M. v. VGW US, Inc. et al

1
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
__________________________________________
)
)
M.M., 	)
)
Plaintiff 	)
)
v. 	)
) 	Case No. 25-cv-10514-DJC
)
VGW US, INC., VGW HOLDINGS US, 	)
INC., and VGW LUCKYLAND, INC., 	)
)
Defendants. 	)
)
)
__________________________________________)
MEMORANDUM AND ORDER
CASPER, C.J. 	January 6, 2025
I. 	Introduction
Plaintiff M.M. (“M.M.”) has filed this lawsuit as a putative class action against Defendants
VGW US, Inc. (“VGW US”), VGW Holdings US, Inc. (“VGW Holdings US”) and VGW
Luckyland, Inc. (“VGW Luckyland”) (collectively, “VGW”) alleging violations of Mass. Gen. L.
c. 93A and 137 and asserting a claim for unjust enrichment.1 D. 1-2. VGW has moved to compel
arbitration and for a stay of the court proceedings pursuant to the Federal Arbitration Act (“FAA”),
1 On July 29, 2025, the Court ordered M.M. to file his true name under seal with the Court
and seek leave to proceed under a pseudonym. 	D. 27. 	M.M. then moved to proceed
pseudonymously, D. 28, which VGW opposed, D. 35. Although the Court is skeptical that M.M.
that anonymity would be warranted for the life of this litigation, the Court ALLOWS M.M.’s
motion, D. 28, because the Court ultimately agrees with VGW that M.M.’s claims must be resolved
in arbitration. If this case returns to the active docket, the Court may reconsider this matter on the
motion of either party.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 1 of 15

2
9 U.S.C. § 1 et seq., on the ground that the dispute is covered by arbitration agreements. D. 15.
For the reasons stated below, the Court ALLOWS VGW’s motion.
II. 	Standard of Review
When ruling on a motion to compel arbitration, the Court typically looks to “the complaint
and the record materials submitted in support of or opposition to the motion.” 	Air-Con, Inc. v.
Daikin Applied Latin Am., LLC, 21 F.4th 168, 171 n.1 (1st Cir. 2021). “[D]istrict courts should
apply the summary judgment standard to evaluate motions to compel arbitration under the FAA.”
Id. at 175. 	Accordingly, the Court “must construe the record in the light most favorable to the
non-moving party and draw all reasonable inferences in its favor.” 	Id.; Rodríguez-Rivera v.
Allscripts Healthcare Sols., Inc., 43 F.4th 150, 171 (1st Cir. 2022).
III. 	Factual Background
VGW develops and publishes “online casino-themed social games” including, as relevant
here, games on two platforms: Luckyland Slots and Chumba Casino. D. 1-8 ¶ 2; see D. 1-2 ¶¶ 81-
82. Caterina Cavallaro, Associate General Counsel of VGW’s parent company, attested that VGW
Luckyland owns and operates Luckyland Slots and that a nonparty affiliate of VGW, VGW Malta
Ltd., owns and operates Chumba Casino. D. 1-8 ¶ 3.
M.M. alleges that Luckyland Slots and Chumba Casino are illegal gambling websites, D. 1-
2 ¶ 1. 	M.M. further alleges that VGW “work[s] in conjunction with at least three other related
entities—VGW Malta Ltd., VGW Group, and VGW Games—and participate[s] and support[s]
operation of [Luckyland Slots and Chumba Casino] in the United States and processing U.S.
gambling winnings.” Id. ¶ 82. M.M. is domiciled in Rhode Island but has played Luckyland Slots
and Chumba Casino games while in Massachusetts. 	Id. ¶ 76. 	M.M. struggles with gambling
addiction and has “lost money” playing Luckyland Slots and Chumba Casino games “within the
last four years.” Id.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 2 of 15

3
To play games on either Luckyland Slots or Chumba Casino, a prospective user must first
register an account on the respective platform. D. 17 ¶ 7. At all relevant times, the initial account
registration page for Luckyland Slots displayed on the bottom, in white text on a dark background:
“No purchase necessary. By creating an account, you agree to the Terms of Service and privacy
policy. By signing up, you also agree to receive emails from LuckyLand Slots.” Id. ¶¶ 12-13. A
webpage containing the Terms of Service (“Luckyland Terms”) was hyperlinked, and the text
“Terms of Service” appeared in blue font. Id. The final account registration page for Luckyland
Slots required a prospective user to click a circle next to the following message, in relevant part:
“I confirm the following: I am at least 18 years old; I have read the Terms of Service.” Id. ¶¶ 14-
15. 	The hyperlinked words “Terms of Service” appeared in green, underlined font on a blue
background, and clicking the hyperlink directed a prospective user to a webpage containing the
Luckyland Terms. 	Id. 	At all relevant times, the account registration page for Chumba Casino
required a prospective user to click a checkbox next to the following message, in relevant part: “I
confirm the following: I am at least 18 years old; I agree to the Terms of Use and Privacy Policy.”
Id. ¶¶ 19-20. The hyperlinked words “Terms of Use” appeared on the registration page in white,
bold, underlined font on a black background, and clicking the hyperlink directed a prospective user
to a webpage containing the Terms and Conditions (“Chumba Terms”). Id. Whenever Luckyland
Slots and Chumba Casino update their respective terms of service (together, the “Terms”), a user
“must confirm his or her acceptance of all material updates to the terms” to continue to access
games. Id. ¶ 9.
Each of the Terms includes a section titled “Dispute Resolution and Agreement to Arbitrate
on an Individual Basis” (the “Arbitration Agreements”). D. 17-1 § 24 (emphasis deleted); D. 17-
2 § 24 (emphasis deleted). The Arbitration Agreements provide, in relevant part:
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 3 of 15

4
By agreeing to these Terms of Service, and to the extent permitted by applicable
law, you and VGW Group agree that any and all past, present and future disputes,
claims or causes of action between you and VGW Group arising out of or relating
to these Terms of Service, the Platform and Games, the formation of these Terms
of Service or any other dispute between you and VGW Group or any of VGW
Group’s licensors, distributors, suppliers or agents, and whether arising prior to or
after your agreement to this clause 24, (collectively, “Dispute(s)”) will be governed
by the procedure outlined below. 	You and VGW Group further agree that any
arbitration pursuant to this clause 24 shall not proceed as a class, group or
representative action.
. . . .
We Both Agree to Arbitrate. By agreeing to these Terms of Service, and to the
extent permitted by applicable law, you and VGW Group each and both agree to
resolve any Disputes – including any Dispute concerning the enforceability,
validity, scope or severability of this agreement to arbitrate – through final and
binding arbitration as discussed herein.
. . . .
Arbitration Procedures and Fees. 	You and VGW Group agree that JAMS
(“JAMS”) will administer the arbitration under its Streamlined Rules in effect at
the time arbitration is sought (“JAMS Rules”). 	Those rules are available at
www.jamsadr.com.
D. 17-1 § 24 (emphases in original); D. 17-2 § 24 (replacing “Terms of Service” with “Terms and
Conditions”).
These versions of the Terms were in effect when M.M. last engaged with Luckyland Slots
and Chumba Casino.2 	D. 17 ¶¶ 16, 21. 	Moreover, “[t]he Terms have at all relevant times
contained identical class action waivers and arbitration agreements requiring users to arbitrate their
disputes with [VGW] on an individual basis, unless they timely opt out of the arbitration
agreement.” Id. ¶ 10. M.M. “could not have played or made purchases on either platform unless
he affirmatively accepted the” Terms. Id. ¶ 11.
2 While M.M. did not disclose his identity to VGW before VGW filed its motion to compel,
D. 17 ¶ 11, his counsel has represented that M.M. last played on Chumba Casino on January 2,
2025, and last played on Luckyland Slots “around the same time.” D. 18-1 at 2-3.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 4 of 15

5
IV. 	Procedural History
M.M. initially filed this action in Suffolk Superior Court on January 8, 2025, on behalf of
himself and a proposed class. D. 1-2. On March 4, 2025, VGW removed the case to this Court.
D. 1. VGW now has moved to compel arbitration and stay the case. D. 15. The Court heard the
parties on the pending motion and took the matter under advisement. D. 32.
V. 	Discussion
The 	“FAA 	compels 	judicial 	enforcement 	of 	a 	wide 	range 	of 	written 	arbitration
agreements.” Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 111 (2001). The purpose of the
Act is to put arbitration agreements on the “same footing as other contracts.” Scherk v. Alberto-
Culver Co., 417 U.S. 506, 510-11 (1974) (quoting H.R. Rep. No. 68-96, at 1 (1924)). Accordingly,
under the FAA, a “written provision in any . . . contract . . . to settle by arbitration a controversy
thereafter arising out of such contract . . . 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. “[T]he
FAA was designed to promote arbitration,” AT&T Mobility LLC v. Concepcion, 563 U.S. 333,
345 (2011), and “[s]ection 2 embodies the national policy favoring arbitration.” Buckeye Check
Cashing, Inc. v. Cardegna, 546 U.S. 440, 443 (2006).
A “party who is seeking to compel arbitration must demonstrate ‘that a valid agreement to
arbitrate exists, that the movant is entitled to invoke the arbitration clause, that the other party is
bound by that clause, and that the claim asserted comes within the clause’s scope.’” 	Soto-
Fonalledas v. Ritz-Carlton San Juan Hotel Spa & Casino, 640 F.3d 471, 474 (1st Cir. 2011)
(quoting Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 638 F.3d 367, 375 (1st Cir. 2011)).3
3 M.M. alleges he “has no contract with [VGW] and neither [sic] are identified in the
websites’ Terms and Conditions as third party beneficiaries,” D. 1-2 ¶ 63, but he has not otherwise
advanced this argument in response to VGW’s motion. 	See generally D. 19; D. 26. 	VGW
Holdings US and VGW Luckyland are parties to the Luckyland Terms, D. 17-1 § 1 at 4, and it is
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 5 of 15

6
Where “there is a clear and unmistakable delegation of arbitrability issues,” however, the Court’s
inquiry is more limited. See Bossé v. N.Y. Life Ins. Co., 992 F.3d 20, 28 (1st Cir. 2021) (citing
Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63, 69 (2019)). “Under this framework,
a court has a somewhat straightforward task when presented with a ‘delegation clause’ -- an
agreement to submit to arbitration those issues relating to the scope, validity, and enforceability of
an arbitration agreement.” Toth v. Everly Well, Inc., 118 F.4th 403, 410 (1st Cir. 2024). If there
is a valid delegation agreement between the parties, “the FAA compels courts to send the entire
at least arguably that VGW US counts as one of the “related parties” referenced in the same term.
Id. It is less clear whether any defendant entity is a party to the Chumba Terms. VGW argues
each defendant entity may invoke the Arbitration Agreements because (1) the parties delegated
any non-signatory issue to an arbitrator, (2) the entities are parties to the Terms or (3) M.M. should
be estopped from avoiding arbitration with VGW. D. 16 at 11-13. The Court agrees VGW can
invoke the Arbitration Agreements based, at least, on the doctrine of equitable estoppel. 	That
doctrine enables a non-signatory to compel arbitration where (1) the signatory must rely on the
terms of the agreement in asserting its claims against the non-signatory or (2) a signatory raises
allegations of substantially interdependent and concerted misconduct by both the non-signatory
and one or more of the signatories. Steel-Rogers v. Glob. Life Sci. Sols. USA, LLC, 624 F. Supp.
3d 10, 17 (D. Mass. 2022); see D. 16 at 13.
To assess whether M.M. has advanced sufficient allegations of concerted misconduct, the
Court looks to the complaint. Machado v. System4 LLC, 471 Mass. 204, 215 (2015). M.M. refers
to the defendant entities collectively. 	See generally D. 1-2. 	M.M. also alleges the defendant
entities “work in conjunction with at least three other related entities—VGW Malta Ltd., VGW
Group, and VGW Games—and participate and support operation of the websites in the United
States and processing U.S. gambling winnings.” Id. ¶ 82. Although VGW Malta Ltd. and VGW
Games are not defendants, they are parties to the Chumba Terms. 	D. 17-2 § 1 at 4; see Steel-
Rogers, 624 F. Supp. 3d at 12, 19 (allowing non-signatory defendant to compel arbitration with
signatory plaintiff). Accordingly, as M.M. “fail[s] to distinguish between defendants,” the Court
concludes he has alleged interdependent and concerted misconduct and is estopped from avoiding
arbitration with VGW. See Tissera v. NRT New England, 438 F. Supp. 3d 115, 123 (D. Mass.
2020); Machado, 471 Mass. at 215-16.
The Court also notes that the Terms identify each defendant entity as a “Payment
Administration Agent” and state that such agent “will have the same rights, powers and privileges
that we have under these Terms of Service and will be entitled to exercise or enforce their rights,
powers and privileges as our agent or in their own name.” D. 17-1 §§ 1, 8.21; D. 17-2 §§ 1, 8.21
(replacing “Terms of Service” with “Terms and Conditions”).
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 6 of 15

7
action to arbitration” unless the party opposing arbitration successfully challenges “the formation
of the contract or the specific validity of the delegation provision.” See id.
A. 	VGW Has Shown the Formation Requirements Were Met
The party seeking to compel arbitration bears the burden of proving that the parties have
formed an agreement. Air-Con, 21 F.4th at 173. The Court applies state contract law to determine
whether an arbitration agreement exists. Id. at 174. Challenges to formation can include a claim
that “one of the essential elements (offer, acceptance, and consideration) is missing” or that “one
party never agreed to the terms of the contract, that a signatory did not possess the authority to
commit the principal, or that the signor lacked the mental capacity to assent.” Nat’l Fed’n of the
Blind v. Container Store, Inc., 904 F.3d 70, 81 (1st Cir. 2018).
The Terms each include a choice-of-law provision stating that Delaware law governs their
interpretation with the exception of the Arbitration Agreements, which purport to be governed by
the FAA. 	D. 17-1 §§ 24, 25.14; D. 17-2 §§ 24, 25.14. 	M.M. argues that the Terms should be
construed under Massachusetts law despite the choice-of-law provisions and that “the result would
be the same” under either Massachusetts or Delaware law. 	D. 19 at 24-26. 	VGW cites
Massachusetts law in its motion, D. 16 at 9-13, and does not respond to M.M.’s choice-of-law
argument in its reply, D. 23. Where the parties analyze the Terms under Massachusetts law (and
do not suggest a different outcome under Delaware law), the Court does so as well here.
1. 	M.M. Challenges Validity Rather than Formation
As an initial matter, M.M. argues that the alleged illegality of the Terms is a formation
issue that the Court, rather than an arbitrator, must decide because it goes to the element of
consideration. 	D. 19 at 18-19. 	The Court disagrees. 	First, M.M. argues legality must be a
formation issue because a court will treat a contract for an illegal purpose “as if it had never been
made.” 	Id. at 19 (quoting United States v. Mardirosian, 602 F.3d 1, 7 (1st Cir. 2010)). 	This
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 7 of 15

8
language originates in Massachusetts Municipal Wholesale Electric Co. v. Town of Danvers, 411
Mass. 39 (1991): “When adjudicating rights between parties to a contract that is void ab initio,
courts treat that contract as if it had never been made.” Id. at 55. M.M.’s reading, however, is
undermined by the language that immediately follows: “Such treatment is, of course, a legal
fiction. In reality, an agreement, under which the parties performed, did exist prior to the court’s
decision that it is void. The legal fiction of voiding ab initio, therefore, is applied only with the
view of accomplishing justice or effectuating public policy.” 	Id. (citations omitted). 	M.M.’s
characterization of legality is foreclosed by the Supreme Court’s decision in Buckeye. 	The
Buckeye Court, faced with a contract purportedly void as illegal, reiterated that a challenge to the
validity of a contract as a whole “must go to the arbitrator,” even if this results in a court
“enforc[ing] an arbitration agreement in a contract that the arbitrator later finds to be void.”
Buckeye, 546 U.S. at 448-49. M.M. asserts that “[n]either [Prima Paint Corp. v. Flood & Conklin
Manufacturing Co., 388 U.S. 395 (1967),] or Buckeye involved a dispute over . . . void contracts.”
D. 19 at 21. This argument ignores that Buckeye, citing Prima Paint, expressly rejected the lower
court’s “reli[ance] on the distinction between void and voidable contracts” under state law. See
Buckeye, 546 U.S. at 446. M.M.’s argument that “in this Circuit, courts distinguish between void
and voidable contracts,” D. 19 at 24, fares no better: “[a]s a matter of federal law, [an] arbitration
clause is unaffected even if the substance of the contract is otherwise void or voidable.” Sleeper
Farms v. Agway, Inc., 506 F.3d 98, 103 (1st Cir. 2007). The First Circuit has expressly recognized
that unlike a formation challenge, “a challenge to validity requires consideration of the
enforceability of [an] agreement and if it is void or voidable.” Nat’l Fed’n of the Blind, 904 F.3d
at 81.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 8 of 15

9
Second, M.M. cites two Massachusetts cases for the proposition that “[i]f all or part of the
consideration [for a contract] is illegal, then that element of contract formation is missing.” D. 19
at 19. In Wolff v. Perkins, 254 Mass. 10 (1925), the Supreme Judicial Court explained that a note
based upon illegal consideration was void as “against public policy.” Id. at 12. The Massachusetts
Appeals Court in Hastings Associates, Inc. v. Local 369 Building Fund, Inc., 42 Mass. App. Ct.
162 (1997), similarly reaffirmed the general rule that illegal contracts are void on public policy
grounds. Id. at 173-79. Neither case stands for the proposition that illegality is a formation rather
than validity issue, and M.M. himself argues that wagering contracts are void on public policy
grounds. See D. 19 at 17. A reasonable reading is that these cases are addressing validity rather
than formation. 	See, e.g., O’Donnell v. Bane, 385 Mass. 114, 116 n.1 (1982) (recognizing that
“the real question is whether [a] promise is unenforceable on the grounds of public policy and not
whether the promise is in some respect ‘illegal’”); T.F. v. B.L., 442 Mass. 522, 527-28 (2004)
(explaining that judge’s “permissible” finding that there was implied “parenthood” contract did
not answer question of “whether the court [could] enforce” contract on public policy grounds); 4
Myers v. Meinrath, 101 Mass. 366, 367 (1869) (noting that illegal contracts “are not altogether
inoperative” as they “may be executed by the parties, and then the same principle of public policy
which leads courts to refuse [to enforce them] will prevent the court from acting to relieve either
party from the consequences”); Mardirosian, 602 F.3d at 7 (recognizing that under federal and
Massachusetts case law, “contracts for illegal purposes are void as a matter of public policy”); see
also Epic Sys. Corp. v. Lewis, 584 U.S. 497, 525-26 (2018) (Thomas, J., concurring) (noting that
4 M.M. cites T.F. to suggest the severability principle is inapplicable here, D. 26 at 3, but
this is unavailing. The Supreme Judicial Court specifically explained that its “authority to enforce
the lawful portion of an otherwise illegal contract depends on whether that portion is severable
from the larger agreement.” T.F., 442 Mass. at 530. Valid arbitration agreements are severable
from otherwise void contracts “[a]s a matter of federal law.” Sleeper Farms, 506 F.3d at 103.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 9 of 15

10
illegality is public policy defense rather than formation defect); Ferrandino & Son Inc. v. WMG
Dev. LLC, No. 6:23-cv-00679, 2023 WL 3985520, at *4 (W.D. La. June 13, 2023) (opining that
“state law cannot overcome the federal severability doctrine merely by characterizing an illegality
defense as a question of contract formation”).
2. 	M.M. Assented to the Terms
Even construing M.M.’s challenge as one to formation, the Court concludes VGW has
demonstrated that the parties formed agreements through the Terms. 	To “determine whether
parties have formed a valid contract, Massachusetts courts apply a reasonableness test” that
requires reasonable notice and reasonable manifestation of assent to a contract’s terms. Toth, 118
F.4th at 410. 	VGW presented the Arbitration Agreements to M.M. as part of “clickwrap”
agreements, which “require[] a user to affirmatively accept [the] terms by clicking a checkbox but
do[] not require the user to view or scroll through those terms.” 	Id. at 411. 	VGW has met its
burden of demonstrating that, for purposes of resolving the present motion, the parties formed an
agreement to arbitrate.
VGW may show that M.M. had either actual or reasonable notice of the Terms. Good v.
Uber Techs., Inc., 494 Mass. 116, 127 (2024). At a minimum, M.M. had reasonable notice. M.M.
does not argue otherwise. 	See generally D. 19; D. 26. 	The Court evaluates reasonable notice
based on the totality of the circumstances including (1) the nature and size of the transaction,
(2) the interface and form of the contract and (3) whether the notice conveys the full scope of the
terms and conditions. Good, 494 Mass. at 128. First, with respect to the “nature and size of the
transaction,” a reasonably prudent consumer may not realize that registering for free accounts to
play games on Luckyland Slots and Chumba Casino would “be accompanied by extensive
contractual conditions.” 	See id. at 129. 	Second, however, the Luckyland Slots and Chumba
Casino account registration interfaces “focused the reasonably prudent consumer on the terms
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 10 of 15

11
being offered” for the use of the platforms. See id. at 130. On both platforms, a prospective user
would have been informed that by creating an account, he agreed to the relevant Terms. 	D. 17
¶¶ 12, 14, 19; see Good, 494 Mass. at 130. The interfaces “conveyed that the terms were readily
available through a hyperlink,” Good, 494 Mass. at 133, and displayed the hyperlinks in a
contrasting font color or underlined, D. 17 ¶¶ 14, 15, 19, 20. 	The registration interfaces
encouraged a prospective user to review the respective Terms by requiring the user to click a box
affirming he had done so. See Good, 494 Mass. at 132; D. 17 ¶¶ 14, 15, 19. Finally, because the
Luckyland Slots and Chumba Casino account registration interfaces expressly communicated the
respective Terms and conspicuously linked them, D. 17 ¶¶ 13, 20, VGW’s notice conveyed the
full scope of the Terms. 	See Good, 494 Mass. at 139. 	Additionally, any user who registered
accounts on the platforms prior to September 16, 2024, would have been presented with pop-ups
when the relevant Terms went into effect requiring that the user affirmatively agree to the updated,
hyperlinked Terms before he could continue using the platforms. D. 17 ¶¶ 18, 23.5 Based on the
totality of the circumstances, the Court concludes that M.M. had reasonable notice of the Terms.
See Good, 494 Mass. at 139; see also Fair Gaming Advocs. MA LLC v. VGW Holdings Ltd., No.
2384-CV-02451, 2024 WL 5279408, at *1 (Mass. Super. Ct. Dec. 12, 2024) (noting that “the
features for agreeing to [the Terms] were at least as clear and thorough as those that Massachusetts
and federal courts have upheld in other cases”).
In evaluating reasonable manifestation of assent, the Court considers the connection
between the action manifesting assent and the Terms. Good, 494 Mass. at 142. Here, to create an
account on Luckyland Slots, M.M. first encountered a registration page that included: 	“[b]y
5 M.M. alleges he “lost money” on the platforms “within the last four years,” D. 1-2 ¶ 76,
but has not identified when he registered his accounts.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 11 of 15

12
creating an account you agree to the Terms of Service and privacy policy.” D. 17 ¶¶ 12-13. M.M.
had to click “Create New Account” to advance in the registration process. 	Id. 	To finalize his
account registration, M.M. had to check a box confirming that he had reviewed the hyperlinked
Luckyland Terms before separately clicking “Create Account.” Id. ¶¶ 14-15. The first page in the
registration process had already warned M.M. that “creating an account” indicated his acceptance
of the hyperlinked Luckyland Terms and had required him to click “Create New Account.” See
id. ¶¶ 12-15; cf. Kauders v. Uber Techs., Inc., 486 Mass. 557, 580 (2021) (noting that “DONE” is
“less clear than[] other affirmative language such as ‘I agree’” and does not signify either account
creation or acceptance of terms and conditions). 	On the Chumba Casino platform, M.M. was
required to check a box confirming that he “agree[d] to the Terms of Use,” which were
hyperlinked, before he could create an account. D. 17 ¶¶ 19-20. And to the extent M.M.’s account
creation predated September 16, 2024, he was required to affirmatively “agree to” the relevant,
hyperlinked Terms when they became available before he could continue his use. Id. ¶¶ 9, 18, 25.
The Court, therefore, concludes that M.M. reasonably manifested his assent to the Terms. 	See
Good, 494 Mass. at 143.
3. 	The Agreements Are Supported by Consideration
Moreover, as to formation, there was consideration for the agreements here. 	M.M.
received, at least, access to the Luckyland Slots and Chumba Casino platforms in exchange for his
assent to the Terms. See Doe v. Trs. of Bos. Coll., 892 F.3d 67, 89 (1st Cir. 2018) (explaining that
consideration requires detriment to promisee or corresponding benefit to promisor); D. 17-1 § 4
(granting limited license to access Luckyland Slots); D. 17-2 § 4 (granting limited license to access
Chumba Casino). Moreover, mutual promises to arbitrate are considered adequate consideration.
Bourque v. Rollins, Inc., 764 F. Supp. 3d 11, 18 (D. Mass. 2025); see Toth, 118 F.4th at 413 n.6.
VGW has met its burden.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 12 of 15

13
B. 	The Delegation Provisions Are Valid
“[I]t is a mainstay of the [FAA’s] substantive law that attacks on the validity of [a] contract,
as distinct from attacks on the validity of the arbitration clause itself, are to be resolved ‘by the
arbitrator in the first instance, not by a federal or state court.’” Nitro-Lift Techs., L.L.C. v. Howard,
568 U.S. 17, 20-21 (2012) (per curiam) (quoting Preston v. Ferrer, 552 U.S. 346, 349 (2008)). In
turn, where the parties delegate determination of the arbitration agreement’s validity to the
arbitrator, a party is limited to challenging the delegation provision itself in court. Toth, 118 F.4th
at 410. Here, it is undisputed that the Arbitration Agreements contain broad delegation provisions
requiring the parties to arbitrate issues related to “the enforceability, validity, scope or severability
of” the Arbitration Agreements themselves. D. 17-1 § 24.2; D. 17-2 § 24.2. The parties dispute
whether M.M. has challenged the delegation provisions. VGW argues that he has not, and that the
arbitrator must decide M.M.’s challenge to the validity of the Terms as a whole. D. 16 at 13; D. 23
at 2-8. M.M. responds that he has challenged the specific validity of the Arbitration Agreements
and delegation provisions. D. 26 at 2-3.
Assuming arguendo that M.M. has challenged the delegation provisions of the Arbitration
Agreements, the Court nevertheless concludes that his challenge fails. 	M.M. argues that the
Arbitration Agreements are not severable from the Terms “because [each] arbitration provision is
itself premised on illegal gambling consideration.” D. 19 at 8 (emphasis in original); see id. at 20-
21. 	But as the Court has already noted, “a mutual promise to arbitrate constitutes effective
consideration,” and the First Circuit has explained that this is the very reason “an arbitration
agreement can be severed from an otherwise ineffectual contract.” 	See Toth, 118 F.4th at 409.
While this Court is not bound by the Alabama Supreme Court’s decision in Macon County
Greyhound Park, Inc. v. Hoffman, 226 So. 3d 152 (Ala. 2016), a case M.M. relies upon to support
this argument, D. 19 at 20, on this point it offers a useful comparison. M.M. selectively quotes the
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 13 of 15

14
court’s explanation that “the consideration for [the relevant] agreement to arbitrate [was] the ability
to participate in an electronic-bingo game,” rendering the arbitration agreement at issue itself void.
Hoffman, 226 So. 3d at 167; D. 19 at 20. While M.M. argues that “[t]he same reasoning applies
here,” D. 19 at 20, he ignores that the court there noted that it was “undisputed” that the underlying
agreements were “gambling contracts” that the court had “repeatedly held” to be illegal under
Alabama law, Hoffman, 226 So. 3d at 168-69, and that it was analyzing an “arbitration clause in
the official bingo rules,” which specifically required the parties to arbitrate disputes “[a]s a
condition of participating in any bingo game.” Id. at 167 (emphasis in original). Here, the parties
here contest legality and the Terms of the arbitration clauses do not contain the same language.
D. 17-1 § 24.2; D. 17-2 § 24.2. 	As the delegation provisions in the Terms are valid, the parties
will still litigate M.M.’s other validity challenges—they will simply do so before an arbitrator,
pursuant to their agreements. See, e.g., M.M. et al. v. Sweepsteakes Ltd., No. 25-cv-11481-RGS,
at 4 (D. Mass. Nov. 20, 2025).6
C. 	VGW’s Requested Relief
VGW requests that the Court stay this action pending arbitration. D. 15 at 1; D. 16 at 15.
“When a district court finds that a lawsuit involves an arbitrable dispute, and a party requests a
stay pending arbitration, § 3 of the FAA compels the court to stay the proceeding.” 	Smith v.
Spizzirri, 601 U.S. 472, 478 (2024). Accordingly, the Court will stay the case.
6 M.M. requests that the Court “permit limited discovery on the illegality issue and set an
evidentiary hearing.” D. 19 at 27. A hearing under section 4 of the FAA “is required only if there
is a genuine issue of material fact for which a hearing would be necessary.” Marks 3 Zet-Ernst
Marks GmBh & Co. KG v. Presstek, Inc., 455 F.3d 7, 15 (1st Cir. 2006). 	Moreover, any such
hearing must be limited “to the question of whether the parties agreed to arbitrate.” Air-Con, 21
F.4th at 175. For the reasons stated above, an evidentiary hearing is not warranted here.
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 14 of 15

15
VI. 	Conclusion
For the foregoing reasons, the Court ALLOWS VGW’s motion to compel arbitration,
D. 15, and stays the proceedings pending the arbitration.
So Ordered.
/s Denise J. Casper
Chief United States District Judge
Case 1:25-cv-10514-DJC Document 37 Filed 01/06/26 Page 15 of 15