# United States Court of Appeals **for the Fifth Circuit**

No. 22-20150 Summary Calendar

Monica Winn, Plaintiff—Appellant ,

versus Brunswick Corporation; Freedom Boat Club, L.L.C.; Goin’ Coastal L.L.C., Defendants—Appellees

.

Appeal from the United States District Court for the Southern District of Texas USDC No. 4:20-CV-3662

Before Stewart, Duncan, and Wilson, Circuit Judges

. Per Curiam: * Monica Winn appeals the district co urt’s orders dismissing her claims against Brunswick Corporation (“Brunswick”), Freedom Boat Club LLC (“FBC”), and Goin’ Coastal LLC (“GC ”). Because her appellate brief is devoid of substantive arguments concerni ng her claims against Brunswick or

* This opinion is not designated for publication. See 5th Cir. R. 47.5

. United States Court of Appeals Fifth Circuit 

### FILED December 14, 2022 Lyle W. Cayce Clerk Case: 22-20150 Document: 00516578274 Page: 1 Date Filed: 12/14/2022No. 22-20150

2 FBC and her contract with GC contains a valid arbitration agreement, we AFFIRM

. I. Background
A. Winn and Hearne’s Interaction Winn, an African American woman, purchased a boat club membership from GC through FBC in Galveston, Texas. Her membership with FBC Galveston granted her acce ss to numerous docks in the FBC network. On September 6, 2020, Winn reserved a boat for her and nine friends. Seven of her friends boarded i mmediately with no issue and they set sail for a couple of hours. Winn returned to pick up her remaining friends where David Hearne, a previous FBC Houston employee and spouse of the current FBC Galveston owner, began questioning her and her guests. Winn alleges that Hearne berated he r and her guests about the liquor and beer they had on her reserved boat . According to her, their consumption of alcohol on the boat and dock were within FBC’s rules and Hearne ignored other non-minorities also enjoying alcoholic drinks. She perceived Hearne’s aggression at her party as racially motivated and contacted FBC’s corporate office to complain about her treatment. FBC suggested that Winn stop going to the Galveston location and take ad vantage of a different dock through the reciprocity system she enjoyed as an FBC member. Dissatisfied with FBC’s response, Winn sued GC, FBC, and FB C’s parent company, Brunswick. B. District Court Proceedings At the district court, Winn filed claims against GC, FBC, and Brunswick under: (1) 42 U.S.C. § 19 81; (2) 42 U.S.C. § 2000 (“Title II claims”); (3) state negligence law; and (4) state constitutional and statutory Case: 22-20150 Document: 00516578274 Page: 2 Date Filed: 12/14/2022No. 22-20150

3 law. 1 Brunswick and FBC filed motions to dismiss under Rule 12(b)(6). Winn amended her original complaint on Ja nuary 5, 2021. Brunswick and FBC, again, moved to dismiss, while GC file d a motion to compel arbitration.
1. FBC & Brunswick’s Motions to Dismiss On June 22, 2021, the district court granted Brunswick and FBC’s motions to dismiss. Regarding Winn’s § 1981 claim, the district court noted that she failed to allege that Brunswic k “intended to discriminate against her on the basis of her race or interfered with her contract rights.” It further noted that she failed to demonstrate th at either FBC or Brunswick “hired, supervised, or otherwise directed th e actions of Hearne.” On her Title II claims, the district court held for Br unswick and FBC because Winn failed to explain how she attempted to contract for a public accommodation or how Brunswick or FBC denied her efforts to that end. Finally, the district court rejected Winn’s negligence claim beca use neither Brunswick nor FBC owed her a legal duty to prevent He arne’s alleged harassment. 2. GC’s Motion to Compel Arbitration Winn’s claims against GC pressed on after Brunswick and FBC’s dismissal. Ultimately, the district cour t ruled in favor of GC and compelled arbitration in accordance with the part ies’ contractual terms. The district court expressed its “reservations abou t arbitration,” but noted that “the Fifth Circuit has made clear that arbi tration clauses prevail.” Winn timely appealed, where she contends that the district court erred in granting: (1) Brunswick and FBC’s motions to dismi ss and (2) GC’s motion to compel arbitration.

1 Winn ultimately abandoned her Texas co nstitutional and statutory law claims— leaving only the § 1981, Title II, and negligence claims for consideration at the district court and the instant appeal. Case: 22-20150 Document: 00516578274 Page: 3 Date Filed: 12/14/2022No. 22-20150

4 II. Standard of Review
We review a district co urt’s grant of a Rule 12 (b)(6) motion de novo, “accepting all well-pleaded facts as true and viewing those facts in the light most favorable to the plaintiff.” Ferguson v. Bank of N.Y. Mellon Corp. , 802 F.3d 777, 780 (5th Cir. 2015) (interna l quotations and cita tion omitted). We only consider “the facts stated in the complaint and the documents either attached to or incorporated in the complaint.” Lovelace v. Software Spectrum Inc. , 78 F.3d 1015, 1017 (5th Cir. 1996) . To avoid dismissal, plaintiffs must plead “facts to state a claim to relie f that is plausible on its face.” Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570 (2007). Likewise, “we review the grant or denial of a motion to compel arbitration de novo.” Lizalde v. Vista Quality Mkts. , 746 F.3d 222, 225 (5th Cir. 2014) (citing Fleetwood Enters., Inc. v. Gaskamp , 280 F.3d 1069, 1073 (5th Cir. 2002)). “To determine whether an agreement to arbitrate is contractually valid, courts apply ‘ordin ary state-law principles that govern the formation of contracts.’” Id. (quoting Morrison v. Amway Corp. , 517 F.3d 248, 254 (5th Cir. 2008)).
III. Discussion A. Forfeiture of Winn’s Neglig ence, § 1981, & Title II Claims An appellant’s brief must provide the “appellant’s contentions and the reasons for them, with citations to the authorities and parts of the record on which the appellant relies.” Fed. R. App. P. 28(a)(8)(A). Accordingly, a “party that asserts an argument on appe al, but fails to adequately brief it, is deemed to have waived it.” United States v. Scroggins , 599 F.3d 433, 446 (5th Cir. 2010) (citation omitted). Also, an appellant “abandon s all issues not raised and argued in its initial brief on appeal.” MDK Sociedad De Responsabilidad Limitada v. Proplant Inc. , 25 F.4th 360, 367 (5th Cir. 2022) (emphasis in original). Furthermore, we have held that “an appellant forfeits Case: 22-20150 Document: 00516578274 Page: 4 Date Filed: 12/14/2022No. 22-20150

5 its appeal if the district court provid es several alternative grounds for its decision and the appellant fails to brief one of those grounds.” Frew v. Janek , 820 F.3d 715, 719 (5th Cir. 2016). Winn purports to appeal the district court’s orders dismissing her claims against Brunswick and FBC. She asserts that her pleading sufficiently articulated the proper elements to sust ain her negligence, 42 U.S.C. § 1981, and Title II causes of action. On appe al, Rule 28(a)(8)(A) requires her to reassert her contentions, the reason s for them, and cite relevant legal authority and record-support. Here, she fails to meet this burden. The relevant portion of her argument regard ing her negligence, § 1981, and Title II claims makes up roughly one page of her initial brief. She mentions none of the relevant elements of her claims an d provides no factual support with which we might analyze them—opting, instead, for conclusory allegations that the district court prematurely dism issed these parties without permitting additional discovery. Ultimately, Winn has failed to brief any of the grounds for which she argues the district court erred in dismissing her claims against Brunswick and FBC. See Frew , 820 F.3d at 719. Because she failed to adequately brief these claims on appeal, she has effectively abandoned these issues and forfeited her argument pertaining thereto. See Scroggins , 599 F.3d at 446; MDK Sociedad , 25 F.4th at 367. B. GC’s Motion to Compel Arbitration We use a two-step approach in deciding whether to require arbitration. “The first step is to de termine whether the parties agreed to arbitrate the dispute in question.” Webb v. Investacorp, Inc. , 89 F.3d 252, 258 (5th Cir. 1996). At step one, we l ook to: “(1) whether there is a valid agreement to arbitrate between the part ies; and (2) whether the dispute in question falls within the scope of that arbitration agreement.” Tittle v. Enron Case: 22-20150 Document: 00516578274 Page: 5 Date Filed: 12/14/2022No. 22-20150

6 Corp. , 463 F.3d 410, 418 (5th Cir. 2006). The second step is to determine “whether legal constraints external to the parties’ agreement foreclosed the arbitration of those claims.” Webb , 89 F.3d at 258. Step two requires this court to evaluate the scope of the arbi tration clause and the nature of the dispute. See Tittle , 463 F.3d at 419.
Winn first contends that her cont ract with GC did not expressly provide that arbitrability would be deci ded in accordance with the American Arbitration Association’s (“AAA”) rules—indicating a step one problem with the contract. See Webb , 89 F.3d at 258. Alternatively, she argues that even if the contract incorporates AAA rules, the district court erred in compelling arbitration because it wo uld deprive her of federal rights guaranteed by 42 U.S.C. §§ 1988 and 2000a-3. Specifically, she asserts that the arbitration agreement abrogates her rights under the Civil Rights Act (“CRA”) because GC used its bargaini ng power to impose a fee arrangement which would require her to share the cost of arbitration if she does not prevail. She asserts that this fee arrangement violates the CRA and, as a result, allows her to evade arbitration of the dispute. We disagree. Here, Winn and GC’s contract expressly provides that the agreement would be governed by the Federal Arbitration Act and AAA rules. The contract also contemplates this type of dispute, so it is reasonable to conclude that this dispute falls within th e scope of the pa rties’ agreement. Consequently, step one favo rs compelling arbitration. Webb , 89 F.3d at 258. On step two, Winn’s argument that the fee-shifting provision in her contract violates the CRA and, therefore, fa vors holding against arbitration is unpersuasive. We have repeatedly upheld similarly valid arbitration agreements that required plaintiffs to arbitrate federal statutory claims, including those under § 1981. See, e.g. , Mayberry v. Prudential , 193 F.3d 517, 517 (5th Cir. 1999) (compelling ar bitration in a § 1981 claim); Rojas v. T.K. Commc’ns, Inc. , 87 F.3d 745, 747 (5th Cir. 1996) (same); Gilmer v. Case: 22-20150 Document: 00516578274 Page: 6 Date Filed: 12/14/2022No. 22-20150

7 Interstate/Johnson Lane Corp. , 500 U.S. 20, 35 (1991) (compelling arbitration in an Age Discrimination in Employ ment Act claim). Because both prongs favor compelling arbitration, we affirm.
IV. Conclusion For the foregoing reasons, we AFFIRM the judgment of the district
court. Case: 22-20150 Document: 00516578274 Page: 7 Date Filed: 12/14/2022