Alexander v. Lyft

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

MARCIA ALEXANDER, )
)
Plaintiff, )
v. )
) C.A. No. N24C-09-064 FJJ
LYFT, INC. and )
TYLIEF CHRISTOPHER, )
)
Defendants. )

Submitted: February 19, 2025
Decided: March 4, 2025

OPINION AND ORDER

Defendant Lyft, Inc.’s Motion to Dismiss Count II of Plaintiff’s Complaint
Pursuant to Superior Court Civil Rule 12(b)(1)
GRANTED

Jason D. Warren, Esquire, Shelsby & Leoni, Wilmington, Delaware, Attorneys
for Plaintiff, Marcia Alexander.

Sean Elman, Esquire and Christian J. Singewald, Esquire, White & Williams,
LLC, Wilmington, Delaware, Attorney for Defendant Lyft, Inc.

Jones, J.
On September 26, 2022, Plaintiff, Marcia Alexander (“Alexander”), was

driving for Lyft, Inc (“Lyft”) when she was attacked by Defendant, Tylief

Christopher (“Christopher”), who was a passenger in Alexander’s car. Alexander

has filed the instant Complaint1 which includes three counts. In Count I,

Alexander seeks an election of personal injuries over workman’s compensation

benefits against Lyft because Lyft did not provide workman’s compensation

insurance to her. Count II involves direct claims of negligence against Lyft.

Count III alleges claims against Christopher.

Lyft has moved to dismiss Count II arguing that the Court lacks subject

matter jurisdiction because the matter is subject to binding arbitration pursuant to

an arbitration agreement between Alexander and Lyft. Alexander opposes Lyft’s

motions. For the reasons stated herein, Lyft’s Motion to Dismiss is GRANTED.

STANDARD OF REVIEW

Lyft moves to dismiss based on Superior Court Civil Rule 12(b)(1), claiming

that the Court lacks subject matter jurisdiction over the claims in the Complaint. It

is well-settled in Delaware that the power to compel arbitration lies exclusively with

the Court of Chancery.2 This Court has held, however, that is has jurisdiction to

determine whether a valid and enforceable arbitration agreement exists for purposes

1
Docket Item (“D.I.”) 1.
2
10 Del. C. §5701.

2
of determining whether it has subject matter jurisdiction.3 In reviewing such a

motion, the Court may consider matters outside the pleadings, such as testimony

and affidavits.4

On a motion to dismiss under Rule 12(b)(1), the Court must accept every

well-pled allegation as true and draw all reasonable inferences in the non-movant’s

favor.5 A motion to dismiss should be denied unless it appears to a “reasonable

certainty” that the plaintiff would not be entitled to relief under any set of facts that

could be proved to support them.6

DISCUSSION

Both the Federal Arbitration Act (“FAA”)7 and Delaware’s Uniform

Arbitration Act8 recognize the validity and enforceability of agreements to settle

disputes through arbitration rather than by litigation in courts. The FAA

“establishes ‘a liberal federal policy favoring arbitration.’”9 Similarly, the public

policy of Delaware “favors resolution of disputes through arbitration.”10 The

3
Jones v. 810 Broom Street Operations, LLC, 2014 WL 1347746, at *1 (Del. Super. April 7, 2014); see also Aquila
of Delaware, Inc. v. Wilmington Trust Company, 2011 WL 4908406, at *1 (Del. Super. Oct. 10, 2011).
4
Cecilia Abernathy, et al. v. Brandywine Urology Consultants, P.A., 2021 WL 211144, at *1 (Del. Super. Jan. 21,
2021).
5
Donald H. Loudon, Jr., v. Archer-Daniels-Midland Co., et al., 700 A.2d 135, 140 (Del. 1997).
6
Id.
7
9 U.S.C. § 2.
8
10 Del. C. § 5701.
9
Epic Sys. Corp. v. Lewis, 584 U.S. 497, 506 (2017) (quoting Moses H. Cone Memorial Hospital v. Mercury
Const. Corp., 460 U.S. 1, 24 (1983)).
10
Graham v. State Farm Mut. Auto Ins. Co., 565 A.2d 908, 911 (Del. 1989) (citing Pettinaro Constr. Co. v.
Harry C. Partridge, Jr. & Sons, Inc., 408 A.2d 957, 961 (Del. Ch. 1979)).

3
Court’s first task is to determine whether a valid agreement to arbitrate existed

between Alexander and Lyft.

Under Delaware law, contract formation requires mutual assent, meaning a

complete meeting of the minds of the parties.11 No agreement to arbitrate exists

unless there is a clear expression of such an intent.12 Establishing a meeting of the

minds and mutual assent turns on the existence of “reasonable notice to each

contracting party of the contractual terms.”13

There seems little doubt that the parties agreed to binding arbitration. In

fact, Plaintiff makes no real argument to the contrary. The parties’ agreement

provides in relevant part:

(a) Agreement to Binding Arbitration Between You and
Lyft.
YOU AND LYFT MUTUALLY AGREE TO WAIVE
OUR RESPECTIVE RIGHTS TO RESOLUTION OF
DISPUTES IN A COURT OF LAW BY A JUDGE
OR JURY AND AGREE TO RESOLVE ANY
DISPUTE BY ARBITRATION, as set forth below.
This agreement to arbitrate (“Arbitration Agreement”)
is governed by the Federal Arbitration Act (“FAA”);
but if the FAA is inapplicable for any reason, then this
Arbitration Agreement is governed by the laws of the
State of Delaware, including Del. Code tit. 10, § 5701
et seq., without regard to choice of law principles. …
Except as expressly provided below, this Arbitration
Agreement applies to all Claims (defined below)
between you and Lyft,

11
United Health Alliance, LLC v. United Medical, LLC, 2913 WL 6383026, at *6 (Del. Ch. Nov. 27, 2013).
12
Id.
13
Payne v Samsung Electronics America, Inc. et al, 2024 WL 726907 (Del. Super.2024); Noble v. Samsung
Electronics America, Inc. 682 F. App’x. 113, 116 (3d. Cir. 2017)

4
…..

Except as expressly provided below, ALL DISPUTES
AND CLAIMS BETWEEN US (EACH A “CLAIM”
AND COLLECTIVELY, “CLAIMS”) SHALL BE
EXCLUSIVELY RESOLVED BY BINDING
ARBITRATION SOLELY BETWEEN YOU AND.
…..

BY AGREEING TO ARBITRATION, YOU
UNDERSTAND THAT YOU AND LYFT ARE
WAIVING THE RIGHT TO SUE IN COURT OR
HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT
AS EXPRESSLY OTHERWISE PROVIDED IN THIS
ARBITRATION AGREEMENT. This Arbitration
Agreement is intended to require arbitration of every
claim or dispute that can lawfully be arbitrated, except
for those claims and disputes which by the terms of this
Arbitration Agreement are expressly excluded from the
requirement to arbitrate.

(g) Exceptions to Arbitration.
This Arbitration Agreement shall not require arbitration
of the following types of claims:

(3) Claims for workers’ compensation, state disability
insurance and unemployment insurance benefits;14
It is clear that the parties intended any claim belonging to Alexander as to Lyft be

subject to binding arbitration absent one of the specific enumerated exceptions

outlined in the agreement which do not apply to Count II.

Having determined that there is an agreement between the parties regarding

binding arbitration, the question then becomes who decides what claims are within

14
D.I. 10, Exhibit (“Ex.”) 1, Lyft’s Terms of Service.

5
the scope of the arbitration agreement. The arbitration agreement at issue further

provides: “All disputes concerning the arbitrability of a Claim (including disputes

about the scope, applicability, enforceability, revocability or validity of the

Arbitration Agreement) shall be decided by the arbitrator.”15

The question of whether the parties agree to arbitrate is generally one for

the courts to decide and not for the arbitrators.16 However, because whether a

particular controversy is arbitrable is itself a type of controversy, parties can agree

to arbitrate that issue through a delegation agreement.17 Courts should not presume

that the parties agreed to arbitrate unless there is clear and unmistakable evidence

that they did so. When the parties’ contract delegates the arbitrability question to

an arbitrator, a court may not override the contract. In those circumstances, a court

possesses no power to decide the arbitrability issue.

A “clear and unmistakable intent to submit [substantive] arbitrability issues

to an arbitrator exists if an arbitration clause: (1) ‘incorporates a set of arbitration

rules that empower arbitrators to decide substantive arbitrability,’ and (2)

‘generally provides for arbitration of all disputes.’”18 “Satisfaction of the first

prong creates a heavy presumption that the parties intended to delegate substantive

15
Id.
16
BuzzFeed Media Enters., Inc. v. Anderson, 2024 WL 2187054 (Del. Ch. May 15, 2024); Fairstead Capital
Mgmt. LLC v. FCM Affordable LLC, 288 A.3d 729 (Del. Ch. 2023); James & Jackson, LLC v. Willie Gary, LLC,
906 A 2d 76, 79 (Del. 2006).
17
Id.
18
Buzzfeed Media Enters., Inc., 2024 WL 2187054, at *5 (quoting W. IP Comms., Inc v. Xactly Corp., 2014 WL
3032270, at *7 (Del. Super. June 25, 2014)).

6
arbitrability.”19 “The second prong asks whether that heavy presumption is

overcome because the parties did not agree to arbitrate generally all disputes.”20

“To maintain the presumption, an arbitration agreement does not need to delegate

all cases to arbitration; it must only generally provide for arbitration of all

disputes.”21 “An arbitration clause that sends to arbitration ‘any claim or

controversy arising out of or relating to this agreement . . . generally refers all

disputes to arbitration.’”22 Carveouts in the agreement for certain types of claims

do not necessarily negate the delegation presumption.23

The instant agreement between the parties contains a delegation clause

which is binding on the parties. The Agreement lays out the Rules” of the

Arbitration. As such, this Court has no jurisdiction to determine whether the

claims being asserted fall within the scope of the binding arbitration agreement.

That will be the job of the arbitrator.

Alexander maintains that one of the claims being made is for workman’s

compensation benefits and is excluded from binding arbitration under the parties’

agreement. It is apparent that Lyft agrees with this analysis as it has not moved to

dismiss Count I of the Complaint which is based on workman’s compensation.

19
BuzzFeed Media Enters., Inc., 2024 WL 2187054, at *5.
20
Id.
21
Id.
22
Id. (quoting Li v. Standard Fiber, LLC, 2013 WL 1286202, at *6 (Del. Ch. Mar. 28, 2013)).
23
BuzzFeed Media Enters., Inc. at *6.

7
Alexander further maintains that by submitting some claims to arbitration and

leaving some with this Court might lead to inconsistent results. I agree with

Alexander on this concern. However, like the situation in Antognoli v. Christiana

Care Health Services, Inc.,24 I am not writing on a clean slate. Delaware law on

arbitration and delegation agreements is clear. I must apply that law even if, as in

the instant case, leads to an impractical result.

This Court has no jurisdiction over Count II as explained herein. Therefore,

Count II of the complaint be and hereby is dismissed.

IT IS SO ORDERED.

/s/ Francis J. Jones, Jr.
Francis J. Jones, Jr., Judge

cc: File&ServeXpress

24
2023 WL 5441891 (Del. Super. Aug. 22, 2023)

8