Former three-time ROH Women of Honor World Champion Kelly Klein filed a lawsuit against the company back in February. In that lawsuit Klein alleged that ROH breached their implied contract with Klein. Also, she claimed they owed her unpaid royalties, had violated state and federal Equal Pay acts, as well as discriminating and harassing her. Finally, she also alleged ROH had operated an unsafe work environment.
According to a report from PWInsider, the lawsuit was closed on November 16th. This was after the Maryland judge agreed with ROH’s argument that arbitration would be the correct way to resolve the issues based on Klein’s contract.
“Procedural unconscionability relates to the process by which the contract was made, and it resembles the common law defenses of fraud and duress. An arbitration provision is procedurally unconscionable if one of the parties lacked a meaningful choice during the making of the contract.
The Court of Appeals of Maryland has explained that a contract may be procedurally unconscionable where its material terms were buried in fine print or were written in convoluted language.
Klein avers that, unlike Defendants, she was not a sophisticated dealmaker. Klein highlights that because she earned a modest income as an independent wrestler, softball coach, and pre-school teacher, she could not afford counsel to assist her in negotiations with Ring of Honor.
Klein also avers that she failed to appreciate the financial implications of the arbitration provision’s fee-shifting clause. Moreover, opportunities in the world of professional wrestling were in short supply, which lessened substantially Klein’s bargaining power.
To be sure, Defendants maintained a superior bargaining position compared to Klein. But this alone is not dispositive. When assessing whether an arbitration clause is procedurally unconscionable, the Court must determine whether the agreement was reached in a manner that was egregiously unfair.
The evidence here does not meet this high bar.
To begin, the arbitration provision was clearly and obviously identifiable to a layperson such as Klein, and reads: “[a]ny controversy or claim arising out of or relating to this Agreement shall be settled by arbitration . . . .” See ECF No. 12 at 39 (Exhibit A). The provision next spells out, in equally plain language, the time, place, manner, and conditions under which arbitration shall take place. It is, in short, easy to find, read, and understand.
This Court also cannot conclude that the Agreement was an adhesive contract, presented to Klein on a “take it or leave it” basis.
Indeed, Klein admitted that she negotiated to her advantage other key provisions in the Agreement.
Nor do Defendants’ comparatively greater resources render the provision procedurally unconscionable, as Klein urges. Courts routinely uphold arbitration agreements where the party seeking arbitration arguably has even greater “market power” than Defendants do in this case.
Consequently, even accepting as true each of Klein’s factual averments, the undisputed record reflects that this arbitration provision is not procedurally unconscionable. 2. Substantive Unconscionability As to substantive unconscionability, the Court must focus on the terms of the challenged provision to determine whether the provision is so one-sided or draconian that it must be voided as against public policy.
Klein avers that the arbitration provision is substantively unconscionable because it does not explain the rules governing any future arbitration and it imposes unduly prohibitive arbitration costs.
Klein further suggests that the arbitration provision is internally inconsistent insofar as it requires “strict compliance” with the Agreement while also requiring the arbitrator to construe the Agreement according to Maryland law.
Lastly, according to Klein, the arbitration provision does not clearly state whether the Maryland Uniform Arbitration Act governs the arbitration process.
Viewed in the light most favorable to Klein, these supposed defects do not render the arbitration provision substantively unconscionable. First, contrary to Klein’s representation, the arbitration provision does set out the rules with sufficient clarity. The provision makes clear that it covers “all disputes” arising from the Agreement, that arbitration will be governed by Maryland law, that arbitration shall take place in Baltimore County, and it even includes a list of possible arbitrators identified by name.
Similarly, the arbitration provision explains in some detail how arbitration costs will be apportioned, see id. at 40, and accords the arbitrator discretion to award the prevailing party only reasonable fees.
Moreover, as Defendants correctly note, the cost-shifting clause is not a one-sided condition but is mutually applicable regardless of which party prevails. Lastly, to the extent that the terms of the Agreement conflict with one another or are ambiguous, it will be left to the arbitrator, not this Court, to reconcile those conflicts and ambiguities.
The same is true for Klein’s substantive argument that she is not an independent contractor and regarding any ambiguity as to whether the Maryland Uniform Arbitration Act applies.
This is so because the parties clearly agreed that questions regarding the scope of the arbitration provision will be decided by the arbitrator. Simply stated, the provision is not substantively unconscionable.
Enforcement of the Arbitration Provision Klein has failed to offer this Court any other ground to void the arbitration provision in the Agreement. But Klein also has not willingly engaged in arbitration.
The Court will, as a result, grant Defendants’ motion to compel arbitration consistent with the terms of the arbitration provision.
Further, because the claims raised here all arise from Klein’s work performed under the Agreement, and thus will be reached in arbitration, the Court sees no value in staying this action. It instead will dismiss the Complaint entirely. IV. CONCLUSION Based on the foregoing, Klein’s motion for leave to conduct limited discovery (ECF No. 13) is DENIED, and Defendants’ renewed motion to compel arbitration (ECF No. 16) is GRANTED.
The Clerk is also DIRECTED to CLOSE this case.”
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