1 RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Sixth Circuit I.O.P. 32.1(b) File Name: 16a0237p.06 

### UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

_________________

A LIX P ARTNERS , LLP, Plaintiff-Appellee ,

v

.

C HARLES B REWINGTON , Defendant-Appellant

. ┐ │ │ │ │ │ │ │ ┘ No. 16-1027

Appeal from the United St ates District Court for the Eastern District of Michigan at Detroit. No. 2:14-cv-14942—Gerald E. Rosen, District Judge. Decided and Filed: September 2, 2016 *
Before: MOORE, ROGERS, and SENTELLE, ** Circuit Judges.

_________________ COUNSEL

ON BRIEF: Steven E. Aldous, FORSHEY PROSTOK, LLP, Dallas, Texas, for Appellant. Jason C. Schwartz, David J. Debold, GI BSON, DUNN & CRUTCHER LLP, Washington, D.C., Karl G. Nelson, GIBSON, DUNN & CRUTCHE R LLP, Dallas, Texas, for Appellee.

_________________ OPINION

_________________ SENTELLE, Circuit Judge. Al ixPartners, LLP (“Alix”) hired Charles Brewington (“Brewington”), a resident of Texas, as a Talent Acquisitions Director in Alix’s Dallas office.

* This decision originally issued as an unpublished opinion filed on September 2, 2016. The court has now designated the opinion as one recommended for full-text publication.

** The Honorable David B. Sentelle, Senior Circuit Judge for United States Court of Appeals for the District of Columbia Circuit, sitting by designation. 

### >No. 16-1027 AlixPartners v. Brewington Page 2

After he was terminated by Alix, Brewington file d a demand for arbitration on behalf of himself and a purported class of current, former, and pote ntial Alix employees. Alix filed an action in the Eastern District of Michigan, seeking a decl aratory judgment that Brewington was precluded from pursuing claims in arbitration on behalf of any purported class. Brewington moved to dismiss Alix’s complaint for lack of personal ju risdiction under Federal Ru le of Civil Procedure 12(b)(2). The district court, fi nding that Brewington’s contacts with the State of Michigan were sufficient to establish personal jurisdiction, denied the motion. Alix filed a motion for summary judgment, arguing that the arbitr ation clause in Brewington’s employment agreement did not authorize him to pursue classwide arbitration. The district court granted Alix’s motion for summary judgment and enjoined Brewington from pur suing claims in arbitration on behalf of any absent individual or purpor ted class. For the reasons set forth below, we affirm.

I. BACKGROUND
Alix is a global consulting and business a dvisory firm with offices around the world, including one in Southfield, Mich igan. Alix’s Michigan office processes and administers payroll and benefits for employees in th e United States and is directly involved in the hiring of new personnel in the United States. In early 2013, Alix hired Brewingt on, a Texas resident, to serve as a Talent Acquisitions Director and a member of Alix’s Corporate Services team in its Dallas, Texas office. The employment agreement contains two provisions relevant to this case. First, the agreement provides that it “will be construed and interpreted in accordance with the laws of the State of Michigan.” Second, it cont ains the following arbitration clause:
Except for any action by the Company s eeking any injunctive relief or other equitable relief against you, any dispute arising out of or in connection with any aspect of this Agreement and/or any term ination of employment thereunder . . ., shall be exclusively subject to binding arbitration under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”), provided all substantive rights and remedies including any applicable damages provided under any pertinent statute( s) related to such claims . . . shall be available in the AAA forum. Any decision of the arbitrator shall be final and binding as to both parties, and enfo rceable by any court of competent jurisdiction. . . . In March 2014, Brewington was terminated. He responded by filing a demand for arbitration with the AAA, asserting claims unde r Title VII of the Civ il Rights Act of 1964,No. 16-1027 AlixPartners v. Brewington Page 3

42 U.S.C. §§ 2000e et seq. Brewington filed the demand not only on behalf of himself, but also on behalf of a purported nationwide class of cu rrent, former, and potential Alix employees. Alix responded by filing an action in the United St ates District Court for the Eastern District of Michigan under the Declaratory Judgment Ac t, 28 U.S.C. §§ 2201–2202, seeking a declaration that Brewington was precluded from pursuing clai ms in arbitration on behalf of any purported
class or absent individuals.
Brewington moved to dismiss A lix’s action, pursuant to Federa l Rule of Civil Procedure 12(b)(2), for lack of personal jurisdiction. Alix responded by submitting d eclarations and record evidence concerning Brewington’s contacts with Michigan. The record shows that, although Brewington lives in Texas, A lix’s Michigan-based personnel were involved in his hiring. As part of the candidate evaluation process, for example, Brewington communicated with Dr. Leslie Evola, an on-staff psychologist in the Mi chigan office, and completed a personality and skills assessment that was reviewed by Dr. Evola. After Alix extended an offer to Brewington,
Alix’s Director of Human Resour ces signed the proposed agreement in Michigan and sent it to Brewington in Texas to be signed and returne d. Brewington sent the completed agreement, which included the Michigan choice-of-law provisi on, back to Alix’s Michig an office. In late April 2013, Brewington travelled to Alix’s Michig an office to attend a mandatory orientation program before beginning his fu ll-time work in Texas.
While working in Dallas, Brewington maintain ed a substantial conne ction with Alix’s Michigan office. As a member of the Talent Acquisition Team, Brewington was responsible for recruiting candidates for Alix’s Financial Advi sory Services (“FAS”) group, which required him to communicate directly with Alix’s Michigan-b ased personnel. He worked directly with Patricia Diefenbacher, Alix’s Director of Tale nt Management for FAS, who was based in the Michigan office. According to Diefenb acher, she had numerous email and telephone communications with Brewington concerning candidates and av ailable positions in the FAS group. On at least one occasion, Brewington worked with Ray Kantor, an Internal Audit Director based in the Michigan office, to recruit and network with Michigan candidates for
Alix’s “Detroit Internal Audit Manager” position.No. 16-1027 AlixPartners v. Brewington Page 4

Based on these facts, the district court denied Brewington’s motion to dismiss. AlixPartners, LLP v. Brewington , 133 F. Supp. 3d 947 (E.D. Mich. 2015). Relying on “factually similar cases,” the district court found that Br ewington “established conn ections with Michigan
and availed himself of the forum.” Id. at 957–58. The district court emphasized: (1) Brewington’s “semi-regular” email and telephone contact with his supervisors in Michigan; (2) the agreement’s Michigan choice-of-law provisi on; (3) Brewington’s visit to Michigan for an orientation session; and (4) Brewington’s work in recruiting Michigan candidates to fill positions in the Michigan office. 1 Id. at 958. The district c ourt also determined that the cause of action had a “‘substantial connection’” with Brewington’s in-state activities, id. at 959 (quoting S. Mach. Co. v. Mohasco Indus., Inc. , 401 F.2d 374, 384 (6th Cir. 1968)), and concluded that the forum was “a reasonable one” for Brewington, “given that the contract was formed, and partly carried out, in Michigan,” id. at 960.
While the motion to dismiss was pending, Alix filed its motion for summary judgment. Relying on our decision in Reed Elsevier, Inc. ex rel. LexisNexis Division v. Crockett , 734 F.3d 594 (6th Cir. 2013), Alix argued that Brewington’s arbitration agreement did not authorize him to pursue arbitration on be half of a class. In Reed Elsevier , we held that “ the question whether an arbitration agreement permits classwide arbitra tion is a gateway matter, which is reserved ‘for judicial determination unless the parties clearly and unmistakabl y provide otherwise. ’” Id. at 599 (quoting Howsam v. Dean Witter Reynolds, Inc. , 537 U.S. 79, 83 (2002)). The district court granted Alix’s motion. AlixPartners, LLP v. Brewington , No. 14-CV-14942, 2015 WL 8538089 (E.D. Mich. Dec. 10, 2015). The district court f ound that the arbitration clause did not “clearly and unmistakably” provide that class arbitrab ility was a question left for the arbitrator, id. at *4– 5, and after finding no “mater ial distinction” between Reed Elsevier and the instant case, the district court granted Alix’s motion and enjo ined Brewington from “pursuing claims in

1 The district court also foun d that the fact that Brew ington “sent and received e- mails contained on servers located entirely in Mich igan” supported the conclusion that Brewington had sufficient minimum contacts with the forum. AlixPartners , 133 F. Supp. 3d at 958. Brewington may not be haled into court in Michigan based on Alix’s unilateral activity. Burger King Corp. v. Rudzewicz , 471 U.S. 462, 475 (1985). Therefore, Alix’s decision to store its emails on servers located in Michigan, without more, does not support the exercise of personal jurisdiction over Brewington.No. 16-1027 AlixPartners v. Brewington Page 5

arbitration on behalf of any abse nt individual or purported class ar ising out of the events giving
rise to this suit . . . .” Id. at *5–6. This appeal followed.
We have jurisdiction purs uant to 28 U.S.C. § 1291.

II. DISCUSSION

We review de novo both the district court’s denial of Brewington’s motion to dismiss for lack of persona l jurisdiction, Air Prods. & Controls, Inc. v. Safetech Int’l, Inc. , 503 F.3d 544, 549 (6th Cir. 2007), and the dist rict court’s grant of Alix’s motion for summary judgment, Reed
Elsevier , 734 F.3d at 596–97 (citing Grden v. Leikin Ingber & Winters PC , 643 F.3d 169, 171 (6th Cir. 2011)).

A.
The plaintiff bears the burden of establishi ng the existence of personal jurisdiction.
Serras v. First Tenn. Bank Nat’l Ass’n , 875 F.2d 1212, 1214 (6th Cir. 1989) (citations omitted). When the district court resolves a Rule 12( b)(2) motion solely on written submissions, the plaintiff’s burden is “relatively slight,” and “the plaintiff must make only a prima facie showing that personal jurisdiction exists in order to defeat dismissal[.]” Air Prods. , 503 F.3d at 549 (citations and quotation marks omitted). The plaintiff meets this burden by setting forth “specific facts showing that the court has jurisdiction.” Serras , 875 F.2d at 1214 (citation and quotation marks omitted). “[T]he pleadings and affidavits submitted must be viewed in a light most favorable to the plaintiff, and the dist rict court should not we igh ‘the controverting assertions of the party seeking dismissal.’” Air Prods. , 503 F.3d at 549 (quoting Theunissen v.
Matthews , 935 F.2d 1454, 1459 (6th Cir. 1991) )

. When a federal court’s subject-matter jurisd iction is based on a federal question, the court’s exercise of personal jurisdiction must be both authorized by th e forum State’s long-arm
statute and in accordance with the Due Proces s Clause of the Fourteenth Amendment. Bird v.
Parsons , 289 F.3d 865, 871 (6th Cir. 2002) (quoting Mich. Coalition of Radioactive Material Users, Inc. v. Griepentrog , 954 F.2d 1174, 1176 (6th Cir. 1992) ). Michigan’s long-arm statute allows a court to exercise “g eneral” personal jurisdiction, Mic h. Comp. Laws § 600.701, as wellNo. 16-1027 AlixPartners v. Brewington Page 6

as “limited” personal jurisdiction, id. § 600.705. Here, Alix alleges that limited jurisdiction exists pursuant to § 600.705(1), which allows a court to exercise jurisdiction over a nonresident for claims “arising out of an act” which constitute s “[t]he transaction of any business within the state.” Section 600.715(1) is satisfied by “‘th e slightest act of business in Michigan,’” Neogen Corp. v. Neo Gen Screening, Inc. , 282 F.3d 883, 888 (6th Cir. 2002) (quoting Lanier v. Am. Bd. of Endodontics , 843 F.2d 901, 906 (6th Cir. 1988)), and Brewington does not appear to contest
that his conduct falls within the statute. More over, Michigan’s long-arm statute “extends to the limits imposed by federal constitutional due pro cess requirements and thus, the two questions
become one.” Mich. Coalition , 954 F.2d at 1176 (citing Chandler v. Barclays Bank PLC , 898 F.2d 1148, 1150–51 (6th Cir. 1990)). We must ther efore determine whether the exercise of personal jurisdiction over Brewington compor ts with constitutional due process.
“The Due Process Clause of the Fourteenth Amendment constrains a State’s authority to
bind a nonresident defendant to a judgment of its courts.” Walden v. Fiore , 134 S. Ct. 1115, 1121 (2014) (citing World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 291 (1980)). For a nonresident defendant to be subj ect to personal juri sdiction, he must have “certain minimum contacts [with the forum State] such that the maintenance of the suit does not offend traditional notions of fair play a nd substantial justice.” Id. (citations, quotation marks, and ellipsis omitted). As noted, Alix asserts that limited, or specific, ju risdiction is present. Therefore, focusing on “the relationship among the defendant , the forum, and the litigation,” id. (citations and quotation marks omitted); see also Burger King Corp. v. Rudzewicz , 471 U.S. 462, 472–73 (1985), we employ a three-part test to determine whethe r the exercise of pe rsonal jurisdiction over Brewington comports with c onstitutional due process:
First, the defendant must purposefully avail himself of the privilege of acting in the forum state or causing a consequence in the forum state. Second, the cause of action must arise from the defendant’s acti vities there. Finally, the acts of the defendant or consequences caused by th e defendant must have a substantial enough connection with the forum state to make the exercise of jurisdiction over the defendant reasonable.

Air Prods. , 503 F.3d at 550 (emphasis added) (quoting Mohasco , 401 F.2d at 381).No. 16-1027 AlixPartners v. Brewington Page 7

1.
Brewington argues that the purposef ul availment test is not met. “Purposeful availment” is “the constitutional touchstone of personal juri sdiction,” and it exists “where the defendant’s contacts with the forum state proximatel y result from actions by the defendant himself that create
a substantial connection with the forum State . . . and where the defe ndant’s conduct and
connection with the forum are such that he s hould reasonably anticipate being haled into court
there.” Neogen , 282 F.3d at 889 (citations and quotation marks omitted). “This purposeful availment requirement ensures that a defendant w ill not be haled into a jurisdiction solely as a result of random, fortuitous, or attenuated contact s, . . . or of the unilateral activity of another party or a third person[.]” Burger King , 471 U.S. at 475 (citations and quotation marks omitted). Thus, a nonresident who deliberately engages in “s ignificant activities within a State” or creates “continuing obligations between himself and resident s of the forum” satisfies this requirement.
Id. at 475–76 (citations and quotation marks omitted).
Alix alleges that Brewington purposefully av ailed himself of Michigan by: (1) pursuing employment through email and telephone communica tions with personnel in Alix’s Michigan office; (2) signing an employment agreement with a Michigan choice-of-law provision and returning it to Alix’s Michigan office; (3) attending a mandatory orientation sessi on in Michigan; (4) communicating with his Michigan-based supe rvisors over the course of his employment; and (5) recruiting Michigan candidate s for a position in Alix’s Michigan office. Viewing the evidence in the light most favorable to Alix, we conclude that Alix has made the required prima facie showing. See Air Prods. , 503 F.3d at 549; Neogen , 282 F.3d at 887.
Despite the fact that Alix is not headquart ered in Michigan, a number of the company’s business and personnel departments, including Human Resources, Benefits, and Payroll, are housed in its Michigan office. Accordingly, Br ewington secured employment with Alix through the company’s Michigan office and attended the mandatory orientation se ssion in Michigan. Furthermore, Brewington’s duties required him to report to and conduct business with his Michigan-based colleagues throughout his employme nt with Alix. In ad dition to his connection with Alix’s Michigan-based personnel, the re cord shows that Brewington’s official duties included recruiting Michigan candidates to fill j ob openings in Michigan. Because BrewingtonNo. 16-1027 AlixPartners v. Brewington Page 8

accepted a job in which his duties were purposefu lly aimed at, and tied to, Michigan and its residents, Michigan was, at least in part, the focus of Brewington’s empl oyment and the parties’ relationship. Compare Lanier , 843 F.2d at 911 (holding that pers onal jurisdiction existed where “the real object” of nonresiden t’s contacts was to have “ongoi ng, far-reaching consequences” in the forum State), with Kerry Steel, Inc. v. Paragon Indus., Inc. , 106 F.3d 147, 151 (6th Cir. 1997) (holding that plaintiff failed to make prima facie showing where it “alleged no facts connecting either the subject matter of the contract or its pe rformance to the State of Michigan”). The fact that Brewington voluntarily executed an employme nt agreement with a Michigan choice-of-law provision reinforces the conclusion that he “deliber ate[ly] affiliate[ed]” himself with the forum. Burger King , 471 U.S. at 480–82; see also LAK, Inc. v. Deer Creek Enters. , 885 F.2d 1293, 1295 (6th Cir. 1989).

The facts of this case establ ish that Brewington knowingly “c reated a connection” with Alix’s Michigan office that was “intended to be ongoing in nature,” as opposed to “a ‘one-shot
affair.’” See CompuServe, Inc. v. Patterson , 89 F.3d 1257, 1263–65 (6th Cir. 1996) (quoting
Mohasco , 401 F.2d at 385). Accordingly, his cont acts with Michigan are not “random, fortuitous, or attenuated, but are the result of deliberate conduct that amounts to purposeful
availment.” Air Prods. , 503 F.3d at 551 (quotation marks omitted); see also Burger King , 471 U.S. at 480–81 (concluding that nonresident’s “continuous course of direct communications” with plaintiff in Florida confirmed that nonresiden t “knew that he was affiliating himself with an enterprise based primarily in Florida”); Kelly Servs. v. Eidnes , 530 F. Supp. 2d 940, 947 (E.D. Mich. 2008) (finding that nonresident’s “semi-regular contact with Michigan-based supervisors during the course of her employment” s upported finding of purposeful availment).
Brewington’s reliance on Aysling, L.L.C. v. Mejia , No. 13-13027, 2014 WL 545816 (E.D. Mich. Feb. 11, 2014), and Calphalon Corp. v. Rowlette , 228 F.3d 718 (6th Cir. 2000), is misplaced. For the reasons identified by the dist rict court, we find that there are “several distinctions that limit the applicability of [ Aysling ] here.” See AlixPartners , 133 F. Supp. 3d at
958 n.7. In Calphalon , unlike the instant case, the quality of the parties’ relationship revealed
that the nonresident defendant’s contacts with the forum State were “purely ‘fortuitous’ and
‘attenuated.’” 228 F.3d at 722. No tably, the parties’ relationship “centered” on the defendant’sNo. 16-1027 AlixPartners v. Brewington Page 9

work outside the forum State and the defendant’s communications and phys ical visits to the forum “occurred solely because [the plaintiff] c hose to be headquartered in [the forum], not because [the defendant] sought to further its bu siness and create ‘con tinuous and substantial’ consequences there.” Id. at 723. Based on the fact that the defenda nt “did not make a deliberate affiliation with th[e] state nor could [it] reas onably foresee possible litigation there,” the agreement’s Ohio choice-of-la w provision was not decisive. Id. In contrast, Brewington’s contacts with Michigan are not purely fortu itous and attenuated. He made a deliberate
connection with the forum State and its resident s that was centered in part on his work in Michigan. Moreover, the Michigan choice-o f-law provision in Br ewington’s employment agreement, when combined with his relationship with Alix’s Michigan office, “reinforce[s] his
deliberate affiliation with the forum State . . . .” Burger King , 471 U.S. at 482.
Brewington’s primary argument is that, in light of the fact that Alix is not a Michigan resident, the Court must determine whether Alix’s connection with Michigan is sufficient for Brewington to have anticipated be ing haled into court there. Brewington’s argument misses the mark. The minimum contacts analysis focuses on “the defendant’s contacts with the forum State itself, not the defendant’s contacts with persons who reside there.” Walden , 134 S. Ct. at 1122 (citations omitted). Thus, the “plaintiff’s residence in the forum State is not a separate requirement, and lack of reside nce will not defeat jurisdicti on established on the basis of
defendant’s contacts.” Keeton v. Hustler Magazine, Inc. , 465 U.S. 770, 780 (1984); see also
Walden , 134 S. Ct. at 1124–25 (noting th at the plaintiff’s contacts with the defendant and the forum cannot “drive the jurisdictional analysis”) . We agree with the district court that “[r]egardless of [Alix’s] status as a forum resident, [Brewington’s] actions established connections with Michigan,” AlixPartners , 133 F. Supp. 3d at 959, and therefore, Alix’s purported “lack of ‘contacts’” with Michig an “will not defeat . . . jurisdiction,” Calder v. Jones , 465 U.S. 783, 788 (1984) (citing Keeton , 465 U.S. at 779–81).

2.

We next consider whether Alix’s action arises from Brewingt on’s contacts with Michigan. “We have articulated the standard fo r this prong in a number of different ways, such as whether the causes of action were made possi ble by or lie in the wake of the defendant’sNo. 16-1027 AlixPartners v. Brewington Page 10

contacts, or whether the causes of action are related to or connected with the defendant’s contacts with the forum state[.]” Air Prods. , 503 F.3d at 553 (citations and internal quotation marks omitted). It is clear, however, that this is a “‘lenient standard’” and “the cause of action need not ‘formally’ arise from defendant’s contacts.” Id. (quoting Bird , 289 F.3d at 875). At a minimum,
this factor is satisfied if “‘th e cause of action, of whatever t ype, ha[s] a substa ntial connection
with the defendant’s in-state activities.’” Bird , 289 F.3d at 875 (quoting Third Nat’l Bank v. Wedge Grp., Inc. , 882 F.2d 1087, 1091 (6th Cir. 1989)).
Alix brought a declaratory judgment action seek ing to determine the parties’ rights under Brewington’s employment agreem ent, which, as explained a bove, was centered in part on Brewington’s activities in Michigan. Prior to and during his employment , Brewington frequently
communicated with Alix’s Mich igan-based personne l concerning the negotiation, execution, and performance of the agreement. Pursuant to that agreement, which contains a Michigan choice-of-law provision, Brewingt on agreed to resolve “any dis pute” through arbitration, and the scope of that arbitration clause is at issue in the instant action. “Especially given that this prong is a ‘lenient standard,’ that the cause of act ion need not ‘formally’ ar ise from [Brewington’s] contacts, and that [Alix] need only make a prima facie showing of jurisdiction under the procedural posture of this case, this prong is satisfied in this case.” Air Prods. , 503 F.3d at 554.

3.
The final requirement is “whether exerci sing personal jurisdiction over [Brewington] would be reasonable, i.e., whether it would com port with traditional notions of fair play and substantial justice.” CompuServe , 89 F.3d at 1267–68 (citations and internal quotation marks omitted). Where, as here, “the first two criteria are met . . . only the unusual case will not meet
this third criterion.” Theunissen , 935 F.2d at 1461) (citations and quotation marks omitted). In analyzing this requirement, we consider a number of factors, including: “(1) the burden on the defendant; (2) the interest of the forum state; (3) the plaintiff’s interest in obtaining relief; and (4) other states’ interest in securing the most efficient resolution of the policy.” Air Prods. , 503 F.3d at 554–55 (citation omitted).No. 16-1027 AlixPartners v. Brewington Page 11

Brewington argues that it woul d be unreasonable to subject him to personal jurisdiction in Michigan because “the current dispute has only a tenuous connection with the State of Michigan.” As explained above, however, Brew ington deliberately affiliated himself with Michigan and its residents, and the fact that Brewington lives in Texas does not overcome the inference of reasonableness. See, e.g., Y oun v. Track, Inc., 324 F.3d 409, 420 (6th Cir. 2003) (“We have also upheld specific jurisdiction in cases where doing so forced the defendant to travel.”). “Because there is an inference of re asonableness when the first two Southern Machine prongs are satisfied, and because there are no considerations put forw ard by [Brewington] to overcome or contradict that inference, the ex ercise of jurisdiction is reasonable under the circumstances of this case.” Air Prods., 503 F .3d at 555; see also Alix Partners, 133 F. Supp. 3d at 960 (“While this Court may not be the most convenient forum for Defendant, it is a reasonable one given that the contract was formed, a nd partly carried out, in Michigan.”).
Finding that Brewington is subject to personal jurisdiction in Michigan, we next review the district court’s grant of A lix’s motion for summary judgment.

B.
Brewington concedes that our review of Alix’s motion for summary judgment is controlled by Reed Elsevier, Inc. ex rel. LexisNexis Division v. Crockett , in which we held that “the question whether an arbitration agreement permits classwide arbitration is a gateway matter, which is reserved for judicial determination unl ess the parties clearly a nd unmistakably provide otherwise.” 734 F.3d at 599 (cita tion and quotation marks omitted); see also Huffman v. Hilltop Cos., LLC , 747 F.3d 391, 398 (6th Cir. 2014).
Brewington argues that the broadly-worded arbitration clause in his employment agreement “clearly and unmistakably” establishes that the parties agreed to submit the question of whether the agreement permits classwide arbitration to the ar bitrator. But the arbitration
clause is “silent as to whether an arbitrator or a court should de termine the question of classwide arbitrability, meaning the determin ation lies with this court.” Huffman , 747 F.3d at 398 (citing
Reed Elsevier , 734 F.3d at 599). Given this silence, th e clause’s broad language covering “any dispute” is insufficient evidence that the par ties intended for the arbitrator to decide thisNo. 16-1027 AlixPartners v. Brewington Page 12

question, Reed Elsevier , 734 F.3d at 599, as is the inco rporation of the AAA’s rules, see Huffman , 747 F.3d at 393–94, 398; Reed Elsevier , 734 F.3d at 599-600. We must therefore decide whether the parties agreed to arbitrate. Reed Elsevier , 734 F.3d at 599 (citation omitted).

A n agreement must expressly include the possib ility of classwide arbitration for us to conclude that the parties agreed to it. Id. at 600; see also Huffman , 747 F.3d at 398–99. This arbitration clause is silent on the availability of classwide arbitration, and we may not presume from “mere silence” that the parties consented to it. See Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp. , 559 U.S. 662, 687 (2010). Further, the clause lim its its scope to claims “arising out of or in connection with any aspect of this Agreement ,” as opposed to other employees’ and/or potential employees’ agreements, and states that the arbitrator’s decision “shall be final and binding as to both parties .” The mere incorporation of the AAA’s rules is not sufficient evidence that the parties agreed to classwide arbitration. See Huffman , 747 F.3d at 393–94, 398– 99; Reed Elsevier , 734 F.3d at 599–600. We therefore conclude that the partie s’ arbitration
clause does not authorize clas swide arbitration, and hold that Brewington must proceed on an
individual basis.

III. CONCLUSION
For the foregoing reasons, the orders of the district court are affirmed.

So ordered.