IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

ALFRED T. GIULIANO, as Liquidation 

Trustee for RIH ACQUISITIONS NJ, 

LLC, d/b/a THE ATLANTIC CLUB 

CASINO HOTEL; RANCHO’S CLUB 

CASINO, INC., d/b/a MAGNOLIA 

HOUSE CASINO, on behalf of itself and 

all others similarly situated, 

Plaintiffs, 

v. 

SCIENTIFIC GAMES CORPORATION; 

BALLY TECHNOLOGIES, INC., d/b/a 

SHFL ENTERTAINMENT or SHUFFLE 

MASTER; BALLY GAMING, INC., d/b/a 

BALLY TECHNOLOGIES, 

Defendants. 

No. 20-cv-05262 

Judge John F. Kness 

MEMORANDUM OPINION AND ORDER 

Plaintiffs Alfred Giuliano, as liquidation trustee for RIH Acquisitions NJ, LLC, 

and Rancho’s Club Casino, Inc. allege that Defendants Scientific Games Corporation, 

Bally Technologies, Inc., and Bally Gaming, Inc. engaged in an intricate fraudulent 

scheme to obtain patents and then enforce those patents to prevent competition in 

the market for automatic card shufflers. Plaintiffs raise a complicated set of facts and 

law alleging that Defendants engaged in unlawful and remediable behavior. But the 

Court does not engage today with the substance of Plaintiffs’ claims; rather, the focus 

must be placed on the relatively narrow issue of whether to compel arbitration. 

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After reviewing the relevant contracts and their binding arbitration clauses, 

the Court, for the reasons that follow, agrees with Defendants that arbitration is 

required. Accordingly, the motion to compel arbitration is granted. In view of this 

resolution, Defendants’ motion to dismiss, as well as Plaintiffs’ motion to appoint 

interim class counsel, are denied without prejudice; and the case is stayed pending 

resolution of the arbitration. 

I. BACKGROUND 

Plaintiffs are two owners and operators of casinos in New Jersey and 

California. (Dkt. 23 ¶¶ 11–12.) Defendants are manufacturers, sellers, and lessors of 

equipment and games for casinos located in the United States. (Id. ¶¶ 13–22.) At 

issue in this case are Defendants’ allegedly anticompetitive business practices with 

respect to automatic card shuffling machines. 

According to the Complaint, Defendants unlawfully monopolized the market 

for automatic card shufflers in the United States, in violation of sections 2 and 3 of 

the Sherman Antitrust Act of 1890, by fraudulently obtaining patents and then 

enforcing those patents to prevent competition. (See id.) In doing so, Defendants now 

control almost 100% of the market for automated card shufflers in the United States. 

(Id. ¶ 3.) Casinos and card clubs use automated card shufflers to shuffle card decks 

reliably and randomly, to ensure fairness, and to improve game speed and 

profitability. (Id. ¶ 4.) Plaintiffs allege that Defendants have abused their monopoly 

power at the expense of direct customers, like Plaintiffs, for which card shufflers play 

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an important role. (Id. ¶¶ 4–5.) Some jurisdictions even ban hand shuffling, rendering 

the automatic shufflers a necessity. (Id.) 

In 2010 and 2012, RIH Acquisitions NJ, LLC entered into two agreements with 

Shuffle Master, Inc., Defendant Scientific Games’ predecessor in interest, to lease 

automatic card shufflers. (See Dkt. 27-1; Dkt. 27-2.) Those agreements (submitted in 

redacted form) include provisions requiring the contracting parties to arbitrate all 

claims related to RIH’s lease of the automatic shufflers. (Dkt. 27-1 at 5; Dkt. 27-2 at 

6; 1 Dkt. 35-1; Dkt. 35-2.) 2 Those agreements concern leases for several shuffle 

machines leased by RIH Acquisitions NJ, LLC from ShuffleMaster. (Dkt. 27-1; Dkt. 

27-2.) And those agreements each contain clauses requiring arbitration of any dispute 

that arises from the contracts. (Dkt. 27-1 at 5; Dkt. 27-2 at 6.) 

Plaintiffs filed this suit in September 2020 and alleged a variety of claims 

relating to the alleged scheme by Defendants. (Dkt. 1.) In their Amended (and 

operative) Complaint, Plaintiffs allege Defendants violated the Sherman Act by 

fraudulently obtaining patents and engaging in sham litigation and using monopoly 

power to overcharge customers for leases and purchases. (Dkt. 23 ¶¶ 11, 65, 101.) 

Pending before the Court are Defendants’ Motion to Dismiss Plaintiffs’ First 

Amended Complaint (Dkt. 24), Defendants’ Motion to Compel arbitration (Dkt. 26), 

and Plaintiffs’ Motion to Appoint Interim Class Counsel (Dkt. 62). 

1 Page references to the lease agreements are to the PDF page numbers. 

2 Plaintiffs contend that Defendants failed to properly authenticate the arbitration 

agreements. (Dkt. 30 at 10.) But Plaintiffs do not challenge the authenticity of the 

agreements. (Id.) The authentication issue is discussed below. 

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II. STANDARD OF REVIEW 

The Federal Arbitration Act “reflects ‘both a liberal federal policy favoring 

arbitration . . . and the fundamental principle that arbitration is a matter of 

contract.’ ” Gupta v. Morgan Stanley Smith Barney, LLC, 934 F.3d 705, 710 (7th Cir. 

2019) (quoting AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011)); see

Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983) (“[A]ny 

doubts concerning the scope of arbitrable issues should be resolved in favor of 

arbitration.”). 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.” 

Janiga v. Questar Cap. Corp., 615 F.3d 735, 740 (7th Cir. 2010) (quoting 9 U.S.C. § 2). 

A court should grant a motion to compel arbitration where there is: (1) a written 

agreement to arbitrate; (2) a dispute within the scope of the arbitration agreement; 

and (3) a refusal to arbitrate. Zurich Am. Ins. Co. v. Watts Indus., Inc., 417 F.3d 682, 

687 (7th Cir. 2005) (citing 9 U.S.C. § 4). 

Generally, the “judiciary rather than an arbitrator decides whether a contract 

came into being.” Sphere Drake Ins. Ltd. v. All Am. Ins. Co., 256 F.3d 587, 591 (7th 

Cir. 2001). That reflects the basic precept that arbitration “is a matter of consent, not 

coercion.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 681 (2010) 

(quoting Volt Info. Sci., Inc. v. Bd. of Trs. Of Leland Stanford Junior Univ., 489 U.S. 

468, 479 (1989)). When deciding whether to enforce an agreement to arbitrate or 

interpret an arbitration clause, a court must “give effect to the contractual rights and 

expectations of the parties.” Id. at 682 (internal quotation omitted). Accordingly, as 

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with any other contract, the parties’ intent controls. Sphere, 256 F.3d at 591 (“[A]s 

arbitration depends on a valid contract[,] an argument that the contract does not exist 

can’t logically be resolved by the arbitrator.”). 

A party that seeks to compel arbitration bears the burden to show an 

agreement to arbitrate. 9 U.S.C. § 4; see A.D. v. Credit One Bank, N.A., 885 F.3d 1054, 

1063 (7th Cir. 2018). Once that party has shown such an agreement, the party 

resisting arbitration bears the burden of identifying a triable issue of fact as to 

whether the parties entered into an agreement in the first place. See Tinder v. 

Pinkerton Sec., 305 F.3d 728, 735 (7th Cir. 2002). The resisting party’s evidentiary 

burden is like that of a party opposing summary judgment. Id. A party cannot avoid 

arbitration by denying the facts on “which the right to arbitration rests; the party 

must identify specific evidence in the record demonstrating a material factual dispute 

for trial.” Id. (citation omitted). As with summary judgment, the court views the 

evidence in the light most favorable to the nonmoving party and draws reasonable 

inferences in its favor. Id. If the party opposing arbitration identifies a genuine issue 

of fact as to whether an arbitration agreement was formed, “the court shall proceed 

summarily to the trial thereof.” Id. (quoting 9 U.S.C. § 4). 

When the “parties to a dispute litigable in federal court have a written 

agreement to arbitrate their dispute, either of the parties is entitled to stay the trial 

of the action until the arbitration is complete.” Davis v. Fenton, 857 F.3d 961, 962 

(7th Cir. 2017) (citing 9 U.S.C. § 3). When a court grants a section 3 stay pending 

arbitration under the FAA, “it retains jurisdiction over a matter so that it can 

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effectuate the decision of an arbitrator or handle additional matters or claims that 

were not subject to arbitration.” Kawasaki Heavy Indus., Ltd. v. Bombardier 

Recreational Prods., Inc., 660 F.3d 988, 997 (7th Cir. 2011). 

III. DISCUSSION 

A federal court determining “whether a contract’s arbitration clause applies to 

a given dispute [applies] state-law principles of contract formation.” Gore v. Alltel 

Commc’ns, LLC, 666 F.3d 1027, 1032 (7th Cir. 2012) (citing Rosenblum v. 

Travelbyus.com Ltd., 299 F.3d 657, 662 (7th Cir. 2002)). Once it is clear that the 

parties entered into an agreement to arbitrate certain issues, “any doubt concerning 

the scope of the arbitration clause is resolved in favor of arbitration as a matter of 

federal law.” Id. (citing Moses H. Cone, 460 U.S. at 24–25). Thus a court “may not 

deny a party’s request to arbitrate an issue ‘unless it may be said with positive 

assurance that the arbitration clause is not susceptible of an interpretation that 

covers the asserted dispute.’ ” Kiefer Specialty Flooring, Inc. v. Tarkett, Inc., 174 F.3d 

907, 909 (7th Cir. 1999) (quoting United Steelworkers of Am. v. Warrior & Gulf 

Navigation Co., 363 U.S. 574, 582–83 (1960)). 

Plaintiffs contend that the relevant contract requires the Court to apply New 

Jersey law, and Plaintiffs and Defendants together briefed both New Jersey and 

Seventh Circuit law. (See, e.g., Dkt. 30 at 3; Dkt. 33 at 7.) For the purposes of 

addressing this motion, the Court assumes, without deciding, that the contracts 

require the application of New Jersey law to determine whether the contracts’ 

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arbitration clauses govern this dispute.3 But the laws of New Jersey and Illinois do 

not differ on whether this dispute is arbitrable. Accordingly, and because the parties 

briefed both New Jersey and Illinois/Seventh Circuit precedents, the Court will cite 

Illinois/Seventh Circuit decisions except when New Jersey law meaningfully differs. 

See K.F.C. v. Snap, Inc., 29 F.4th 835, 837 (7th Cir. 2022) (applying Illinois law when 

the parties agreed “the two bodies of [potentially applicable] law are materially 

identical”); Cervantes v. Bridgestone Retail Operations, LLC, 2020 WL 7480700, at *3 

(N.D. Ill. Dec. 18, 2020) (applying Illinois law when the choice of law “d[id] not impact 

the outcome in th[e] case”).

A court must compel arbitration where (1) a valid, enforceable agreement to 

arbitrate exists and (2) the claims at issue fall within the scope of that agreement. 

See Shearson/Am. Express, Inc. v. McMahon, 482 U.S. 220, 226 (1987). To 

authenticate an arbitration agreement, the proponent must clear a bar that “is not 

high.” Pearson v. United Debt Holdings, LLC, 123 F. Supp. 3d 1070, 1073 (N.D. Ill. 

2015). In determining authenticity, “which requires evidence sufficient to support a 

finding that the matter in question is what its proponent claims,” the Court applies 

Rule 901(a) of the Federal Rules of Evidence. Id. (quoting Smith v. City of Chicago, 

242 F.3d 737, 741 (7th Cir. 2001)). District courts routinely consider agreements 

containing arbitration provisions “if the proponent of arbitration properly 

3 Neither Plaintiffs nor Defendants believe that the choice of either New Jersey or Seventh 

Circuit law is outcome-determinative; both think that they win under the laws of both 

jurisdictions, and for the same reasons. (See generally Dkt. 27; Dkt. 29.) In the end, the Court 

agrees with the parties that the laws of both jurisdictions do not meaningfully differ on the 

issues relevant to this motion to compel. 

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authenticates the document containing an arbitration provision through an affidavit 

or otherwise.” Id. (collecting cases). 

Plaintiffs contend that, despite the low bar, Defendants failed to sufficiently 

authenticate the contracts. (Dkt. 30 at 6–7.) Even if the contracts attached to the 

Motion to Compel alone were insufficient under Rule 901(a) of the Federal Rules of 

Evidence, Defendants’ affidavit authenticating the documents cures Plaintiffs’ 

objections. (See Dkt. 33-1.) Notably, Plaintiffs do not contest the agreements’ 

authenticity itself. (Dkt. 33 at 2; see Dkt. 30 at 6–7.) Plaintiffs nonetheless point to 

Pearson v. United Debt Holdings, LLC, in which a judge in this District denied a 

motion to compel arbitration because the judge found insufficient evidence in support 

of arbitration. 123 F. Supp. 3d at 1073–74. In reaching its holding, Pearson relied on 

the lack of any authenticating affidavit, a lack of signed documents, a lack of 

witnesses supporting an agreement, and a lack of argument that the agreement at 

issue was self-authenticating. Id. 

Pearson does not require the Court to deny Defendants’ motion to compel. 

Unlike in Pearson, the record here contains an affidavit by someone who witnessed 

the signing of the agreements, a copy of the signed agreements, the agreements’ full 

arbitration clauses, and a self-authenticating contract. (Dkt. 33-1; Dkt. 35-1; Dkt. 35-

2); see Thanongsinh v. Bd. of Educ., 462 F.3d 762, 779 (7th Cir. 2006) (explaining the 

not “particularly high hurdle” of authentication under Rule 901(a) of the Federal 

Rules of Evidence (quotation omitted)). Those materials sufficiently demonstrate the 

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existence and authenticity of the agreements, which, of course, include arbitration 

clauses. 

Both sides focus much of their briefing on whether an applicable agreement to 

arbitrate exists; to compel arbitration, however, an agreement also must be valid. To 

the extent Plaintiffs may later claim that they also wish to challenge the validity of 

the agreement, the Seventh Circuit has held that “a challenge to the validity (as 

opposed to the existence) of a contract [as a whole] always goes to the arbitrator, no 

matter how [state law] characterize[s] their views about enforceability.” K.F.C., 29 

F.4th at 838. 

As Defendants have shown that valid, enforceable agreements to arbitrate 

exist,4 Plaintiffs next contend that none of their claims fall within the scope of the 

arbitration provisions. (Dkt. 30 at 10–12); see Shearson/Am. Express, Inc., 482 U.S. 

at 226; Zurich Am. Ins. Co., 417 F.3d at 687. Plaintiffs rely on the Supreme Court of 

New Jersey’s refusal to compel arbitration of “statutory claims that are expressly 

intended by statute to proceed in court.” (Dkt. 30 at 11 (citing Garfinkel v. Morristown 

4 Plaintiffs, citing to New Jersey law, contend that the contracts’ anti-assignment clauses 

preclude Defendants from enforcing the contracts. (See Dkt. 30 at 7–10.) Plaintiffs’ argument 

is that Defendants, as non-signatories, cannot enforce the agreements. (See id.) One of the 

cases that Plaintiffs cite, however, illustrates that a corporate merger like the one at issue in 

this case obviates these concerns. See Med. Transcription Billing, Corp. v. Randolph Pain 

Relief & Wellness Ctr., PC, 2019 WL 1785321, at *6 (N.J. Super. Ct. App. Div. Apr. 23, 2019). 

In Randolph, the Superior Court of New Jersey, Appellate Division, reversed the trial court 

for mistakenly allowing a successor-in-interest to assume liability on the basis that a “de 

facto merger” transferring rights occurred. Id. But the New Jersey court’s decision rested on 

the understanding that an actual merger would allow the successor to continue. Id. at *7; see 

also N.J. Rev. Stat. § 14A:10-6(c) (explaining the impact of mergers on legal rights); Pro. 

Buyer’s Guild, LLC v. Ace Fire Underwriter Ins. Co., 2007 WL 3227183, at *3 (D.N.J. Oct. 30, 

2007) (a merger or acquisition does not violate a “no assignment” clause under New Jersey 

law). Defendant Scientific Games is the actual (not merely de facto) merged successor entity 

and thus assumes the legal rights and obligations of its predecessor. 

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Obstetrics & Gynecology Assocs., P.A., 168 N.J. 124, 130 (2001)).) Plaintiffs seek to 

apply that state-law generalization to the specifics of this case by interpreting 

Garfinkel v. Morristown Obstetrics & Gynecology Associates to preclude arbitration of 

antitrust claims brought under the “Sherman or Clayton Acts.” (Id.) 

Garfinkel supports Plaintiffs’ argument. Indeed, the Third Circuit 

persuasively read a different gloss onto Garfinkel, holding that it and related 

decisions apply in a narrower category of cases—most often employment. See In re 

Remicade (Direct Purchaser) Antitrust Litig., 938 F.3d 515, 525−26 (3d Cir. 2019). 

Remicade found that the antitrust claims were arbitrable under New Jersey law 

because, as here, the antitrust claims at issue were implicated by the relevant 

contracts that contained arbitration provisions. Id. at 525–526. 

Remicade also considered and rejected a similar argument to the one Plaintiffs 

present—namely, that New Jersey law precluded bringing antitrust claims in 

arbitration. Id. As the court explained, when two parties are “highly sophisticated” 

and enter a “commercial contract,” the parties may agree to arbitrate. Id. at 526. And 

when such an arbitration agreement applies to claims such as those at issue here, 

“they must be arbitrated.” Id. at 527. As explained above, Trustee Giuliano, through 

RIH’s signing of the contracts in question, agreed to arbitrate all claims arising from 

the leases of automatic card shufflers. Accordingly, all of Giuliano’s claims are 

properly within the scope of the agreement between his predecessor corporation and 

Defendants’ arbitration agreements. Gore, 666 F.3d at 1032. 

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Based on the foregoing, the Court finds that contracts exist that contain 

enforceable arbitration clauses. To the extent the parties disagree over the validity 

or enforceability of the arbitration agreements, the arbitrator may determine the 

scope of the issues present in the arbitration. K.F.C., 2022 WL 871996, at *2 (7th Cir. 

Mar. 24, 2022); see Am. Postal Workers Union, AFL-CIO, Milwaukee Loc. v. Runyon, 

185 F.3d 832, 835 (7th Cir. 1999); see also Ross Bros. Const. Co. v. Int’l Steel Servs., 

Inc., 283 F.3d 867, 875 (7th Cir. 2002) (“The general rule is that [o]nce it has been 

determined that a substantive dispute is arbitrable, the arbitrators normally have 

the authority to decide all matters necessary to dispose of the claim.” (internal 

citation omitted)). Accordingly, the Court grants the Motion to Compel arbitration.5

IV. CONCLUSION 

Defendants’ Motion to Compel Arbitration (Dkt. 26) is granted. Defendants’ 

Motion to Dismiss (Dkt. 24) is denied without prejudice. Plaintiffs’ Motion to Certify 

Interim Class Counsel (Dkt. 62) is also denied without prejudice. The case is stayed 

pending the result of the arbitration. See Volkswagen of Am., Inc. v. Sud’s Of Peoria, 

Inc., 474 F.3d 966, 971 (7th Cir. 2007). The Parties are instructed to file a Joint Status 

Report within 14 days of the conclusion of the arbitration. 

SO ORDERED in No. 20-cv-05262. 

Date: May 19, 2022 

 JOHN F. KNESS 

 United States District Judge 

5 Also pending before the Court are Defendants’ Motion to Dismiss and Plaintiffs’ Motion 

to Appoint Interim Class Counsel. Those motions are denied without prejudice, with leave to 

refile should the arbitrator decide that any remaining claims are not arbitrable. See Chopper 

Trading LLC v. Allston Trading LLC, 2021 WL 3709188, at *1 (N.D. Ill. Aug. 20, 2021).

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