NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
This opinion shall not "constitute precedent or be binding upon any court." Although it is posted on the
internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
SUPERIOR COURT OF NEW JERSEY
DOCKET NO. A-2023-19T1
MEDWELL, LLC and DR. ALI
Argued September 29, 2020 – Decided October 19, 2020
Before Judges Fasciale and Mayer.
On appeal from the Superior Court of New Jersey, Law
Division, Bergen County, Docket No. L-0857-18.
Vafa Sarmasti argued the cause for appellants (Sarmasti
PLLC, attorneys; Vafa Sarmasti and William H. Mone,
on the briefs).
Gary S. Graifman argued the cause for respondent
(Kantrowitz, Goldhamer & Graifman, PC, attorneys;
Gary S. Graifman and William T. Schiffman, on the
Defendants Medwell, LLC (Medwell) and Dr. Ali Mazandarani
(Mazandarani) (collectively defendants) appeal from a January 2, 2020 order
denying their motion to dismiss the complaint and compel arbitration.
Defendants also appeal from two related orders: a May 25, 2018 order denying
their initial motion to compel arbitration and directing limited discovery; and a
November 5, 2019 order reserving decision on defendants' renewed motion to
compel arbitration and scheduling a plenary hearing. We affirm all orders on
Plaintiff Christina Imperato sued defendants, alleging violations of the
New Jersey Law Against Discrimination (LAD), N.J.S.A. 10:5-1 to -49.
Plaintiff, a former employee of defendants, claimed she was subject to sexual
Defendants moved to dismiss the complaint and compel arbitration based
on a document entitled Mutual Agreement to Arbitrate Claims (Agreement). In
a May 25, 2018 order, the judge denied defendants' motion without prejudice
and allowed limited discovery regarding the enforceability of the Agreement.
After limited discovery, defendants renewed their motion to dismiss the
complaint and compel arbitration. In a November 5, 2019 order and an
accompanying written decision, the judge scheduled a plenary hearing to
determine "what is factually disputed by the parties regarding [plaintiff] placing
her signature on the dotted line" and "whether plaintiff entered into an
enforceable arbitration agreement."
At the plenary hearing held on December 17, 2019, the judge heard
testimony from plaintiff and Mazandarani and considered documents, including
deposition testimony, introduced as evidence. In a January 2, 2020 order and
an attached written decision, the judge denied defendants' motion to compel
In her written decisions from November 5, 2019 and January 2, 2020, the
judge made the following factual findings. Plaintiff had various jobs prior to
starting work with Medwell,1 including working at a pizzeria, a hair salon, and
in sales. She obtained a high school diploma through a graduate equivalency
degree program, attended cosmetology school, and completed one or two
semesters at a local college.
Plaintiff saw an online job posting for Medwell and responded. The next
day, January 13, 2009, plaintiff interviewed for the job at Medwell.
Medwell is a chiropractic office.
Mazandarani personally interviewed plaintiff, although he had no recollection
of the interview process, and wanted plaintiff to begin work on the day of the
interview. Plaintiff asked to start work the following Monday, January 19, 2009,
and Mazandarani agreed.
Plaintiff received several forms to complete the day she started working.
Plaintiff was given additional paperwork to sign on January 21 and 22, 2009.
These documents contained job training information. On January 23, 2009,
plaintiff was asked by Mazandarani to sign additional papers to "officially be
hired." Plaintiff told the judge that Mazandarani sat opposite her, handed her
papers to sign, and pointed to where she should sign and initial. According to
plaintiff, she complied with Mazandarani's instructions and signed where she
was told. At no time did Mazandarani indicate plaintiff could take the papers
home for review and return with the signed documents the next day. Plaintiff
explained she was rushed during her signing of the documents on January 23,
2009 and felt compelled to sign the documents "to keep her job and get paid."
One of the documents presented to plaintiff on January 23, 2009 was the
five-page, single-spaced Agreement, governing the arbitration of claims.
According to the Agreement, by signing the document, the employee
"understand[s] and agree[s]" that he or she will "gain the benefits of a speedy,
impartial, final and binding dispute resolution procedure." The Agreement
describes the arbitrable claims, which includes but is not limited to "tort claims;
claims for discrimination (including, but not limited to, race, sex, sexual
orientation, religion, national origin, age, marital status, physical or mental
disability or handicap, or medical condition) . . . ." Despite its title as a "Mutual
Agreement to Arbitrate Claims," the document has a signature line only for the
Immediately above the Agreement's signature line is a section titled
"Voluntary Agreement," which reads:
I ACKNOWLEDGE THAT I HAVE CAREFULLY
READ THIS AGREEMENT, THAT I UNDERSTAND
ITS TERMS, THAT ALL UNDERSTANDINGS AND
AGREEMENTS BETWEEN THE COMPANY AND
ME RELATING TO THE SUBJECTS COVERED IN
THE AGREEMENT ARE CONTAINED IN IT, AND
THAT I HAVE ENTERED INTO THE AGREEMENT
VOLUNTARILY AND NOT IN RELIANCE ON ANY
PROMISES OR REPRESENTATIONS BY THE
COMPANY OTHER THAN THOSE CONTAINED IN
THIS AGREEMENT ITSELF.
I UNDERSTAND THAT BY SIGNING THIS
AGREEMENT I AM GIVING UP MY RIGHT TO A
I FURTHER ACKNOWLEDGE THAT I HAVE BEEN
GIVEN THE OPPORTUNITY TO DISCUSS THIS
AGREEMENT WITH MY PRIVATE LEGAL
COUNSEL AND HAVE AVAILED MYSELF OF
THAT OPPORTUNITY TO THE EXTENT I WISH TO
Plaintiff admitted she signed and dated the Agreement. The Agreement
was not signed by Mazandarani or Medwell. Mazandarani had no recollection
of plaintiff's interview, his involvement in her hiring, or her signing of the
Agreement. Despite Mazandarani's inability to recall plaintiff's hiring process,
defendants claimed plaintiff was given the employment papers, including the
Agreement, to review at home prior to signing. Plaintiff testified that if she had
been given the paperwork in advance, she would have consulted an attorney or
family member prior to signing the documents.
The judge acknowledged plaintiff signed the Agreement but found "the
scenario upon which the employer requested plaintiff['s] signatures injected a
high level of intimidation, pressure and compression which eviscerated the
paper acknowledgment." In addition, the judge noted Mazandarani "ha[d] no
recollection of the circumstances for the signing of the agreement, ha[d] no
records to show otherwise, and presented no other witness from his offices . . .
of the pertinent circumstances." The judge concluded "[t]he method and
surrounding circumstances to the signing of the [Agreement], along with the
absence of any contrary evidence, point to an employer-orchestrated signing
event, which was days after plaintiff got a taste of what it would be like to have
a paid steady job in a respectable environment."
Because Mazandarani had no specific recollection of the events
surrounding plaintiff's hiring, the judge deemed plaintiff's testimony regarding
the hiring process more credible. The judge found plaintiff was not given the
opportunity to take documents home for review. She also determined plaintiff
was coerced into signing the paperwork by Mazandarani because he was present
when plaintiff was given the Agreement, and he directed her where to sign and
initial the document. The judge concluded the circumstances surrounding
plaintiff's execution of the Agreement were "rushed and sudden." The judge
found Mazandarani's request that plaintiff
go into his office to sign some papers, page by page,
does not support any manifestation of an intent to waive
such rights, which was explicit, affirmative[,] and
unmistakable. Under this scenario, there is no evidence
that plaintiff knowingly and expressly gave up her right
to a jury trial in favor of arbitration.
Based on the evidence adduced at the plenary hearing, the judge
concluded "plaintiff's version of the signing of the [A]greement paints a lucid
picture of either guided direction for a quick signature on a very important issue
or is evidence of inconspicuous intimidation or coercion. Either way, these facts
do not support a finding of waiver according to Atalese [v. U.S. Legal Servs.
Grp., L.P., 219 N.J. 430 (2014)]."
On appeal, defendants argue the motion judge erred in failing to apply the
correct legal standard for enforcement of an arbitration agreement. In addition,
defendants claim the Agreement clearly and unambiguously informed plaintiff
of her waiver of rights. Further, defendants assert the judge ignored the favored
status of arbitration in this State. We disagree.
We apply a de novo standard of review when determining the enforceability
of contracts, including arbitration agreements. Goffe v. Foulke Mgmt. Corp., 238 N.J. 191, 207 (2019). "The enforceability of arbitration provisions is a question of
law; therefore, it is one to which [this court] need not give deference to the analysis
by the trial [judge.]" Ibid. However, a trial judge's factual findings are reviewed for
an abuse of discretion. See Cumberland Farms, Inc. v. N.J. Dep't of Envtl. Prot.,
447 N.J. Super. 423, 437-38 (App. Div. 2016). "The general rule is that findings by
the trial [judge] are binding on appeal when supported by adequate, substantial,
credible evidence." Ibid. (quoting Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J.
150, 169 (2011)).
An agreement to arbitrate is treated like any other contract. Atalese, 219 N.J.
at 442 ("[A]n agreement to arbitrate, like any other contract, 'must be the product of
mutual assent, as determined under customary principles of contract law.'"
(quoting NAACP of Camden Cty. E. v. Foulke Mgmt. Corp., 421 N.J. Super. 404,
424 (App. Div. 2011))). "A legally enforceable agreement requires 'a meeting of
the minds.'" Ibid. (quoting Morton v. 4 Orchard Land Trust, 180 N.J. 118, 120
(2004)). The parties must have come to an understanding as to the contract's
terms. Ibid. In determining enforceability of an arbitration provision, a court
should consider "the relations of the parties, the attendant circumstances, and
the objects they were trying to attain." Kernahan v. Home Warranty Adm'r of
Florida, Inc., 236 N.J. 301, 320 (2019) (quoting Tessmar v. Grosner, 23 N.J.
193, 201 (1957)). Regarding the waiver of the right to litigate claims and
defenses "in a judicial forum, 'courts take particular care in assuring the knowing
assent of both parties to arbitrate, and a clear mutual understanding of the
ramifications of that assent.'" Atalese, 219 N.J. at 442-43 (quoting Foulke, 421 N.J. Super. at 425).
"[A] party who enters into a contract in writing, without any fraud or
imposition being practiced upon him, is conclusively presumed to understand
and assent to its terms and legal effect." Kernahan 236 N.J. at 321 (quoting
Rudbart v. N. Jersey Dist. Water Supply Comm'n, 127 N.J. 344, 353 (1992)).
When a party presents a contract for signature but does not sign themself, "the
omission of that other party's signature is a significant factor in determining
whether the two parties mutually have reached an agreement." Leodori v.
CIGNA Corp., 175 N.J. 293, 305 (2003).
Here, the judge conducted a plenary hearing to "resolve the conflicting
factual contentions on the threshold issue of whether plaintiff entered into an
enforceable arbitration agreement." She weighed the evidence presented, heard
testimony from plaintiff and Mazandarani, and made credibility determinations.
In denying the motion to compel arbitration, the judge found no mutual
assent in the execution of the Agreement. Based on the unrefuted testimony, the
judge concluded defendants, either by fraud or imposition, caused plaintiff to
sign the Agreement. Further, despite the word "mutual" in the title of the
Agreement, the judge held the absence of defendants' signature was a significant
factor in finding the document did not represent a mutual agreement between
the parties. In addition, the judge found no evidence that plaintiff was afforded
an opportunity to review the Agreement prior to signing despite language in the
Agreement granting her an opportunity to review the Agreement with counsel.
The judge concluded "the evidence [did] not support defendants' contention that
[plaintiff] chose to arbitrate with an explicit, affirmative and unmistakable
intention that she was expressly giving up her established right to bring an action
in court in favor of arbitration."
Based on our review of the record developed during the plenary hearing,
the absence of the conclusive presumption of assent, defendants' failure to
present any contradictory evidence, and the judge's credibility findings, we are
satisfied the circumstances surrounding plaintiff's execution of the Agreement
did not present a clear expression of an explicit and voluntary agreement to
forego the court system and be bound by arbitration.
Because we affirm the January 2, 2020 order, we need not address the
earlier orders on appeal.