[Cite as Bauer v. River City Mtge., L.L.C., 2023-Ohio-3443.]

IN THE COURT OF APPEALS

FIRST APPELLATE DISTRICT OF OHIO

HAMILTON COUNTY, OHIO

ALYSSA BAUER,

 Plaintiff-Appellant,

 vs.

RIVER CITY MORTGAGE, LLC,

 and

NICHOLAS A. HUNTER,

 Defendants-Appellees.

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APPEAL NO. C-230001

TRIAL NO. A-2203082

 O P I N I O N.

Civil Appeal From: Hamilton County Court of Common Pleas 

Judgment Appealed From Is: Reversed and Cause Remanded 

Date of Judgment Entry on Appeal: September 27, 2023

Haber LLP, Richard C. Haber, Lindsey K. Self and Natalie D. Davis, for PlaintiffAppellant,

Owens and Yurik LLC and Timothy J. Owens, for Defendants-Appellees.
OHIO FIRST DISTRICT COURT OF APPEALS

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KINSLEY, Judge.

{¶1} Plaintiff-appellant Alyssa Bauer appeals from the trial court’s decision 

granting defendants-appellees River City Mortgage, LLC, and Nicholas A. Hunter’s

(together “River City”) motion to dismiss or stay proceedings and compel arbitration. 

Bauer argues that the employee manual she reviewed and signed as a condition of her 

employment with River City was not a binding contract, and she therefore cannot be 

compelled to arbitrate based on language contained in the manual. We agree. Because 

the employee manual contained a broad disclaimer of contractual obligations, there 

was no mutual assent. Accordingly, given that the employee manual was not a binding 

contract, Bauer’s assignment of error is sustained, the judgment of the trial court is 

reversed, and this cause is remanded to the trial court for further proceedings.

Factual and Procedural Background

{¶2} Bauer was employed by River City as an administrative assistant. As a 

condition of her employment, Bauer reviewed River City’s employee manual and 

signed the accompanying acknowledgement form. Among other policies, the 

employee manual contained an arbitration and choice-of-law provision, which 

required the parties to arbitrate rather than litigate their disputes. The following 

portions of the acknowledgement form that Bauer signed are also relevant to this 

appeal: 

This Employee Manual has been prepared for your understanding of the 

policies, practices and benefits of River City Mortgage. It is important 

to read this entire Manual. We reserve the right to make changes 

at any time without notice and to interpret these policies and 
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procedures at the discretion of our Company. This Employee 

Manual supersedes all prior manuals and previously-issued policies.

* * *

You acknowledge that this Manual is not intended to create, 

nor shall be construed as creating, any express or implied contract of 

employment for a definite or specific period of time, between you and 

Company or to otherwise create express or implied legally 

enforceable contractual obligations on the part of Company 

concerning any terms, conditions, or privileges of 

employment.

(Emphasis added.)

{¶3} In her complaint, Bauer alleged that she was eventually promoted to the 

position of executive assistant and reported directly to Hunter. She further alleged 

that she was subjected to repeated discrimination and harassment by Hunter and that 

River City’s human resources representative was aware of this inappropriate behavior 

by Hunter but did not intervene. Bauer was eventually discharged from her 

employment with River City. 

{¶4} River City moved to dismiss or stay proceedings and compel arbitration. 

They asserted that the employee manual that Bauer reviewed and the accompanying 

acknowledgement form that she signed prior to her employment contained a 

mandatory arbitration policy which encompassed her claims against them. They 

further argued that either dismissal or a stay of proceedings was necessary, because 

the employee manual was a binding contract. Because the trial court found that Bauer 

had expressly agreed to arbitrate disputes with River City by signing the 
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acknowledgement form that accompanied the employee manual, it granted 

defendants’ motion and stayed proceedings pending arbitration. 

{¶5} Bauer now appeals.

Employee Handbooks as Implied Contracts

{¶6} In her sole assignment of error, Bauer argues the trial court erred in 

granting defendants’ motion to dismiss or stay proceedings and compel arbitration. 

Bauer asserts that neither the employee manual nor the arbitration provision in the 

employee manual constitutes a binding contract. 

{¶7} “Whether a controversy is arbitrable under a contract requires the 

court to invoke principles of contract interpretation, and thus presents a question of 

law, which we review de novo.” Rippe & Kingston Co. PSC v. Kruse, 1st Dist. Hamilton 

No. C-130587, 2014-Ohio-2428, ¶ 20. The essential elements of contract formation

are required to compel arbitration. Id. We summarized the requirements of contract 

formation in Deffren v. Johnson:

A contract is generally defined as a promise, or a set of promises, 

actionable upon breach. And the essential elements of a contract 

include an offer, acceptance, contractual capacity, consideration, a 

manifestation of mutual assent and legality of object and of 

consideration. A meeting of the minds as to the essential terms of the 

contract is a requirement to enforcing the contract.

(Internal quotation marks and citations omitted.) Deffren v. Johnson, 2021-Ohio-817, 

169 N.E.3d 270, ¶ 16 (1st Dist.). 

{¶8} And in Smiddy v. Kinko’s, Inc., we explained implied contracts in the 

context of employee handbooks:
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Under a theory of implied contract, the terms of employee handbooks, 

policy manuals, and the like may alter the initial at-will nature of the 

employment. In order to have this effect, however, both parties must 

have intended for the language in handbooks or manuals to be legally 

binding. In other words, the employee’s belief that the handbook 

affords him contractual rights does not mean that it does unless the 

employer intends it do so. As in all contracts, express or implied, both 

parties must intend to be bound. Absent mutual assent, a handbook 

becomes merely a unilateral statement of rules and policies which create 

no obligation and rights. 

(Internal quotation marks and citations omitted.) Smiddy v. Kinko’s, Inc., 1st Dist. 

Hamilton No. C-020222, 2003-Ohio-446, ¶ 20. 

{¶9} In Deffren, we further explained that “an employee handbook cannot 

form the basis of an implied contract unless both parties intended for the language in 

handbooks or manuals to be legally binding.” (Internal quotation marks and citations 

omitted.) Deffren at ¶ 19. There, we held that the employee handbook at issue did not 

create contractual obligations, because it expressly disavowed any binding force, 

reserved the right for modification at any time unilaterally by the employer, and 

specified that employees were at-will employees. Id. at ¶ 20.

{¶10} Similarly, in Redmond v. Big Sandy Furniture, Inc., the court held the 

arbitration agreement was unenforceable where it gave “almost unfettered authority 

upon [the employer] to modify or terminate the arbitration clause.” Redmond v. Big 

Sandy Furniture, Inc., 4th Dist. Lawrence No. 08AC12, 2008-Ohio-6084, ¶ 13

(collecting cases). And in Miller v. Lindsay-Green Inc., the court reached the same 
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conclusion, despite the employee’s execution of an acknowledgment form. Miller v. 

Lindsay-Green, Inc., 10th Dist. Franklin No. 04AP-848, 2005-Ohio-6366, ¶ 67-68. 

This was because the court reasoned that the acknowledgement form was nothing 

more than a written memorialization of the employee’s receipt of the handbook. Id. 

at ¶ 64. 

{¶11} Conversely, in Cunningham-Malhoit v. Salomon Smith Barney, Inc., a 

case upon which River City heavily relies, the court held that two employee handbook 

receipt forms constituted agreements to arbitrate. Cunningham-Malhoit v. Salomon 

Smith Barney, Inc., 6th Dist. Lucas No. L-02-1277, 2003-Ohio-2795, ¶ 19. In one of 

the employee handbook receipt forms, the employee explicitly “agreed that she would 

be bound by [the employer’s] Principles of Employment, which include[ed] a 

predispute, employment arbitration provision as a part of her employment.” (Internal 

quotation marks omitted.) Id. at ¶ 17. Because this language evidenced an enforceable 

contract, the court held the employee had “clearly agreed to submit all employment 

disputes to arbitration.” Id. at ¶ 19. 

{¶12} Likewise, in Corl v. Thomas & King, the court held that because the 

employee signed a policy acknowledgment form that specified that she agreed to 

binding arbitration as the sole and exclusive method of resolving employment 

disputes, the contract would be enforced as written. Corl v. Thomas & King, 10th Dist. 

Franklin No. 05AP-1128, 2006-Ohio-2956, ¶ 18, 27. The court noted that where “both 

parties agree to take certain disputes to arbitration and to be bound by the outcome, 

sufficient consideration exists.” Id. at ¶ 20.

{¶13} Here, unlike the acknowledgement forms in Cunningham and Corl, the 

acknowledgment form that Bauer signed did not make specific reference to 
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arbitration. Though Bauer agreed to comply with the policies in the employee manual 

and be bound by them, the acknowledgement form she signed also clearly and 

unequivocally disavowed any binding force. The acknowledgment form stated that the 

employee manual was “not intended to create, nor shall be construed as creating any 

express or implied contract of employment * * * or to otherwise create express or 

implied legally enforceable contractual obligations on the part of [River City].” 

{¶14} Further, the acknowledgement form provided River City with 

“unfettered authority” to modify the employee manual without any notice to Bauer. 

See Redmond, 4th Dist. Lawrence No. 08AC12, 2008-Ohio-6084, at ¶ 13. Many courts 

have “found that permitting an employer to unilaterally amend or terminate an 

arbitration agreement without notice renders the agreement illusory.” Id. at ¶ 13-14

(collecting cases). Because the acknowledgement form disavowed any binding force 

and provided River City with the authority to amend the employee manual at any time 

without notice to Bauer, we hold there was no meeting of the minds here. And absent 

mutual assent, the employee handbook was merely a unilateral statement of rules and 

policies which did not create any contractual obligation and rights. See Smiddy, 1st 

Dist. Hamilton No. C-020222, 2003-Ohio-446, at ¶ 20. 

{¶15} Defendants rely heavily on Ohio’s strong policy favoring arbitration to 

argue the employee manual was a binding contract. But this policy is not triggered 

when a broad disclaimer of contractual obligations indicates the parties never agreed 

to arbitrate. Further, the presumption in favor of arbitration is useful in resolving

ambiguities in the language of an arbitration provision. Rippe & Kingston Co. PSC, 

1st Dist. Hamilton No. C-130587, 2014-Ohio-2428, at ¶ 20. But here, no such 

ambiguities exist, as the acknowledgement form clearly and unequivocally disclaims 
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any contractual obligations. Defendants’ reliance on Ohio’s strong policy favoring 

arbitration is therefore misplaced. 

{¶16} Bauer also contends the arbitration provision is not an enforceable 

contract on its own. But because the arbitration provision is incorporated in the 

employee manual which we hold is not a binding contract, this contention is moot. 

{¶17} Therefore, because the employee manual did not constitute a binding 

contract, the trial court erred in granting defendants’ motion and staying proceedings 

pending arbitration. Bauer’s assignment of error is sustained, the judgment of the trial 

court is reversed, and the matter is remanded to the trial court for further proceedings.

Conclusion

{¶18} For the foregoing reasons, we hold that the trial court erred in granting 

defendants’ motion to dismiss or stay proceedings and compel arbitration. We sustain 

Bauer’s assignment of error, reverse the judgment of the trial court, and remand the 

cause to the trial court. 

Judgment reversed and cause remanded.

CROUSE, P.J., and BERGERON, J., concur.

Please note:

The court has recorded its own entry on the date of the release of this opinion.