KATARI

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

PARTHA SARATHI KATARI, )

)

Plaintiff, )

)

v. ) 2:25cv560

) Electronic Filing

WABTEC, INC. )

)

Defendant. )

OPINION

Representing himself, Partha Sarathi Katari ("plaintiff") commenced this action against

Wabtec Corporation ("defendant") alleging discrimination and retaliation in violation of Title VII

of the Civil Rights Act, the Americans with Disabilities Act ("ADA"), and the Pennsylvania

Human Relations Act ("PHRA"). Presently before the Court is defendant's motion to compel

arbitration pursuant to the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1, et seq. For the reasons

set forth below, defendant's motion to compel will be granted.

Whether a dispute must be submitted to arbitration "is a matter of contract between the

parties" and "a judicial mandate to arbitrate must be predicated upon the parties' consent."

Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 771 (3d Cir. 2013) (quoting

Par–Knit Mills, Inc. v. Stockbridge Fabrics Co., Ltd., 636 F.2d 51, 54 (3d Cir. 1980)).

Enforcement of such contractual agreements is authorized by the FAA, provided the court is

"satisfied that the making of the agreement for arbitration . . . is not in issue." Id. at § 4. To

determine whether a party may be compelled to arbitrate under the FAA, courts must "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."

proceed summarily to the trial 'of that issue.'" Guidotti, 716 F.3d at 771 (quoting Par-Knit Mills,

636 F.2d at 54 (quoting 9 U.S.C. § 4)). "[T]he party who is contesting the making of the

agreement has the right to have the issue presented to a jury." Id.

Review of a motion to compel arbitration can be undertaken pursuant to either Rule

12(b)(6) or Rule 56 of the Federal Rules of Civil Procedure. Guidotti, 716 F.3d at 776. Which

standard of review is applicable depends on the nature of the complaint and its supporting

documents. On the one hand, "when 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, a motion to compel arbitration should be considered under a Rule

12(b)(6) standard without discovery's delay.'" Id. at 776 (quoting Somerset Consulting, LLC v.

United Capital Lenders, LLC, 832 F. Supp.2d 474, 482 (E.D. Pa. 2011)).

On the other hand, "if the complaint and its supporting documents are unclear regarding

the agreement to arbitrate, or if the plaintiff has responded to a motion to compel arbitration with

additional facts sufficient to place the agreement to arbitrate in issue," then the parties are

entitled to discovery on the issue of arbitrability and thereafter the issue is to be reevaluated

under Rule 56 and/or summarily tried as appropriate. Id. Whether a district court can grant a

limited period of discovery into arbitrability is "understood as being itself limited. It should be

read as encouraging factual discovery when such discovery is warranted." Young v. Experian

Information Solutions, Inc., 119 F.4th 314, 319 (3d Cir. 2024). But there must be something to

discover. Id. If there is not a genuine dispute of material fact, the court should not delay a

decision. Id. at 320.

Here, the teachings of Young indicate this matter should be reviewed under a Rule 56

standard. In response to defendant's motion to compel arbitration, plaintiff presents arguments

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however, that in his initial complaint plaintiff neither disputes the existence of nor attaches any

reference to an arbitration agreement. Rather, plaintiff pled five counts of various discrimination

violations under Title VII, the ADA, and the PHRA, and included supporting documentation.

Put plainly, plaintiff alleged arbitrable statutory violations rather than a challenge to the

existence of the arbitration provision itself.

Only when defendant filed its motion to compel arbitration did plaintiff dispute the

existence of the asserted arbitration agreement. Having ventured beyond the four corners of his

complaint, plaintiff must introduce evidence refuting the formation and/or the existence of an

arbitration agreement. As such, the motion will be reviewed under the Rule 56 standard.

Plaintiff challenges the formation and enforcement of the arbitration agreement on

several grounds. First, he adamantly avers that his responsibilities as a senior IT finance

integrations architect and software engineer exempted him under Section 1 of the FAA. In

support, plaintiff presents case law exempting employees directly engaged in the flow of

interstate commerce from arbitration agreements under Section 1 of the FAA. Second, plaintiff

maintains that he never signed an arbitration agreement. From this it purportedly flows that there

was neither a meeting of the minds nor mutual assent to form an agreement. Third, plaintiff

posits that the alleged arbitration agreement is procedurally and substantively unconscionable.

Procedurally, defendant supposedly exploited plaintiff's lack of knowledge on arbitration to

deprive him of a meaningful choice. Substantively, defendant hid additional terms and

stipulations in the agreement. Such bad faith and malice, plaintiff concludes, is outcome

determinative of substantive unconscionability. Finally, plaintiff insists the court cannot enforce

the alleged arbitration agreement because doing so would violate public policy by tacitly

condoning retaliatory destruction of evidence and financial coercion.

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enforceable arbitration agreement exists. First, plaintiff assertedly manifested assent to the

agreement. In support, defendant proffers evidence from its internal electronic records indicating

plaintiff received an ADR Acknowledgement and ADR Agreement on June 28, 2021. Defendant

also submits its company policy to demonstrate plaintiff's assent. The policy specified that if a

promoted employee had not previously signed an ADR Agreement, then the employee received

the ADR documents upon promotion. Plaintiff's e-signature on June 28, 2021, coincided with

his promotion. Should that be insufficient, defendant provides support for the proposition that

plaintiff assented to the agreement by his continued employment with defendant. Finally,

defendant observes that while plaintiff denies signing an arbitration agreement, plaintiff does not

deny that he received, reviewed, and acknowledged the agreement as confirmed by defendant's

electronic records.

Reviewing the record in the light most favorable to the nonmovant, there is no genuine

factual dispute that plaintiff did not qualify as an exempt transportation worker under Section 1

of the FAA. The Supreme Court has limited the Section 1 exemption to "transportation workers"

who "must at least play a direct and 'necessary role in the free flow of goods' across borders."

Southwest Airlines Co. v. Saxon, 596 U.S. 450, 458 (2022) (quoting Circuit City Stores, Inc. v.

Adams, 532 U.S. 105, 115 (2001)).

It is apparent that plaintiff did not appreciate the import of the Supreme Court's holding.

Plaintiff posits that he "worked in the transportation sector, directly supporting interstate

commerce in rail and related operations in the corporate IT department," and "[c]ourts have

consistently applie[d] the exemption to such workers." Plaintiff's Response in Opposition, Doc.

No. 15, at 2. Yet, no controlling courts have applied the exemption to IT professionals that are

several steps removed from the transport of goods.

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software engineer. To that end, plaintiff managed financial technology systems. He ensured

their proper configuration, integration, and optimization. Plaintiff never delivered or transported

goods across state lines, and he never supervised any employees engaged in the transport of

goods. What is more, defendant did not and does not engage in the interstate transport of goods.

At that time, defendant provided equipment, digital solutions, and systems to a myriad of

companies, some of which may have engaged in the transportation of goods.

Given this, the only parallels a fact finder may observe between plaintiff's cited cases and

his former role are that plaintiff himself is a former employee and he claims an exemption under

the FAA. But as the Court has held, a transportation worker must directly play a role in

facilitating the transfer of goods across state borders. Southwest, 596 U.S at 458. Neither

plaintiff nor defendant directly played a role in moving goods across state lines. Therefore, the

record is clear that plaintiff is not an exempt transportation worker under the FAA.

Turning to the agreement, the record is clear the parties entered into a valid and

enforceable arbitration agreement. Plaintiff has failed to proffer a modicum of evidence refuting

the existence of an arbitration agreement. Instead, he adamantly insists that he never signed an

ADR Agreement. He offers no proof or alternative theory for how defendant came to possess his

authenticated e-signature.

He asserts his lack of acknowledgement demonstrates a lack of mutual assent to form an

agreement and concludes that the lack of mutual assent demonstrates there was not a valid

agreement. And his briefing lacks any case law or substantive legal reasoning to support this

conclusion. Of course, "it is not the Court's job to 'research and construct legal arguments. . . In

order to develop a legal argument effectively, the facts at issue must be bolstered by relevant

legal authority; a perfunctory and undeveloped assertion is inadequate." Schneider's Dairy, Inc.

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Pa. 2013) (emphasis added) (citing 330 West Hubbard Rest. Corp. v. U.S., 203 F.3d 990, 997 (7th

Cir. 2000). And "District Courts in this Circuit have held that a failure to advance anything more

than a perfunctory argument constitutes a waiver of the argument," Wingard v. Penn State

Police, No. 12-5000, 2013 WL 331109, at *7 (W.D. Pa. July 11, 2013)).

Moreover, the record clearly demonstrates that plaintiff received valid notice of the

arbitration agreement and thereafter continued his employment with defendant. Continued

employment is tantamount to valid assent to arbitrate. Several courts in this Circuit have

recognized that continuing employment under such circumstances constitutes acceptance of the

terms. See, e.g., Horowits v. AT&T Inc., 2019 WL 77331 at *7 (D.N.J. Jan. 2, 2019) ("Once a

party receives notice, acceptance of the arbitration program may be signified by failing to opt

out.") (citing Descafanco v. BJ's Wholesale Club, Inc., No. 15-7883, 2016 WL 1718677, at *2

(D.N.J. Apr. 28, 2016)).

Here, defendant submitted electronic records indicating plaintiff received an ADR

Acknowledgement and an ADR Agreement upon his promotion on June 28, 2021. Doc. Nos.

10-2, 10-3. Plaintiff offered no evidence refuting the validity of those documents. Curiously, he

directly cited defendant's ADR Acknowledgement in his brief. Doc. No. 15, at 2. The record is

unequivocally clear; plaintiff received notice of the agreement and thereafter continued his

employment until his termination on March 8, 2024.

Additionally, plaintiff neither addresses nor provides evidence countering defendant's

submission of his electronic acknowledgement of the ADR Agreement. "If a party fails to

properly support an assertion of fact or fails to properly address another party's assertion of facts

as required by Rule 56(c), the court may consider the fact undisputed for the purposes of the

motion." As such, the record reflects defendant's submissions as fact. Plaintiff received notice

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arbitrate between the parties.

Having established the existence of an arbitration agreement, plaintiff fails to proffer any

evidence of procedural or substantive unconscionability in the formation of the agreement. To

prove an arbitration agreement is unconscionable under Pennsylvania law, a party must

demonstrate that the agreement was both substantively and procedurally unconscionable.

Styczynski v. MarketSource, Inc., 340 F.Supp.3d 534, 544 (E.D. Pa. 2018) (citing Salley v.

Option One Mortg. Corp., 592 A.2d 115, 119-20 (Pa. 2007)). The party challenging an

arbitration agreement as substantively unconscionable bears the burden to produce evidence of

unconscionability. Zimmer v. CooperNeff Advisors, Inc., 523 F.3d 224, 230 (3d Cir. 2008)

(citing Salley v. Option One Mortg. Corp., 592 A.2d 115, 119-20 (Pa. 2007)).

"Procedural unconscionability pertains to the process by which an agreement is reached

and the form of an agreement, including the use therein of fine print and convoluted or unclear

language." Styczynski, 340 F. Supp. at 544, (quoting Harris v. Green Tree Fin. Corp., 183 F.3d

173, 181 (3d Cir. 1999)). In Pennsylvania, "[a] contract is procedurally unconscionable where

'there was a lack of meaningful choice in the acceptance of the challenged provision.'" Id. An

inequality in bargaining power is not a sufficient reason to hold that an arbitration agreement is

procedurally unenforceable in an employment context because parties frequently possess varying

degrees of leverage in negotiation. Id. Further, simply classifying an agreement as a contract of

adhesion does not render it unconscionable and unenforceable as a matter of law. "A more

searching inquiry of the parties' respective bargaining positions, level of sophistication, and

opportunity to review an arbitration agreement are all relevant considerations in determining

whether the process was unfair." Bush v. Comcast Cable Communications Management, LLC,

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F.3d 175, 184 (3d Cir. 1998)).

Here, plaintiff fails to show procedural unconscionability. Plaintiff insists defendant

coerced his assent in a procedurally unconscionable manner because he "was never educated on

arbitration and had no meaningful choice regarding assent." Yet plaintiff fails to produce even a

scintilla of evidence supporting his claim and the evidentiary record contradicts him. What's

more, defendant submitted a declaration from human resources manager Curtis Haines that

details defendant's ADR agreement and acknowledgement practices. Doc. No. 10-4, at 2-4.

Haines' declaration quickly dismantles plaintiff's depiction of himself as an employee

unfamiliar with his right to negotiate. As previously noted, plaintiff was presented with the

agreement at the time of his promotion. This is crucial for two reasons. First, the record

indisputably establishes plaintiff received and had an opportunity to read defendant's ADR

Acknowledgment form. And he explicitly recognizes that he received "[d]efendant's proffered

ADR Acknowledgment." Plaintiff's Response in Opposition, Doc. No. 15, at 2. It logically

follows that plaintiff therefore had adequate opportunity to apprise himself of his right to review

the arbitration agreement and consult with defendant's human resources staff before consenting

to the agreement. Having had this opportunity, he cannot now contend he lacked an appropriate

opportunity to assent or reject the form by declining the promotion.

Further, the record reflects that plaintiff is a sophisticated party. As he admits, plaintiff

was enrolled at the University of Pittsburgh in a master's in business administration program.

Clearly, plaintiff possesses a higher level of education and a basic understanding of business

operations. And at the very least he had the competence to seek clarification in the event he

needed further information. The notion that defendant possessed a disproportionate level of

knowledge when negotiating with plaintiff is nonsensical.

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surreptitiously in drafting an "inconsistent and unreliable" acknowledgement form. Plaintiff

pointed to the differing "effective date" and "'signature date' of June 28, 2021" as evidence that

an agreement does not exist. Response in Opposition at 2. But once again, defendant distributed

its ADR agreement to promoted employees if the employee had not previously signed the

agreement. Haines confirmed that defendant promoted plaintiff on June 28, 2021, and provided

him with the ADR Agreement via the Acknowledgment form that same afternoon. Doc. No. 10-

4 at 3.

Defendant hired plaintiff in September of 2014 and instituted its ADR policy in February

of 2019. Defendant's internal records listed the agreement in effect for plaintiff as of February of

2020, but not signed until the day of plaintiff's promotion, June 28, 2021. Plaintiff maintains he

had not seen the agreement until June of 2021. This may well be true and it soundly aligns with

both plaintiff and defendant's timelines. In other words, the record shows clearly that plaintiff

had ample opportunity to read, review, and question the arbitration agreement before consenting.

Plaintiff next attempts to show that the arbitration agreement is substantively

unconscionable. He again fails to proffer sufficient evidence. "Substantive unconscionability

refers to contractual terms that are unreasonable or grossly favorable to one side and to which the

disfavored party does not assent." Grimm v. First Nat. Bank of Pennsylvania, 578 F.Supp.2d

785, 794-95 (W.D. Pa. 2008) (quoting Germantown Mfg. Co. v. Rawlinson, 491 A.2d 138, 145-

47 (Pa.Super. 1985)).

Plaintiff maintains that the arbitration agreement is substantively unconscionable because

" [d]efendant fabricated performance issues, inserted a hidden performance improvement plan

into job documentation, extended the plan unfairly, and terminated [p]laintiff prematurely

despite compliance." Doc. No. 15 at 3. But again, plaintiff does not point to any specific

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that defendant exhibited "malice and bad faith" because it "extended the plan unfairly and

terminated plaintiff prematurely despite compliance." Id. He provides no further context into

what that supposedly entailed. Instead, he states "defendant has materially breached the mutual

arbitration agreement," despite disavowing the existence of it. Without supporting law, plaintiff

argues this renders the agreement substantively unconscionable.

Plaintiff fundamentally misapprehends the purpose and process of arbitration. "The

purpose of arbitration is to serve as an alternative form of dispute resolution. Both sides present

evidence and a hearing may be held." Wayne v. Chopivsky, 657 F.Supp. 788, 792 (E.D. Pa.

1987). Further, "[o]nce one party moves to compel, the non-moving party may respond with

facts that reasonably 'place the agreement to arbitrate in issue.'" Kreider v. Green Robin Homes,

LLC, 2025 WL 1582461 at *9, (E.D. Pa. June 4, 2025) (citing Guidotti, 716 F.3d at 776).

Plaintiff has conflated litigating his complaint with disputing the existence of an

arbitration agreement. He will have a chance to be heard on the issues and the merits of the case.

"The arbitration procedures under the ADR Agreement are akin to civil procedures in court."

Doc. No. 11 at 2. To that end, plaintiff's arguments about procedural unconscionability are

available to be advance to and are better suited for the arbitrator. His contentions that defendant

"extended the plan unfairly and terminated plaintiff prematurely despite compliance" likewise

may be advanced to the arbitrator. But whatever else, these assertions fail to advance facts that

place the existence of the arbitration agreement at issue.

Moreover, the record shows plaintiff's allegations are covered claims under the ADR

Agreement. The agreement states in part:

Covered Claims include all claims arising out of related to the application for

employment, employment relationship or the termination of that relationship. . .

without limitation. . . retaliation, discrimination, or harassment and claims arising

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Act. . . or similar subject matters, and all other federal, state or local statutory and legal

claims . . . arising of out of relating to your application for employment, employment,

or the termination of your employment.

Defendant's Brief in Support, Doc. No. 11 at 3. Under this definition, the violations plaintiff

alleges are subject to arbitration.

Finally, enforcement of the agreement neither violates public policy nor tacitly

condones a retaliatory practice. "The Federal Arbitration Act establishes a strong federal

policy in favor of resolving disputes through arbitration." Hopkins v. New Day Financial,

643 F. Supp.2d. 704, 713 (E.D. Pa. 2009) (citing Alexander v. Anthony Int'l L.P., 341 F.3d

256, 265 (3d Cir. 2003)). Given the legislated presumption in favor of arbitration, plaintiff

must produce compelling evidence to preclude enforcement of a valid agreement. He makes

unsupported allegations that defendant destroyed evidence in retaliation for plaintiff

reporting discrimination and imposed financial coercion by withholding tuition

reimbursement payments. Doc. No. 15. As is the reality with most of his brief, the

allegations are bereft of legal or evidentiary support. Such matters do not bear on the issue

of arbitrability or the formation of an arbitration agreement. As a result, the Court need not

address them further.

For the reasons set forth above, defendant's motion to compel arbitration and stay the

case will be granted. Appropriate orders will follow.

Date: March 23, 2026

s/David Stewart Cercone

David Stewart Cercone

Senior United States District Judge

cc: James A. Holt, Esquire

(Via CM/ECF Electronic Mail)

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651 Chilliwack Lane

Mars, PA 16046

(Sent Via First Class Mail)

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