United States Court of Appeals

For the First Circuit 

No. 18-1009 

GEORGE P. CONDURAGIS, 

Plaintiff, Appellee, 

v. 

PROSPECT CHARTERCARE, LLC, d/b/a CHARTERCARE HEALTH PARTNERS; 

PROSPECT CHARTERCARE PHYSICIANS, LLC, d/b/a CHARTERCARE MEDICAL 

ASSOCIATES, 

Defendants, Appellants. 

APPEAL FROM THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF RHODE ISLAND 

[Hon. John J. McConnell, U.S. District Judge] 

Before 

Howard, Chief Judge, 

Selya and Thompson, Circuit Judges. 

 Jillian S. Folger-Hartwell, with whom Alexsa A. Marino and 

Littler Mendelson, P.C. were on brief, for appellants. 

 Richard A. Sinapi, with whom Joshua D. Xavier and Sinapi Law 

Associates, LTD. were on brief, for appellee. 

November 30, 2018 
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THOMPSON, Circuit Judge. The facts giving rise to this 

case are familiar to the parties and reported in the district 

court's order. So a simple CliffNotes summary suffices for 

purposes of this opinion — an opinion that is a companion to our 

decision released today, Britto v. Prospect Chartercare, LLC, ___ 

F.3d ___ (1st Cir. 2018) [No. 18-1009], knowledge of which is 

assumed. 

Plaintiff sued Defendants in federal court, basically 

alleging that they fired him in violation of the Family Medical 

Leave Act and the Rhode Island Parental and Family Medical Leave 

Act. Defendants later asked the district court to dismiss the 

case and compel arbitration based on the parties' signed 

arbitration agreement. Concluding, however, that the agreement 

failed for lack of consideration, the court denied the motion. 

According to the district court, the parties' mutual 

promise to arbitrate constituted insufficient consideration to 

support the arbitration agreement, because Defendants reserved the 

right in an offer letter to change Plaintiff's employment terms, 

like submitting disputes to arbitration, at any time — 

circumstances, the court said, that made Defendants' promise to 

arbitrate illusory. The district court also concluded that 

Defendants' offer to keep Plaintiff on as an at-will employee, 

made at the time of the agreement's signing, constituted 
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insufficient consideration as well — a conclusion, the court added, 

driven by a Rhode Island trial court opinion, D. Miguel & Son Co. 

v. Barbosa, No. C.A. 84-3186, 1985 WL 663146 (R.I. Super. Ct. Mar. 

11, 1985).1

Defendants now appeal. And we review de novo. See, 

e.g., Nat'l Fed'n of the Blind v. Container Store, Inc., 904 F.3d 

70, 78 (1st Cir. 2018). Without deciding whether Defendants' 

rights reservation made their arbitration promise illusory and 

thus inadequate consideration, we hold that their offer of 

continued at-will employment is valid consideration for the 

agreement, given a Rhode Island Supreme Court opinion, Oken v. 

Nat'l Chain Co., 424 A.2d 234 (R.I. 1981) — a holding compelled by 

our Britto decision, ___ F.3d at ___ [slip op. at 15-16]. Just as 

it did for the Britto plaintiff, Oken rejects the very arguments 

Plaintiff briefed to us here. And there is no reason to repeat in 

these pages what we wrote in Britto.2

 1 All agree that Rhode Island contract law controls whether a 

valid arbitration agreement exists here. 

2 It is worth mentioning — because nothing like this happened 

in Britto — that at oral argument Plaintiff for the first time 

suggested that if Oken remains "good law," it is only for the 

notion that at-will employment is adequate consideration for 

modified commission agreements — in other words, Oken's holding 

about at-will employment does not apply to any other type of 

agreement, at least in Plaintiff's mind. Putting aside that we 

see nothing overruling Oken or forbidding its application to 

arbitration agreements more broadly, we fall back on the familiar 

rule that, "except in extraordinary circumstances, arguments not 
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A couple of loose ends remain to be tied up, however, 

and we are done. 

First, Plaintiff moved in this court to supplement the 

record with pages from an employee handbook that he says 

"reinforces" his and the district court's view that Defendants 

"retained the right to change the terms and conditions of [his] 

employment at any time, including the [a]rbitration [a]greement." 

Because consideration of the handbook would make no difference to 

the result we just reached, we deny the motion. See Riley v. 

Rivers, 710 F. App'x 503, 504 (2d Cir. 2018) (summary order). 

Second, in the conclusion section of his brief, 

Plaintiff suggests for the first time that the arbitration 

agreement is "procedural[ly] unconscionabl[e]" and therefore 

unenforceable because of the circumstances surrounding the 

agreement's signing, at least as he "recalls" the circumstances. 

And he asks us to remand "for limited discovery" so he can flesh 

out his recollection, which would then allow the district court to 

resolve "the issue of procedural unconscionability." Not only 

does he fail to give us a legal basis for how we can order discovery 

 

raised in a party's initial brief and instead raised for the first 

time at oral argument are considered waived." United States v. 

Pulido, 566 F.3d 52, 60 n.4 (1st Cir. 2009) (quoting United States 

v. Giggey, 551 F.3d 27, 36–37 (1st Cir. 2008)). And Plaintiff 

offered no reason to think this case warrants an exception to that 

general rule. 
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in the circumstances of this case, he also does not explain how — 

in addition to being procedurally unconscionable — the agreement 

is substantively unconscionable. See Britto, ___ F.3d at ___ [slip 

op. at 19] (noting that Rhode Island law holds "a contract is 

unenforceable if it is both procedurally and substantively 

unconscionable"). And so we deem the argument waived. See Town 

of Norwood v. Fed. Energy Regulatory Comm'n, 202 F.3d 392, 405 

(1st Cir. 2000) (stressing that "developing a sustained argument 

out of . . . legal precedents" is a litigant's job, not ours); see 

also Muñiz v. Rovira, 373 F.3d 1, 8 (1st Cir. 2004) (emphasizing 

that a party waives an argument by presenting it "to us in skeletal 

form, without citation to any pertinent authority"). 

The bottom line: We deny Plaintiff's motion to 

supplement, reverse the decision of the district court, and remand 

the case with instructions to grant Defendants' motion to dismiss 

and compel arbitration. Costs to Defendants. See Fed. R. App. P. 

39(a)(3).