IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

DANIEL CERVANTES, ) 

 ) 

 Plaintiff, ) 

 ) No. 20-cv-02164 

 v. ) 

 ) Judge Andrea R. Wood 

BRIDGESTONE RETAIL OPERATIONS, ) 

LLC, et al., ) 

 ) 

Defendants. ) 

MEMORANDUM OPINION AND ORDER

 Plaintiff Daniel Cervantes has brought this putative class action claiming that he has been 

underpaid as an employee of Fire Stone Complete Auto Care (“Fire Stone”). Cervantes alleges 

that Fire Stone’s parent and affiliate companies, Defendants Bridgestone Retail Operations, LLC 

(“BRO”), Bridgestone Americas, Inc. (“BSAM”), and Bridgestone Corporation (“Bridgestone”), 

violated the Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 201 et seq., and the Illinois 

Minimum Wage Law (“IMWL”), 820 ILCS § 105, by failing to pay him minimum wage and 

overtime wages. (See Compl., Dkt. No. 1.) Defendants now move to compel arbitration and 

dismiss this case on the ground that Cervantes previously agreed to arbitrate any disputes related 

to his employment. (Dkt. Nos. 13, 22.) For the reasons provided below, the motions are granted. 

BACKGROUND 

For purposes of ruling on the present motions, the Court construes all reasonable 

inferences from the facts in Cervantes’s favor as the plaintiff. Jackson v. Payday Fin., LLC, 764 

F.3d 765, 773 (7th Cir. 2014) (explaining that “[a]n agreement to arbitrate is a type of forum 

selection clause” and, for purposes of a motion for improper venue under Federal Rule of Civil 

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Procedure 12(b)(3), “reasonable inferences from the facts should be construed in the plaintiff’s 

favor”). 

 Cervantes alleges that he worked as a Technician at Fire Stone, one of the BRO’s retail 

facilities, in Clarksville, Tennessee from February 8, 2018 until May 2019. (Compl. ¶¶ 7–10.) 

When Cervantes started working there, he completed an electronic on-boarding process that 

required him to agree to BRO’s employee dispute resolution (“EDR”) plan. (Mem. in Supp. of 

Mot. to Dismiss, Ex. A, Decl. of Christine Suhadolc (“Suhadolc Decl.”) ¶ 18, Dkt. No. 14-1.) 

The EDR plan states that new employees agree to waive their right to resolve employment 

disputes through a court case or jury trial and will instead arbitrate their claims. (Suhadolc Decl., 

Ex. 1, EDR Plan at 9 of 49, Dkt. No. 14-1.) Cervantes does not deny that he agreed to the 

company’s EDR plan. However, he has submitted an affidavit stating that, at the time Fire Stone 

presented him with the EDR agreement, the hiring manager told him he “needed to ‘click 

through’ some materials on the Company’s computer system” and assured him that he “‘did not 

have to read’ the screens,” but just “scroll through and click the boxes.” (Resp. in Opp’n to Mot. 

to Dismiss, Ex. A, Aff. of Daniel Cervantes (“Cervantes Aff.”) ¶ 3, Dkt. No. 19-1.) According to 

Cervantes, the manager did tell him to read through the information related to safety. (Id.) 

 The parties agree that Cervantes electronically signed a one-page document called the 

“New Employee Acknowledgment and Agreement to Employee Dispute Resolution Plan.” It 

read in relevant part: 

I understand and agree that any employment-related legal dispute I may have with 

Bridgestone Retail Operations, LLC (the “Company”) including, but not limited 

to, any dispute concerning my application for employment, my employment if I 

am hired, and the termination of my employment if I am hired, must be resolved 

exclusively through the Company’s Employee Dispute Resolution Plan, hereafter 

referred to as “the EDR Plan.” 

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(EDR Plan at 9 of 49.) The acknowledgment provided a link to the EDR plan and stated that the 

signer understands he is waiving his right to a court case and jury trial. (Id.) 

 In May 2019, Cervantes moved to Illinois and, on May 12, 2019, started working as a 

Technician at Fire Stone’s Tinley Park location. (Compl. ¶ 10.) He alleges that he worked five 

days per week and nine to ten-and-a-half hours per day. (Id. ¶ 11.) He further alleges that Fire 

Stone pays its employees using a “flat rate” system, also known as pay “by car.” (Id. ¶¶ 12–14.) 

Many of the tasks Cervantes performed were coded as “05,” meaning that regardless of how long 

it took him to finish the job, he would only be paid for half an hour of work. (Id. ¶ 17.) Cervantes 

also alleges that when the business day was slow, he was required to carry out other services at 

the facility without pay. (Id. ¶¶ 18–23.) 

 When Cervantes filed this suit alleging violations of the FLSA and IMWL, BRO moved 

to dismiss it or, alternatively, to stay it and compel arbitration. (Dkt. No. 13.) After the parties 

had completed briefing on BRO’s motion, BSAM and Bridgestone moved to join the motion, as 

well. (Dkt. No. 22.)1

                                                            

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 The parties confirmed at a hearing on August 27, 2020 that briefing on BRO’s motion would suffice to 

address both motions. The Court therefore took both motions under advisement as fully briefed. (See

Aug. 27, 2020 Min. Entry, Dkt. No. 25.) However, it appears from the Court’s review that only BRO and 

Cervantes are parties to the EDR agreement containing the relevant arbitration clause. (See EDR Plan.) 

Generally, only the parties to a contract may seek to enforce that contract, with certain exceptions. Dr. 

Robert L. Meinders, D.C., Ltd. v. United Healthcare, Inc., 800 F.3d 853, 857 (7th Cir. 2015) (citing 

EEOC v. Waffle House, Inc., 534 U.S. 279, 294 (2002); Ervin v. Nokia, Inc., 812 N.E.2d 534, 539 (Ill. 

App. Ct. 2004)). As non-signatories to the EDR agreement, BSAM and Bridgestone would typically have 

to show that one of the relevant exceptions applies and that they have a right to enforce the EDR’s 

arbitration clause. But Cervantes failed to raise this issue and orally confirmed that he did not oppose the 

Court’s reliance on BRO’s briefing to address BSAM and Bridgestone’s motion. Thus, the Court finds 

that Cervantes has waived that argument and will proceed under the assumption that BSAM and 

Bridgestone have the right to invoke the arbitration agreement. See Gross v. Town of Cicero, 619 F.3d 

697, 704 (7th Cir. 2010) (“[I]t is not this court’s responsibility to research and construct the parties’ 

arguments . . . .” (internal quotation marks and citation omitted)). 

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DISCUSSION 

Defendants do not specify the Federal Rule of Civil Procedure pursuant to which they 

seek to dismiss Cervantes’s claims. Within the Seventh Circuit, however, motions to dismiss and 

compel arbitration are properly brought as motions to dismiss for improper venue under Rule 

12(b)(3) because “[a]n agreement to arbitrate is a type of forum selection clause.” Jackson, 764 

F.3d at 773 (citing Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 

630–31 (1985); Sherwood v. Marquette Transp. Co., 587 F.3d 841, 844 (7th Cir. 2009)). In 

ruling on a Rule 12(b)(3) motion, the court is free to consider evidence outside the pleadings. 

Faulkenberg v. CB Tax Franchise Sys., LP, 637 F.3d 801, 809–10 (7th Cir. 2011). Rule 12(b)(3) 

requires that the court construe reasonable inferences in the plaintiff’s favor. Jackson, 764 F.3d 

at 773. At the same time, however, “‘any doubts concerning the scope of arbitrable issues should 

be resolved in favor of arbitration.’” Faulkenberg, 637 F.3d at 808 (quoting Moses H. Cone 

Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983)). 

The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., “governs the enforcement, 

validity, and interpretation of arbitration clauses.” Jain v. De Mere, 51 F.3d 686, 688 (7th Cir. 

1995). The FAA requires courts to compel arbitration if there is a valid arbitration agreement in 

place between the parties that covers the issue in controversy. 9 U.S.C. § 4. The burden is on the 

party seeking to arbitrate to prove that there is an underlying enforceable arbitration agreement. 

See Goplin v. WeConnect, Inc., 893 F.3d 488, 491 (7th Cir. 2018); Dr. Robert L. Meinders, D.C., 

Ltd. v. UnitedHealthcare, Inc., 800 F.3d 853, 857 (7th Cir. 2015) (“[A] party seeking to enforce 

an agreement has the burden of establishing the existence of an agreement.” (internal quotation 

marks and citation omitted)). 

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It is appropriate for the Court to compel arbitration if the movant shows that the 

following three elements are met: “a written agreement to arbitrate, a dispute within the scope of 

the arbitration agreement, and a refusal to arbitrate.” Zurich Am. Ins. Co. v. Watts Indus., Inc., 

417 F.3d 682, 687 (7th Cir. 2005). Cervantes does not dispute that the third element is met here, 

since he is refusing to arbitrate his claims with Defendants. He contends, however, that 

Defendants have failed to establish the first two elements. As to the first, Cervantes argues that 

there is no valid arbitration agreement because he did not properly assent to the EDR plan and 

the agreement was not supported by adequate consideration. As to the second, Cervantes argues 

that the agreement to arbitrate does not apply to the present dispute, which he filed after his 

transfer to Fire Stone’s Tinley Park location. Finally, Cervantes argues that Defendants are 

estopped from enforcing the arbitration clause in the EDR agreement. 

I. Whether a Valid Arbitration Agreement Exists

 “In determining whether a valid arbitration agreement exists between the parties, a 

federal court should look to the state law that ordinarily governs formation of contracts.” 

UnitedHealthcare, Inc., 800 F.3d at 857. Neither Cervantes nor Defendants raise a choice-of-law 

issue. However, Defendants have cited both Tennessee and Illinois state law in their briefing, 

while Cervantes has cited exclusively Illinois state law. For present purposes, the Court applies 

Illinois law, recognizing that “absent a challenge by either party as to the choice of law, the law 

of the forum state will govern the substantive issues raised in the pleadings.” Parrillo v. Safeway 

Ins. Co., 1994 WL 380625, at *2 (N.D. Ill. July 18, 1994). Furthermore, whether Illinois or 

Tennessee law applies does not impact the outcome in this case, as the elements required to find 

a valid contract are the same under both: offer, acceptance, consideration, and mutual assent. See 

Nat’l Prod. Works Union Ins. Tr. v. Cigna Corp., 665 F.3d 897, 901 (7th Cir. 2011); Ace Design 

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Grp., Inc. v. Greater Christ Temple Church, Inc., No. M2016–00089–COA–R3–CV, 2016 WL 

7166408, at *7 (Tenn. Ct. App. Dec. 8, 2016). Cervantes challenges both his assent to the EDR 

agreement and the sufficiency of Defendants’ consideration under the agreement.

A. Mutual Assent 

Cervantes claims that he did not assent to the EDR agreement because he did not 

knowingly or voluntarily accept its terms. He emphasizes that the hiring manager who gave him 

the EDR agreement discouraged him from reading through it carefully. 

 In interpreting agreements to arbitrate, Illinois courts have rejected the “knowing and 

voluntary” approach asserted by Cervantes in favor of the more objective standard based on 

traditional contract law principles. See Melena v. Anheuser-Busch, Inc., 847 N.E.2d 99, 107 (Ill. 

2006). Rather than looking at each party’s subjective understandings of the contract or their 

undisclosed intentions, Illinois courts consider their “outward expressions such as words and 

acts.” Sgouros v. TransUnion Corp., 817 F.3d 1029, 1034 (7th Cir. 2016) (internal quotation 

marks and citation omitted). Generally, signing a written contract creates the presumption that 

the signer has notice of its terms. Id. Even an employee’s continued performance on the job after 

receiving a contract related to his employment may signify his assent to the contract. Gupta v. 

Morgan Stanley Smith Barney, LLC, 934 F.3d 705, 712–14 (7th Cir. 2019). 

 In this case, Cervantes electronically signed the EDR agreement, which clearly stated that 

he was waiving his right to bring a court case against his employer in favor of arbitration. 

Cervantes also manifested his assent to the terms of the agreement by continuing his employment 

with Fire Stone. Thus, under Illinois’s objective standard, the Court finds that Cervantes assented 

to the arbitration agreement. 

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B. Valid Consideration 

Cervantes also argues that the arbitration agreement he signed was not supported by valid 

consideration on Defendants’ part because he was an at-will, rather than a contracted, employee. 

But the Seventh Circuit has acknowledged that “an employer’s promise to continue employing 

an at-will employee could constitute consideration for an employee’s promise to forego certain 

rights.” Tinder v. Pinkerton Sec., 305 F.3d 728, 734 (7th Cir. 2002). An employer’s agreement to 

be bound by the results of arbitration in its disputes with employees may also constitute 

sufficient consideration on its end. Michalski v. Circuit City Stores, Inc., 177 F.3d 634, 636–37 

(7th Cir. 1999). In Michalski, the Seventh Circuit found that statements in the employer’s 

handbook describing arbitration as resulting in a final, binding resolution demonstrated a mutual 

promise to arbitrate and served as valid consideration on the employer’s part. Id. Here, 

Defendants have presented evidence that their EDR Plan similarly summarizes its employee 

arbitration process and describes the arbitrator’s award as “final and binding.” (EDR Plan at 17 

of 49.) The Court thus finds that the EDR agreement was supported by valid consideration based 

on Defendants’ offer of employment and their agreement to be bound by the outcome of 

arbitration.

II. Whether Cervantes’s Claims Are Within the Scope of the Arbitration 

 Agreement 

 Cervantes next asserts that even if his agreement to arbitrate is valid, it does not apply to 

this dispute because he signed the EDR agreement in Clarksville, Tennessee, and he filed this 

suit after transferring to Tinley Park, Illinois. 

 Once the court finds that there is a valid agreement to arbitrate, the burden shifts to the 

party opposing arbitration to show that the dispute is not covered by the agreement. Hoenig v. 

Karl Knauz Motors, Inc., 983 F. Supp. 2d 952, 962 (N.D. Ill. 2013) (citing Shearson/Am. 

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Express, Inc. v. McMahon, 482 U.S. 220, 226–27 (1987)). Furthermore, “any doubts concerning 

the scope of the arbitration clause are resolved in favor of arbitration.” Fyrnetics (Hong Kong) 

Ltd. v. Quantum Grp., Inc., 293 F.3d 1023, 1029–30 (7th Cir. 2002) (internal quotation marks 

and citation omitted). Courts look to the language of the underlying agreement to determine the 

scope of disputes subject to arbitration. EEOC v. Waffle House, Inc., 534 U.S. 279, 289 (2002). 

 In this case, Cervantes signed an agreement stating that he agreed to resolve “any 

employment-related legal dispute [he] may have with Bridgestone Retail Operations, LLC” 

through the company’s EDR plan. (EDR Plan at 9 of 49 (emphasis provided).) By its plain terms, 

the scope of the EDR is not limited to Cervantes’s employment at one particular retail location 

but applies to all his employment-related disputes with BRO. The plaintiff in another case in this 

District, Hoenig v. Karl Knauz Motors, Inc., made a similar argument in regard to an arbitration 

agreement she signed before leaving her job and being rehired five months later. 983 F. Supp. 2d 

at 957–58. Years later, the plaintiff brought a lawsuit for issues that arose during her second 

period of employment. Id. at 962–64. The court held that notwithstanding the gap in the 

plaintiff’s employment, her earlier agreement to arbitrate remained binding, noting that the 

agreement did not contain an expiration date and that when the plaintiff was rehired, she did not 

sign a new, superseding agreement. Id. Similarly, Cervantes has failed to present any evidence 

that the EDR agreement he signed in Tennessee does not apply to his employment disputes in 

Illinois. The Court thus finds that Cervantes’s present dispute with Defendants is covered by the 

arbitration clause in the EDR agreement he signed in Clarksville. 

III. Whether Defendants Are Estopped from Enforcing the Arbitration 

Agreement

Cervantes finally claims that Defendants are estopped from asserting their right to 

arbitrate because the hiring manager, acting on Defendants’ behalf, told him he did not have to 

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read the agreement. In Illinois, the doctrine of equitable estoppel arises “‘where a person by his 

or her statements and conduct leads a party to do something that the party would not have done,’ 

thereby placing the other party in a worse position.” Prestwick Cap. Mgmt., Ltd. v. Peregrine 

Fin. Grp., 727 F.3d 646, 662–63 (7th Cir. 2013) (quoting Maniez v. Citibank, F.S.B., 937 N.E.2d 

237, 245 (Ill. App. Ct. 2010)). To succeed on a claim of estoppel, the claimant must show that 

the following elements are met: (1) another party knowingly misrepresented or concealed 

material facts; (2) the claimant did not know that those representations were false; (3) the other 

party intended that the claimant rely on the misrepresentations (4) the claimant reasonably relied 

on the misrepresentations to his detriment; and (5) the claimant is likely to be prejudiced if the 

other party is not equitably estopped. Id. at 663. The claimant must prove estoppel by clear and 

unequivocal evidence. Maniez, 937 N.E.2d at 245. 

 The Court concludes that the elements of estoppel are not met in this case. Cervantes 

claims that he relied on his manager’s assertion that he did not have to read through the EDR 

materials to his detriment by consenting to the plan without reviewing it. (Cervantes Aff. ¶ 4.) 

But he has not presented any evidence that his hiring manager knowingly misrepresented or 

concealed any material facts with respect to the EDR agreement. At most, Cervantes has 

established that the hiring manager downplayed the significance of the EDR materials. There is 

no evidence to suggest that the hiring manager did so intending Cervantes to rely upon his 

assertions and waive his right to litigate his employment claims. Furthermore, the Court finds 

that it was not reasonable for Cervantes to rely on the manager’s statements and forego his 

opportunity to review the EDR materials before agreeing to them. Cf. Miller v. William 

Chevrolet/GEO, Inc., 762 N.E.2d 1, 9 (Ill. App. Ct. 2001) (“The law will not allow a person to 

enter into a transaction with eyes closed to material facts and then claim fraud by deceit.”). 

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Cervantes has not presented any evidence that, for instance, the manager did not provide him 

enough time to review the EDR plan or that Defendants pressured him into signing it. See id. (“A 

plaintiff may not generally rely on representations made when the plaintiff has ample 

opportunity to ascertain the truth of the matter before acting.”). Without more evidence that 

Defendants or the hiring manager purposefully misled Cervantes as to the contents of the EDR 

agreement, the Court declines to relieve Cervantes of his obligation to arbitrate his employment 

claims under a theory of estoppel. 

CONCLUSION 

Because Defendants have established that Cervantes agreed to arbitrate any disputes 

related to his employment, Defendants’ motions to dismiss (Dkt. Nos. 13, 22) are granted. The 

dismissal is without prejudice to Cervantes pursuing his claims in the appropriate forum. 

ENTERED: 

Dated: December 18, 2020 __________________________ 

 Andrea R. Wood 

 United States District Judge

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