Mary Kay Morrow began working for Hallmark in 1982. At the beginning of 2002, Hallmark adopted the “Hallmark Dispute Resolution Program,” which required, among other things, that claims against the company be resolved in binding arbitration rather than litigation. Hallmark assumed that employees who remained at Hallmark after the policy became effective were bound by the new company policy. Additionally, Hallmark reserved the right to modify the program at any time and excluded claims it brought from the arbitration requirement.
Fifteen months after the policy became effective, Hallmark terminated Morrow’s employment. Morrow filed a claim against Hallmark, claiming that she had not been fired for just cause but, rather, had been terminated because of age discrimination and retaliation resulting from her earlier complaints about company policies. In response to the suit, which was filed in the circuit court of Jackson County, Hallmark filed a motion to stay the litigation and compel arbitration in accordance with its Dispute Resolution Program. The court granted Hallmark’s motion.
After several additional failed attempts to get the circuit court to hear the case, Morrow proceeded with the only route she had left—arbitration. The arbitrator dismissed Morrow’s claims for lack of timeliness and ruled that the program constituted a valid contract and was not unconscionable. In yet another effort to have the case heard, Morrow went back to the trial court with a motion to vacate the arbitrator’s ruling.
The motion was denied. Morrow appealed the case to the Missouri Court of Appeals on the grounds that the Dispute Resolution Program did not constitute an enforceable contract.
1. By what standard would the courts determine whether a contract existed?
2. Did each party to the supposed contract make a valid promise that would support the existence of the contract?