around early June 2021. (Id. ¶ 35.) Plaintiff returned
from his medical leave of absence on or about June 28, 2021. (Id. ¶ 36.) At Defendant’s Carlisle
store, Plaintiff reported to General Store Manager Art Sperritt (“Sperritt”), who reported to
District Manager Bill Stanton (“Stanton”). (Id. ¶ 37.) Plaintiff was the only black employee
reporting to Sperritt and the only black employee in the Truck Care Department at Defendant’s
Carlisle store. (Id. ¶¶ 39–41.) While at the Carlisle Store, Plaintiff was treated “differently and
worse [than white employees], and in a more hostile and dismissive manner” such as: (1)
“[s]ubordinate white employees refused to follow Plaintiff’s instructions”; (2) “[s]upervisory
white employees told Plaintiff that he was not allowed to discipline employees who were
subordinate to him, despite subordinate employees refusing to follow[] his instructions”; (3)
Plaintiff was told that employees complained about him; (4) Plaintiff was unjustly accused of
being aggressive; and (5) Plaintiff was blamed for issues out of his control. (Id. ¶ 42.) Plaintiff
complained to Sperritt and Stanton of race discrimination in connection with his treatment. (Id. ¶
43.)
On or about September 7, 2021, Plaintiff found cut-up watermelon on a desk that he used
for work. (Id. ¶ 44.) “Plaintiff understood the above conduct to be race[]based” and took a
photograph of the cut-up watermelon. (Id. ¶¶ 45, 46.) On or about the same day, Plaintiff
showed the cut-up watermelon to Overnight Tire Worker “Sam L/N/U” and asked who put it on
his desk. (Id. ¶ 47.) In response, Overnight Tire Worker Sam laughed at the watermelon and
Plaintiff’s question. (Id. ¶ 48.) Plaintiff also showed the cut-up watermelon and complained of
racism to Operations Manager Jeremy Turnbull (“Turnbull”), who told Plaintiff that he would
tell Sperritt about it. (Id. ¶¶ 49, 50.) On the same day, Plaintiff also complained of race
discrimination to Sperritt in connection with the cut-up watermelon on his desk. (Id. ¶ 51.)
Sperritt told Plaintiff that he would “get to the bottom of it.” (Id. ¶ 52.) Plaintiff also
complained of race discrimination in connection with his treatment at the Carlisle store to
District Truck Care Manager Dean Graham (“Graham”). (Id. ¶ 53.) Graham told Plaintiff that
the watermelon looked like something someone had for lunch but that he would look into the
issue. (Id. ¶ 54.)
On or about September 16, 2021, Tire Technician Wyatt Interieri (“Interieri”) yelled at
Plaintiff and referred to him as a “motherf[***]ing n[***]er” in front of other employees. (Id. ¶
57.) That same day, during a meeting with Sperritt and Turnbull, Plaintiff’s employment was
terminated effective immediately. (Id. ¶ 58.) “[Sperritt and Turnbull] stated that someone had
made a complaint to corporate that Plaintiff was acting aggressive[ly].” (Id. ¶ 59.) Although
they asked Plaintiff what happened with Interieri, Sperritt cut Plaintiff off while Plaintiff
attempted to tell his side of the story and stated that he and Turnbull had decided to terminate
Plaintiff’s employment after speaking with Stanton. (Id. ¶ 60.) “The stated reason for the above
was that Defendant could not have people making complaints to corporate.” (Id. ¶ 61.)
On September 16, 2021, after the termination of his employment, Plaintiff informed
Graham that he had been terminated during a telephone call. (Id. ¶ 62.) Graham informed
Plaintiff that he had not known of his termination. (Id. ¶ 63.) Plaintiff complained to Graham
that Interieri had yelled at him and referred to him as a “motherf[***]ing n[***]er.” (Id. ¶ 64.)
Graham told Plaintiff that the Interieri situation was unfortunate and that Plaintiff should not
have been terminated. (Id. ¶ 65.) Plaintiff also had a telephone call with Stanton on September
16, 2021, during which he asked why he was terminated. (Id. ¶ 66.) Stanton responded “that it
was not going to work out.” (Id. ¶ 67.)
On September 17, 2021, Plaintiff emailed Divisional Director Tony Cribb (“Cribb”)
regarding his termination, sent a photograph of the cut-up watermelon that was on his desk, and
stated that he had reported the watermelon incident but received no response. (Id. ¶ 68.) Cribb
replied with the following: “Please note, I am in tune with this entire situation. Given the
circumstances and facts that I assisted on researching. Your termination will stand in place. The
allegations you have made were not known. These will be investigated and handled accordingly.
I wish you well for any future endeavors.” (Id. ¶ 69.) Plaintiff complained to Cribb of racism at
Defendant’s stores and that his complaints had been ignored. (Id. ¶ 70.)
During a telephone call with an unknown female individual from Defendant’s Human
Resources team on or around September 20, 2021, Plaintiff was informed that she had spoken
with Stanton and that Plaintiff’s termination would stand. (Id. ¶ 71.) Plaintiff asked why he had
not been contacted for his side of the story, but no one responded. (Id. ¶¶ 72, 73.) On or about
September 22, 2021, during a telephone call with an unknown male individual from Defendant’s
Human Resources team, Plaintiff was informed that Defendant was “sorry about the way his
situation was handled and that Defendant would have a Divisional Director look into what
happened.” (Id. ¶ 74.)
On October 28, 2024, after having received no further communication from Defendant,
Plaintiff initiated the above-captioned action. (Id.) Plaintiff alleges that Defendant violated Title
VII of the Civil Rights Act of 1964 (“Title VII”), as amended, 42 U.S.C. § 2000e et seq., Section
1981 of the Civil Rights Act of 1866 (“Section 1981”), as amended, 42 U.S.C. § 1981, and the
Pennsylvania Human Relations Act (the “PHRA”), as amended, 43 Pa. C.S.A. § 951 et seq. (Id.
at 1.) Plaintiff seeks economic damages, compensatory damages, punitive damages, as well as
attorneys’ fees and costs. (Id.) Plaintiff attached three exhibits to his complaint: a civil cover
sheet, a complaint that he submitted to the Pennsylvania Human Relations Commission
(“PHRC”), and a right-to-sue letter from the Equal Employment Opportunity Commission
(“EEOC”). (Doc. Nos. 1-1 through 1-3.)
On January 6, 2025, Defendant filed a motion to compel arbitration and stay proceedings
(Doc. No. 7) along with a brief in support (Doc. No. 8) and four exhibits (“Exhibits A, A-1, A-2,
and A-3”) (Doc. No. 7-1 (containing all four exhibits)). Exhibit A is an affidavit signed and
sworn by Keith Varner, who is a Manager of Leader Development for Defendant, stating that
Defendant implemented a mandatory alternative dispute resolution program with mandatory
arbitration in the Fall of 2020 and distributed a “Mutual Dispute Resolution Agreement” and a
“How We Resolve Disputes” document to all employees between October 2020 and March
2021. (Doc. No. 7-1 at 2–3.) Exhibit A also states that employees were prompted through an
employee portal to agree or disagree to those documents with a pop up stating: “I confirm that I
have read and understand all the material contained in this document link.” (Id. at 3.) An
employee could also close out of the pop up window. (Id.) It further states that Defendant keeps
track of employees who acknowledged the agreement via the portal, and Plaintiff reviewed and
agreed to the agreement on May 8, 2021, according to Defendant’s records. (Id.) Exhibit A-1 is
the “Mutual Dispute Resolution Agreement,” and Exhibit A-2 is the “How We Resolve
Disputes” document. (Doc. No. 7-1 at 5–11.) Exhibit A-3 is an image of the “Mutual Dispute
Resolution Agreement” with the pop up asking for the reader to “agree” or “disagree” with the
statement, “I confirm that I have read and understand all the material contained in this document
link.” (Id. at 12–13.)
Plaintiff filed a brief in opposition along with a declaration (“Exhibit 1”) on February 7,
2025. (Doc. Nos. 13, 13-1.) Plaintiff’s declaration states that he has no recollection of “ever
seeing, reading, or being presented with the Mutual Dispute Resolution Agreement [] or the How
We Resolve Disputes” document. (Doc. No. 13-1 at 2.) The declaration further states that
Plaintiff has “no recollection of any employee from Defendant ever mentioning or discussing the
need to review or acknowledge the Mutual Dispute Resolution Agreement [] or the How We
Resolve Disputes” document and “no recollection of ever acknowledging or agreeing to the
Mutual Dispute Resolution Agreement [] or the How We Resolve Disputes” document. (Id. at
3.) Defendant filed a reply brief on February 21, 2025. (Doc. No. 14.) Thus, Defendant’s
motion is ripe for resolution.
II. LEGAL STANDARD
The Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16, provides the “body of federal
substantive law establishing and governing the duty to honor agreements to arbitrate disputes”
and expresses a “strong federal policy in favor of resolving disputes through arbitration.” See
Century Indem. Co. v. Certain Underwriters at Lloyd’s, London, 584 F.3d 513, 522 (3d Cir.
2009). However, arbitration is “strictly a matter of contract.” See Bel-Ray Co. v. Chemrite (Pty)
Ltd., 181 F.3d 435, 444 (3d Cir. 1999). “If a party has not agreed to arbitrate, the courts have no
authority to mandate that he do so.” Id. “Thus, in deciding whether a party may be compelled to
arbitrate under the FAA, we first consider ‘(1) whether there is a valid agreement to arbitrate
between the parties and, if so, (2) whether the merits-based dispute in question falls within the
scope of that valid agreement.’” Flintkote Co. v. Aviva PLC, 769 F.3d 215, 220 (3d Cir. 2014)
(quoting Century Indem., 584 F.3d at 527).
As to the first question, the United States Court of Appeals for the Third Circuit (“Third
Circuit”) has recently reiterated that there are “two distinct paths for district courts to follow”
when determining whether an agreement to arbitrate was reached. See Young v. Experian Info.
Sols., Inc., 119 F.4th 314, 319 (3d Cir. 2024) (citing Guidotti v. Legal Helpers Debt Resolution,
L.L.C., 716 F.3d 764, 772–76 (3d Cir. 2013)). The two paths are the Federal Rule of Civil
Procedure 12(b)(6) standard or the Rule 56 standard. See Guidotti, 716 F.3d at 772; accord
Young, 119 F.4th at 319. The Rule 12(b)(6) standard is appropriate where “it is apparent, based
on ‘the face of a complaint, and documents relied upon in the complaint,’ that certain of a party’s
claims ‘are subject to an enforceable arbitration clause.’” See Guidotti, 716 F.3d at 776 (quoting
Somerset Consulting, LLC v. United Cap. Lenders, LLC, 832 F. Supp. 2d 474, 482 (E.D. Pa.
2011)). In such cases, a court may “consider only the complaint, exhibits attached to the
complaint, matters of public record, as well as undisputedly authentic documents if the
complainant’s claims are based upon these documents.” See id. at 772 (quoting Mayer v.
Belichick, 605 F.3d 223, 230 (3d Cir. 2010)).
In contrast, the Rule 56 standard is appropriate: (1) where “the motion to compel
arbitration does not have as its predicate a complaint with the requisite clarity to establish on its
face that the parties agreed to arbitrate,” or (2) where “the opposing party has come forth with
reliable evidence that is more than a naked assertion . . . that it did not intend to be bound by the
arbitration agreement, even though on the face of the pleadings it appears that it did.” See id. at
774; accord Young, 119 F.4th at 319. In such cases, the district court may allow limited
discovery on the question of arbitrability before entertaining the motion to compel arbitration
under a summary judgment standard. See Young, 119 F.4th at 319 (citations omitted).
However, “discovery is not required ‘when no factual dispute exists as to the existence or scope
of the arbitration agreement.’” See Cornelius v. CVS Pharmacy Inc., 133 F.4th 240, 249 (3d Cir.
2025) (quoting Young, 119 F.4th at 320).
III. DISCUSSION
As explained supra, courts must first determine which legal standard applies to the
motion to compel arbitration before determining arbitrability, scope, and whether arbitration
related discovery is appropriate. See Young, 119 F.4th at 319. Accordingly, the Court presents
the arguments of the parties before addressing which legal standard applies to Defendant’s
motion to compel arbitration and stay proceedings.
A. Arguments of the Parties
Defendant argues that Plaintiff’s claims are governed by the arbitration agreement that it
attached as Exhibit A-1 to its motion. (Doc. Nos. 8 at 3; 7-1 at 5–9.) Defendant further asserts
that Plaintiff’s claims of discrimination, retaliation, and hostile work environment under Title
VII, Section 1981, and the PHRA are all covered by the arbitration agreement. (Doc. No. 8 at 3.)
Defendant maintains that the arbitration agreement is valid and cannot be invalidated because
Plaintiff cannot demonstrate fraud, duress, or unconscionability. (Id.) Moreover, Defendant
argues that an arbitrator must determine the arbitrability of claims pursuant to the arbitration
agreement and that it has not waived its rights to invoke the arbitration agreement. (Id. at 3–4.)
In response, Plaintiff contends that Defendant fails to provide sufficient evidence
demonstrating his “understanding or acknowledgement of any arbitration documents” in
violation of Rule 56. (Doc. No. 13 at 8.) Plaintiff asserts that, although Exhibit A states that
Defendant distributed copies of its arbitration policies beginning in October 2020 and ending in
March 2021, Exhibit A-1 and Exhibit A-2 are not dated or signed. (Id. at 9.) Therefore, Plaintiff
argues that the provision in paragraph five (5) of Exhibit A, stating that the agreements were
distributed to all employees by March 2021, is inadmissible. (Id.) Plaintiff also maintains that
Exhibit A’s statement that Defendant’s records indicate that Plaintiff reviewed and agreed to the
two agreements on the afternoon of May 8, 2021, is unsupported by any documentation in the
record. (Id. at 9–10.) Therefore, Plaintiff requests that the Court deem paragraph nine (9) of
Exhibit A inadmissible as well. (Id. at 10.)
Plaintiff next argues that, even if the Court credited Exhibit A, Defendant’s motion
should be denied because it fails to show the existence of any enforceable arbitration agreement.
(Id.) Plaintiff first asserts that there is no evidence to suggest that he was informed of the
arbitration agreement documents, the date he was informed of the documents, or how the
agreements were distributed to him. (Id. at 10–11.) Second, Plaintiff points to Exhibit A’s
statement that Defendant’s employees were able to agree, disagree, or close out of the document
entirely, which would not register an employee’s assent or dissent to the agreement. (Id. at 11.)
Plaintiff notes that closing out of the document does not demonstrate that Plaintiff, or any other
employee, reviewed the documents. (Id.) Plaintiff notes that “those options are inconsistent
with” other cases involving Defendant as a party, and in which Defendant has moved to compel
arbitration, have shown electronic signatures rather than click-to-agree buttons. (Id.) Third,
Plaintiff maintains that Exhibit A-1 and Exhibit A-3 are not the same document as evinced by the
inclusion of the word “exhibit 1” in the first line of Exhibit A-3. (Id. at 12–13.) Fourth, Plaintiff
notes that Exhibit A’s assertion that Plaintiff reviewed and agreed to the arbitration agreement is
unsupported by any evidence of record. (Id. at 13.) Indeed, Plaintiff contends in his own
declaration submitted in opposition to Defendant’s motion (Doc. No. 13-3), that he does not
recall signing, acknowledging, reviewing, or seeing the agreements before Defendant filed its
motion. (Id. ¶¶ 4–7; Doc. No. 13 at 13.) Therefore, Plaintiff argues that Defendant cannot
establish a meeting of the minds regarding arbitration. (Doc. No. 13 at 13.) Lastly, Plaintiff
asserts alternatively that, if the Court does not conclude outright that Defendant’s motion to
compel arbitration should be denied, he should be permitted to obtain limited discovery
regarding arbitrability. (Id. at 14.)
B. Which Legal Standard Applies to the Motion to Compel Arbitration
Upon consideration of the complaint, the attached exhibits, and the applicable law, the
Court finds that the Rule 12(b)(6) standard is inapplicable here where Plaintiff’s complaint does
not reference an arbitration agreement, and no agreement is attached as an exhibit to his
complaint. See (Doc. No. 1).2 Defendant’s motion to compel includes multiple exhibits such as:
the arbitration agreement; an affidavit attesting to Defendant’s records that purport to evidence
Plaintiff’s agreement to arbitrate; a company policy document that discusses arbitration as the
means of dispute resolution; and an image of a click-to-agree pop up window. Plaintiff’s
response includes a declaration asserting that he has no recollection of signing the arbitration
agreement and noting that Defendant’s Exhibits A-1 and A-2 both lack signatures and dates.
Accordingly, the Court concludes that, because the evidence is inconclusive on the issue of
2 Indeed, the only exhibits Plaintiff attached to his complaint were a civil cover sheet (Doc. No.
1-1), his complaint to the PHRC (Doc. No. 1-2), and his right-to-sue letter from the EEOC (Doc.
No. 1-3). None of those exhibits mention an arbitration agreement.
arbitrability, the Rule 56 standard applies. As noted, under such circumstances, limited
discovery is warranted before the Court can resolve Defendant’s motion where, as here, the
evidence is insufficient for the Court to determine whether there has been a meeting of the minds
on the agreement to arbitrate. See Young, 119 F.4th at 320 (finding that fact discovery is
warranted when “the record was insufficient for the district court to make th[e] threshold
determination [of whether a meeting of the minds occurred on the agreement to arbitrate] before
compelling arbitration”). Accordingly, the Court will deny Defendant’s motion to compel
arbitration.3 The parties are entitled to discovery on the question of whether the parties agreed to
arbitrate.4 See id.; see also Guidotti, 716 F.3d at 777, 779.
IV. CONCLUSION
For the foregoing reasons, the Court will deny Defendant’s motion to compel arbitration
and permit arbitration-related discovery. An appropriate Order follows.
3 Although Defendant asserts that the arbitration agreement delegates questions of arbitrability
to the arbitrator, because the issue at hand concerns whether there was a meeting of the minds,
the Court must resolve that question. See Cornelius, 133 F.4th at 250 n.13 (citing Young, 119
F.4th at 321) (“Although the arbitration agreement delegates to the arbitrator threshold questions
regarding the validity and enforceability of the Arbitration Policy, questions regarding the
formation of the arbitration agreement must be resolved in federal court.”).
4 In addressing how the district courts should resolve a factual dispute on whether the parties
agreed to arbitration, the Third Circuit has directed: “[A] restricted inquiry into factual issues
will be necessary to properly evaluate whether there was a meeting of the minds on the
agreement to arbitrate, and the non-movant must be given the opportunity to conduct limited
discovery on the narrow issue concerning the validity of the arbitration agreement.” See
Guidotti, 716 F.3d at 774 (internal citations and quotations omitted); accord Young, 119 F.4th at
319–20.