BARCLAYS SERVICES, LLC v. ADEMUWAGUN

Filing 14

OPINION. Signed by Judge Evelyn Padin on 6/3/2024. (ld, )

NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
BARCLAYS SERVICES, LLC.,
Petitioner,
No. 23cv20798 (EP) (AME)
v.
OPINION
PAULINA ADEMUWAGUN,
Respondent.
This action arises out of an employment dispute between Petitioner Barclays Services, LLC
(“Barclays”) and Respondent Paulina Ademuwagun (“Ademuwagun”).

Ademuwagun

commenced an action in the Superior Court of New Jersey, Essex County, asserting statutory
actions against Barclays, including race discrimination under the New Jersey Law Against
Discrimination (“NJLAD”), N.J.S.A. 10:5-1, et seq. (“State Court Action”). Barclays argues
Ademuwagun’s employment agreement includes a mandatory arbitration clause (“Arbitration
Agreement”) requiring her to arbitrate before an arbitrator at the Financial Industry Regulatory
Authority (“FINRA”) or, if FINRA declines, at the American Arbitration Association (“AAA”).
D.E. 3-1 at 7 (“Br.”). Barclays moves to compel arbitration and stay the State Court Action. D.E.
3 (“Motion” or “Mot.”). Ademuwagun opposes and denies ever signing the Arbitration Agreement
at issue. D.E. 9 (“Opp’n”). Barclays replies. D.E. 11 (“Reply”). For the below reasons, the Court
will DENY the Motion without prejudice to permit limited discovery on the narrow issue of
whether an arbitration agreement exists. 1


The

Court has reviewed the parties’ submissions and decides the motion without oral argument.
See Fed. R. Civ. P. 78(b); L.Civ.R. 78.1(b). 
ϭ

I.

BACKGROUND
A. Barclays’ Facts2
According to Barclays, on June 22, 2022, Barclays created an applicant profile for

Ademuwagun, a new hire, in its online applicant tracking system, Taleo. Br. at 10. Her name,
personal e-mail address, and resume were entered into the Taleo system. Id. Taleo then notified
Ademuwagun to create a password. Id. Taleo’s system records indicate that on June 26, 2022,
Ademuwagun logged into her Taleo account and inputted certain information into her profile. Id.
Barclays notes that it first issued an offer letter to Ademuwagun on or about June 22, 2022
at 3:17 PM ET.3 Id.; Reply at 14 (citing KKR Decl., Ex. 2). It was rescinded about eleven minutes
later. Reply at 14 (citing KKR Decl., Ex. 2). Barclays then released a second version of that letter4
at 3:32 PM ET. Id. The Second Offer Letter was rescinded while Ademuwagun’s employment
was negotiated. Id. On June 29, 2022, Barclays released a new version5 to Ademuwagun. Id.
Barclays states that the Third Offer Letter contained an error in the legal entity named and was
rescinded for correction. Id.
Barclays contends that on June 30, 2022, it released a final employment offer letter 6 to
Ademuwagun through Taleo. Br. at 8; Reply at 15. On July 1, 2022, Ademuwagun logged into
Taleo using her password. Br. at 8. The Final Offer Letter contained a drop-down menu to record
user responses. Id. Barclays avers that Ademuwagun clicked on the menu to designate her

2



Barclays’ moving brief incorporates by reference its Verified Petition (“Petition”), Declaration
of Jeremy M. Brown, Esq. (“Brown Decl.”), Declaration of Kavitha K. R (“KKR Decl.”), and
Declaration of Oliver Hoad (“Hoad Decl.”). Its facts also derive from the Declaration of Sarada
Srinivas (“Srinivas Decl.”) and the Reply Declaration of Oliver Hoad (“Hoad Reply Decl.”).
3
Referred to hereinafter as Initial Offer Letter.
4
Referred to hereinafter as Second Offer Letter.
5
Referred to hereinafter as Third Offer Letter.
6
Referred to hereinafter as Final Offer Letter.
2

response as “Accept the offer,” typed her last name in the field labeled “E-Signature” and clicked
“Submit” at 4:00 PM GMT. Id. at 8, 11. This functioned as an agreement to the offer, as Taleo
automatically created an electronically signed copy of the Final Offer Letter by stamping
Ademuwagun’s name, date, and time of acceptance into the system. Id. at 8-9. The Final Offer
Letter contains an arbitration clause stating in part:
YOU AND THE COMPANY MUTUALLY AGREE THAT ANY
DISPUTE OR CONTROVERSY ARISING UNDER OR ANY
WAY RELATED TO YOUR EMPLOYMENT, INCLUDING,
BUT NOT LIMITED TO, ANY DISPUTE REGARDING YOUR
COMPENSATION OR THE TERMINATION OF YOUR
EMPLOYMENT, SHALL BE SETTLED ON AN INDIVIDUAL
BASIS BY ARBITRATION BEFORE THE FINANCIAL
INDUSTRY REGULATORY AUTHORITY ("FINRA"). YOU
AND THE COMPANY AGREE TO WAIVE ANY RESPECTIVE
RIGHTS TO PROCEED ON SUCH CLAIMS IN COURT OR TO
HAVE A JURY TRIAL.
KKR Decl., Ex. 3 at 41. The Final Offer Letter further provides that the FAA will govern the
Arbitration Agreement. Id. at 43. It also includes an integration provision which states that the
letter “supersedes all proposals and prior agreements, oral or written.” Id. Ademuwagun began
her employment at Barclays on August 15, 2022 and was terminated on June 14, 2023. Br. at 12.
She commenced her State Court Action on July 11, 2023. Id.
Barclays also avers that after signing the Final Offer Letter, Ademuwagun then
“electronically signed or completed the: (1) Confidentiality and Intellectual Property Agreement,
(2) SEC Questionnaire, (3) Political Contribution Certification, (4) Regulatory Employment
Questionnaire, (5) Personal Data Collection Form, (6) Compliance Form, and (7) 401(k)
Disclosure Form, among others.” Reply at 13. (citing KKR Decl. ¶ 47 and Ex. 4 (list of assigned
and completed onboarding tasks in Taleo); Hoad Reply Decl. ¶ 20 and Ex. 10 (copy of
electronically signed Confidentiality and Intellectual Property Agreement)).

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B. Ademuwagun’s Facts7
Ademuwagun tells a different story. She maintains that she “never received or reviewed
the June 30, 2022 Offer letter; [] never signed or accepted an offer letter containing an arbitration
agreement, including a June 30, 2022 offer letter; and [] would not have accepted any offer letter
or document that contained an arbitration agreement.” Opp’n at 10. Ademuwagun states that
Oliver Hoad, the Barclays recruiter who managed her recruitment process, emailed her on June
28, 2022 stating “[p]lease let me summarise the offer you have now seen come through formally
in our system.” Ademuwagun Cert. ¶¶ 12-13. That e-mail had a Role Profile Attestation (“RPA”)
attached to it, detailing her role, as well as a Benefit Enrollment Guide. Id. ¶¶ 14-16. She notes
neither of those attachments had arbitration clauses. Id.
Ademuwagun states that she accepted an offer on June 28, 2022, but does not specify
how.8 Ademuwagun Cert. ¶ 17. She further says that she communicated with Hoad “to inform
him that I accepted the second (and final) Offer Letter” on June 29, 2022. Id. ¶ 18. In the
WhatsApp exchange that both parties annex, Hoad writes on July 5, 2022: “Just wanted to make
sure you’d seen the new offer letter and that everything made sense? Did you click accept in the
system yet.” Id. ¶ 21; Brown Decl., Ex. 8 at 64. Ademuwagun replies “I did..I have accepted the
offer. . . ” Id. However, Ademuwagun maintains that when she replied to Hoad, she was referring

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Ademuwagun’s brief references her Certification (“Ademuwagun Cert.”) and the Certification
of Kevin Barber (“Barber Cert.”).
8
It is therefore unclear if Ademuwagun concedes this is the Second Offer Letter Barclays
maintains was uploaded in Taleo on June 22, 2022 and/or whether she acknowledges electronically
signing it. KKR Decl., Ex. 2; Reply at 16. On the one hand, she acknowledges the offer she
believes she accepted was “created in Barclays’ Taleo system as of June 28, 2022.” Ademuwagun
Cert. ¶ 17. Her attorney also represented that she “agreed to and electronically accepted an Offer
Letter” reflecting the terms of an offer on June 28, 2022. Brown Decl., Ex. 9 at 68. However, she
also states that Hoad “sent [her] via email the second (and final) offer to inform [her] that the Offer
Letter was in the system.” Ademuwagun Cert. ¶ 10. It is plausible, therefore, that she interprets
the e-mail from Hoad was the offer. 
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to “the second (and final) Offer Letter that was accepted on June 28, 2022.” Ademuwagun Cert.
¶ 22. Barclays attests that no offer letter was accepted on its Taleo system on June 28, 2022.
Srinivas Decl. ¶ 20.
Ademuwagun also contests the Final Offer Letter because Barclays’ protocol purportedly
requires collection of an employee’s IP address to enter into an employment agreement. Barber
Cert. ¶ 13. She has requested versions of the Final Offer Letter with the IP address of the signee,
which Barclays has not provided. Id. ¶ 14. Barclays replies that it does not collect IP addresses
under its protocol when a U.S.-based candidate accepts an offer letter in Taleo. Reply at 13 (citing
Srinivas Decl. ¶¶ 10-13).
In sum, Barclays maintains that Ademuwagun electronically signed the Final Offer Letter
on Taleo that contains an ironclad Arbitration Agreement. Br. at 8. Ademuwagun unequivocally
states that she never signed that letter nor has seen it and maintains that she accepted an alternative
offer on June 28, 2022, though it is unclear exactly which offer that refers to and the manner of
purported acceptance. Ademuwagun Cert. ¶ 17.
II.

ANALYSIS
A. This Court has Subject Matter Jurisdiction
Barclays is a Delaware corporation with its principal place of business in New York, Br.

at 13, and Ademuwagun is a citizen of Texas. Opp’n at 12 n.1. Barclays avers that the amount in
controversy exceeds $75,000. Br. at 13.
While the parties agree that the FAA does not create an independent basis 9 for federal
jurisdiction, they dispute whether diversity jurisdiction exists. Ademuwagun argues in a footnote

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See Goldman v. Citigroup Glob. Markets Inc., 834 F.3d 242, 249-50 (3d Cir. 2016) (citing Moses
H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 25 n.32 (1983)).
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that this Court lacks subject matter jurisdiction because defendants named in the State Court
Action—and unnamed in this action—are necessary and indispensable parties. Opp’n at 12 n.1.
Barclays replies that the operative issue before the Court, the enforceability of the Arbitration
Agreement, does not render the state court defendants indispensable. Reply at 9. The Court agrees
with Barclays.
Federal Rule of Civil Procedure 19 governs compulsory joinder. First, courts must
determine whether parties are “necessary” under Rule 19(a). Gen. Refractories Co. v. First State
Ins. Co., 500 F.3d 306, 312 (3d Cir. 2007). Id. Rule 19(a) states:
A person who is subject to service of process and whose joinder will
not deprive the court of jurisdiction over the subject matter of the
action shall be joined as a party in the action if (1) in the person’s
absence complete relief cannot be accorded among those already
parties, or (2) the person claims an interest relating to the subject of
the action and is so situated that the disposition of the action in the
person’s absence may (i) as a practical matter impair or impede the
person’s ability to protect that interest or (ii) leave any of the persons
already parties subject to a substantial risk of incurring double,
multiple, or otherwise inconsistent obligations by reason of the
claimed interest.
If either of these subsections is satisfied, “the absent party is a necessary party that should
be joined if possible.” Koppers Co., Inc. v. Aetna Cas. and Sur. Co., 158 F.3d 170, 175 (3d Cir.
1998). Where joinder of a necessary party would destroy jurisdiction, courts determine whether
the party is indispensable. Gen. Refractories, 500 F.3d at 313 (“[A] holding that joinder is
compulsory under Rule 19(a) is a necessary predicate to a district court’s discretionary
determination under Rule 19(b) that it must dismiss a case because joinder is not feasible (i.e., will
defeat diversity) and the party is indispensable to the just resolution of the controversy.”).
The only State Court Action defendant who could theoretically destroy diversity is
Elizabeth Ragozzino, a New York citizen, who Ademuwagun alleges discriminated against her.

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Opp’n at 12 n.1. Ragozzino is not a party to the employment agreement between Barclays and
Ademuwagun, nor is she a party to the Petition before this Court. See JPMorgan Chase & Co. v.
Custer, No. 15-6288, 2016 WL 927339, at *2 (D.N.J. Mar. 10, 2016); see also Doctor’s Assocs.
v. Distajo, 66 F.3d 438, 445 (2d Cir. 1995) (“The ‘parties’ to which § 4 of the FAA refers are the
parties to the petition to compel.”). There is no showing that her absence in this case would impact
adjudication of the enforceability of the Arbitration Agreement. Fed. R. Civ. P. 19(a). Nor is there
a showing that Ragozzino claimed an interest in the federal action “and any prejudice to the parties
arising from piecemeal litigation is overcome due to the FAA’s strong bias favoring arbitration, as
the Supreme Court has ruled that the FAA requires courts to enforce arbitration agreements
‘notwithstanding the presence of other persons who are parties to the underlying dispute but not to
the arbitration agreement.’” Custer, 2016 WL 927339, at *2 (citing Moses H. Cone, 460 U.S. at
20). Whether arbitration is mandatory turns on the narrow question of whether Ademuwagun
signed the Arbitration Agreement. This Court finds that Ragozzino, as solely a party to the
underlying action, is not necessary. The Court need not conduct an indispensability inquiry given
the prerequisite of Fed. R. Civ. P. 19(a) was not met. Accordingly, subject matter jurisdiction is
proper under 28 U.S.C. § 1332.
B. Younger Abstention is Improper
Ademuwagun also argues that this Court should abstain from exercising jurisdiction
pursuant to the Younger doctrine because of the pending State Court Action. Opp’n at 12 (citing
Younger v. Harris, 401 U.S. 37 (1971)). Circumstances appropriate for Younger abstention are
“exceptional” and include (1) state criminal prosecutions, (2) civil enforcement proceedings, and
(3) “civil proceedings involving certain orders that are uniquely in furtherance of the states courts’

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ability to perform their judicial functions.” Sprint Comms., Inc. v. Jacobs, 571 U.S. 69, 73 (2013)
(cleaned up).
Ademuwagun argues that the presence of the following Middlesex factors warrants
abstention: “(1) there are pending or ongoing state judicial proceedings; (2) the state proceedings
implicate important state interests; and (3) the state proceedings afford an adequate opportunity to
raise any constitutional issues.” Opp’n at 13 (citing O’Neill v. City of Philadelphia, 32 F.3d 785,
789 (3d Cir. 1994); Middlesex Cty. Ethics. Comm. v. Garden State Bar Ass’n, 457 U.S. 423
(1982)). In Reply, Barclays correctly notes that the Middlesex factors are not dispositive. Reply
at 7; Sprint, 571 U.S. at 81 (clarifying that the hearing in Middlesex was “akin to a criminal
proceeding” and the three conditions utilized in that case were “additional factors appropriately
considered by the federal court before invoking Younger.”) (emphasis in original). Rather, the
Supreme Court explained, and the Third Circuit “ha[s] stressed several times since—that the three
Middlesex conditions are no longer the test for Younger abstention. Instead, Younger applies to
only” the three categories in Sprint outlined above. Malhan v. Sec’y U.S. Dep’t of State, 938 F.3d
453, 462 (3d Cir. 2019) (cleaned up); see also Borowski v. Kean Univ., 68 F.4th 844, 849 (3d Cir.
2023) (“for a quasi-criminal civil enforcement proceeding to warrant abstention under Younger, it
must satisfy three supplemental conditions [under Middlesex].”).
The State Court Action does not fall into any of the exceptional Younger categories
warranting abstention. First, it is not a criminal prosecution. Second, it is not a civil enforcement
proceeding that is “akin to a criminal prosecution in important respects.” ACRA Turf Club, LLC
v. Zanzuccki, 748 F.3d 127, 137 (3d Cir. 2014) (cleaned up). Lastly, the third Younger category—
which addresses potential federal court decisions that would result in “unprecedented intrusion
into the [state] judicial system”—does not apply. Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 10

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(1987). The State Court Action “does not challenge any judicial order at all” and makes abstention
under this exception “plainly inappropriate.” Malhan, 938 F.3d at 463 (cleaned up).
Abstention would also be inappropriate because it “would deny Petitioner access to the
forum that it and Respondent selected in the Agreement to resolve their disputes, should the Court
find that there is a valid agreement to arbitrate.” Custer, 2016 WL 927339, at *3 (citing Olde
Discount Corp. v. Tupman, 1 F.3d 202, 213 (3d Cir. 1993)). “The mere existence of a concurrent
parallel action in state court does not usurp the Congressional intent that parties who have agreed
to arbitrate their differences be, under the FAA, ushered post haste into the appropriate arbitral
forum.” Great W. Mortg. Corp. v. Peacock, 1996 U.S. Dist. LEXIS 10041, at *8 (D.N.J. Apr. 9,
1996) (citing Moses H. Cone, 460 U.S. at 22). Should it be determined that the Arbitration
Agreement is enforceable, the Court has every interest in ensuring the parties to the agreement
move quickly into arbitration. Accordingly, the Court will not abstain from deciding this case.
C. The Court Must Order Limited Discovery on Two Narrow Issues 10
The parties do not dispute the existence of the Final Offer Letter or that it contains an
Arbitration Agreement. See Br. at 8; Opp’n at 8-9. Rather, Ademuwagun “firmly denied from the
outset -- and continues to deny -- that she ever signed a June 30, 2022 offer letter or agreed to
arbitration.” Opp’n at 19.

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Although the parties dispute the enforceability of the Arbitration Agreement, it is plainly
governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq. See KKR Decl., Ex. 3 at
43 (“For the avoidance of doubt, the Federal Arbitration Act shall govern the interpretation,
enforcement and all proceedings under the arbitration provisions.”). The FAA provides that “[a]
written provision in any . . . contract evidencing a transaction involving commerce to settle by
arbitration a controversy thereafter arising out of such contract or transaction” is “valid,
irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation
of any contract.” 9 U.S.C. § 2.


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When it is apparent on the face of the Complaint and/or documents relied upon in the
complaint that claims are “subject to an enforceable arbitration clause,” a motion to compel
arbitration is analyzed under a Rule 12(b)(6) standard. Guidotti v. Legal Helpers Debt Resolution,
L.L.C., 716 F.3d 764, 776 (3d Cir. 2013) (cleaned up). “The Rule 56 standard is appropriate
where: (1) ‘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) ‘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.’” Kozur v. F/V Atlantic Bounty, LLC, No. 18-8750, 2019 WL 5208997, at *3
(D.N.J. Oct. 16, 2019) (citing Guidotti, 716 F.3d at 774).
“A motion to compel arbitration calls for a two-step inquiry into (1) whether a valid
agreement to arbitrate exists and (2) whether the particular dispute falls within the scope of that
agreement.” Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529, 532 (3d Cir. 2005). Prong two
is clearly satisfied. If the Arbitration Agreement is enforceable, its scope clearly extends to the
parties’ dispute. See KKR Decl., Ex. 3 at 37 (“YOU AND THE COMPANY MUTUALLY
AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING UNDER OR ANY WAY
RELATED TO YOUR EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, ANY
DISPUTE REGARDING YOUR COMPENSATION OR THE TERMINATION OF YOUR
EMPLOYMENT,

SHALL

BE

SETTLED

ON

AN

INDIVIDUAL

BASIS

BY

ARBITRATION[.]”) (emphasis added).
The problem is with prong one. To determine if there is an arbitration agreement, courts
look to “state law principles regarding formation of contracts.” Corchado v. Foulke Mgmt. Corp.,
No. 15-6600, 2017 WL 627427, at *3 (D.N.J. Feb. 15, 2017) (citing First Options of Chi., Inc. v.

10

Kaplan, 514 U.S. 938, 944 (1995)). “An agreement to arbitrate, like any other contract, must be
the product of mutual assent, as determined under customary principles of contract law.” Id.
(quoting Atalese v. U.S. Legal Servs. Grp., L.P., 99 A.3d 306, 312-13 (N.J. 2014)). As a result,
“arbitration agreements may be invalidated by generally applicable contract defenses, such as
fraud, duress, or unconscionability.” Id. (cleaned up) (quoting Rent-A-Center, West, Inc. v.
Jackson, 561 U.S. 63, 68 (2010)).
Here, Ademuwagun unequivocally denies ever signing the Arbitration Agreement. Opp’n
at 19. Without clarifying what employment agreement she accepted, or how she accepted it,
Ademuwagun states that she “accepted the second (and final) Offer Letter which has been created
in Barclays’ Taleo system as of June 28, 2022.” Ademuwagun Cert. ¶ 17. Barclays states that
Ademuwagun electronically signed the Final Offer Letter (released through Taleo on June 30,
2022) on July 1, 2022. Reply at 11. The Court cannot rule on enforceability of the Arbitration
Agreement without clarity on these issues. When, as here, an agreement to arbitrate has been put
in issue, courts can order limited discovery and entertain a renewed motion to compel arbitration
after. Guidotti, 716 F.3d at 776. Accordingly, the Court must order limited discovery on (1) what
agreement Ademuwagun maintains she accepted and (2) whether she electronically signed the
Final Offer Letter.11
III.

CONCLUSION
For the reasons above, the Court will DENY Petitioner’s Motion without prejudice. The

parties are to engage in limited discovery on the narrow issue of whether an agreement to arbitrate
exists. Petitioner may re-file its Motion following the completion of discovery. An appropriate
Order accompanies this Opinion.

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The Court expects expedited discovery given the narrowness of outstanding issues.
11

Dated: June 3, 2024

__________________
Evelyn Padin, U.S.D.J.

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