United States Court of Appeals

For the Eighth Circuit 

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No. 21-3157

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Mary Triplet, as Guardian and Conservator of Margaret Triplet; Margaret Triplet

 Plaintiffs - Appellees

v.

Menard, Inc.; Barb Myers

 Defendants - Appellants

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Appeal from United States District Court 

for the District of South Dakota - Northern

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Submitted: May 12, 2022

Filed: July 29, 2022

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Before ERICKSON, STRAS, and KOBES, Circuit Judges. 

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KOBES, Circuit Judge.

Maggie Triplet sued Menard, Inc. and Barb Myers for employment 

discrimination and several state-law torts. Menard filed a motion to compel 

arbitration under a clause in Maggie’s employment agreement. The district court 

denied the motion, and Menard appealed. We vacate the district court’s order and 

remand for further proceedings consistent with this opinion.
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I. 

Maggie Triplet has severe autism, which makes it difficult for her to recognize 

social cues, resist influence from others, keep a job, and manage her personal affairs. 

In 2016, a South Dakota court appointed her mother, Mary Triplet, as her guardian 

and conservator. 

Because Maggie’s condition makes holding a job difficult, Mary arranged for 

a state-sponsored job coach to help Maggie. The coach took Maggie to a job fair at 

a Menards1 store in Watertown. The coach explained her role and asked Menards 

employees to let her help Maggie with her application and interview. They refused, 

so Maggie filled out the application and did the interview by herself, and Menard 

hired Maggie as a cashier. During the store’s job orientation, Maggie’s coach again 

asked to help Maggie. But Menard refused, and Maggie went alone. At the 

orientation, Maggie signed an employment agreement that included an arbitration 

clause. She had no opportunity to show the agreement to her coach or Mary for 

review. 

Menard did not allow Maggie’s coach to assist her when working. Maggie 

struggled to meet expectations as a cashier, so the store transferred her to the garden 

department. But she had trouble acclimating to that position as well. Maggie’s 

workplace problems came to a head one day when she became overstimulated, “shut 

down,” and huddled in the corner of the garden center. Her manager, Barb Myers, 

responded by yelling, pinning Maggie’s arms behind her back, and “dragging” her 

to the Menards supervisor. The supervisor told Maggie to either sign resignation 

papers or be fired, and that it was in her best interest to resign. Maggie signed the 

resignation papers without the opportunity to talk to her coach or Mary. 

Maggie and Mary, as her guardian and conservator, sued Menard and Myers

for employment discrimination under the Americans with Disabilities Act, and for

1

Menard, Inc. owns the Menards chain of home improvement retail stores.
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state-law assault, battery, and intentional infliction of emotional distress. Because 

Maggie’s employment agreement contained an arbitration clause, Menard and 

Myers filed a motion to compel arbitration and stay proceedings. The district court 

denied the motion, holding that: (1) the arbitration agreement was unenforceable as 

a matter of equity; (2) Myers couldn’t enforce the agreement as a non-signatory; and 

(3) the state-law tort claims were outside the scope of arbitration. Menard and Myers 

appealed. 

II. 

We review the denial of a motion to compel arbitration de novo. 3M Co. v. 

Amtex Sec., Inc., 542 F.3d 1193, 1198 (8th Cir. 2008). We also review the district 

court’s interpretation of a contract de novo and its factual findings for clear error. 

Keymer v. Mgmt. Recruiters Int’l, Inc., 169 F.3d 501, 504 (8th Cir. 1999). 

The Federal Arbitration Act allows parties to use arbitration, instead of 

lawsuits, to resolve their disputes. 9 U.S.C. § 2. “A court must grant a motion to 

compel arbitration if a valid arbitration clause exists which encompasses the dispute 

between the parties.” 3M, 542 F.3d at 1198 (citing 9 U.S.C. § 4). The FAA

promotes a “liberal federal policy favoring arbitration agreements,” and “questions 

of arbitrability must be addressed with a healthy regard for the federal policy 

favoring arbitration.” Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 

U.S. 1, 24 (1983). Because of this, the FAA “leaves no place for the exercise of 

discretion by a district court” and obligates the court to refer arbitrable matters to 

binding arbitration. Pro Tech Indus., Inc. v. URS Corp., 377 F.3d 868, 871 (8th Cir. 

2004) (citation omitted). 

Written arbitration agreements “shall be valid, irrevocable, and enforceable, 

save upon such grounds as exist at law or in equity for the revocation of any 

contract.” 9 U.S.C. § 2. “A court’s role under the FAA is therefore limited to 

determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) 

whether the agreement encompasses the dispute.” Pro Tech Indus., 377 F.3d at 871. 
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The FAA “establishes that, as a matter of federal law, any doubts concerning the 

scope of arbitrable issues should be resolved in favor of arbitration.” Moses H. Cone, 

460 U.S. at 24–25. The party resisting arbitration bears the burden of showing either 

that the arbitration provision is invalid or that it does not encompass the claims at 

issue. See E.E.O.C. v. Woodmen of World Life Ins. Soc’y, 479 F.3d 561, 565 (8th 

Cir. 2007). State contract law governs whether a valid agreement to arbitrate exists. 

Id. The parties agree that South Dakota law applies here. 

The district court concluded that “grounds as exist at law or in equity” 

rendered the arbitration agreement unenforceable. See 9 U.S.C. § 2. Specifically, 

the court reasoned that Maggie’s status as the ward of a guardianship and 

conservatorship, as well as Menard’s refusal to let Maggie’s job coach assist her in 

reviewing the employment agreement, made it inequitable to enforce the arbitration 

clause. But the court did not decide whether Maggie was incapable, as a matter of 

law, of entering a contract.

While the district court focused on fairness, written arbitration agreements are 

unenforceable under the FAA only if state-law grounds exist to revoke the contract. 

See AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011) (“This saving 

clause permits agreements to arbitrate to be invalidated by ‘generally applicable 

contract defenses, such as fraud, duress, or unconscionability.’” (citation omitted)); 

Plummer v. McSweeney, 941 F.3d 341, 345 (8th Cir. 2019) (“Under the FAA, 

agreements to arbitrate ‘shall be valid, irrevocable, and enforceable, save upon such 

grounds as exist at law or in equity for the revocation of any contract.’ One of these 

grounds is unconscionability.” (citation omitted)). In other words, there must be an 

applicable state-law contract defense. The district court, however, did not identify 

such a defense. Nor did it analyze the validity of the agreement under South Dakota 

contract law.

In South Dakota, the “[e]lements essential to existence of a contract are: (1) 

[p]arties capable of contracting; (2) [t]heir consent; (3) [a] lawful object; and (4) 

[s]ufficient cause or consideration.” SDCL § 53-1-2. By statute, “[a]ll persons are 
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capable of contracting except minors, persons of unsound mind, and persons 

deprived of civil rights.” SDCL § 53-2-1. “Minors and persons of unsound mind 

have only such capacity as is specified in the statutes relating to such persons.” 

SDCL § 53-2-2. 

Maggie argues that, because of her diminished capacities which required her 

to be placed under conservatorship, she was incapable of contracting under South 

Dakota law. But the guardianship and conservatorship statute explains that “[t]he 

appointment of a guardian or conservator of a protected person does not constitute a 

general finding of legal incompetence unless the court so orders, and the protected 

person shall otherwise retain all rights which have not been granted to the guardian 

or conservator.” SDCL § 29A-5-118. And the court that ordered Maggie’s 

guardianship and conservatorship did not grant her contract rights to Mary or find 

that Maggie was legally incompetent to contract. Because the state court did not

disturb her contractual rights, Maggie is still subject to the general presumption of 

capacity in SDCL § 53-2-1. 

Although the arbitration agreement is facially valid under South Dakota 

positive law, it may be revocable under the void contract defense. “Historically, the 

void contract concept has been applied to nullify agreements made by mental 

incompetents who have contracted either entirely without understanding or after a 

judicial determination of incapacity had been entered.” First State Bank of Sinai v. 

Hyland, 399 N.W.2d 894, 896 (S.D. 1987). “A party attempting to avoid his contract 

must carry the burden of proving that he was entirely without understanding when 

he contracted.” Id. at 897. “Lapse of memory, carelessness of person and property, 

and unreasonableness are not determinative of one’s ability to presently enter into 

an agreement.” Id. “Neither should a contract be found void because of previous or 

subsequent incompetence.” Id. Instead, the “inquiry must always focus on the 

person’s mental acuity and understanding of the transaction at the time contracting 

occurred.” Id. 
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The district court did not decide whether Maggie was “entirely without 

understanding” at the time she signed the arbitration agreement. Nor is the record 

developed enough for us to make that finding.

2

 We remand the case for a summary 

trial to determine whether the arbitration agreement is enforceable under South 

Dakota law.

3

 See Neb. Mach. Co. v. Cargotec Sols., LLC, 762 F.3d 737, 744 (8th 

Cir. 2014) (remanding a motion to compel arbitration “for the district court to hold 

a non jury trial, make findings of fact, and apply the appropriate [law] in light of 

those facts”).

III. 

For the foregoing reasons, we vacate and remand for the district court to make 

the appropriate findings consistent with this opinion. 

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2

Maggie underwent a psychiatric evaluation as part of the proceedings that led 

to her placement under a guardianship and conservatorship. That evaluation, 

however, does not reveal whether Maggie was “entirely without understanding” at 

the time she signed the arbitration agreement because it was conducted two years 

earlier and focused on her language and social skills—not her ability to understand 

legal agreements.

3

Because we cannot determine whether there is an enforceable arbitration 

agreement, we decline to consider whether Myers may enforce the agreement as a 

non-signatory.