WILLIAMS v. GOLDMAN SACHS BANK USA, SALT LAKE CITY BRANCH et al

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IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
MALAIKA WILLIAMS,
Plaintiff,
v.
GOLDMAN SACHS BANK USA, et al.
Defendants.
CIVIL ACTION
NO. 26-1368
Pappert, J. 	October 14, 2026
MEMORANDUM
Pro se Plaintiff Malaika Williams sued Goldman Sachs Bank USA for
reducing the credit limit on her Apple Card. After Williams amended her complaint
twice, Goldman moved to compel arbitration and seeks to stay the case. The Court
grants Goldman’s motion, compels arbitration and stays these proceedings while
the parties arbitrate Williams’ claims.
I
In September of 2025, Maliaka Williams opened an Apple Card account with
Goldman Sachs. (SAC ¶ 15, Dkt. No. 31.) Goldman issued her an initial credit limit
of $4,500, (id.), and she purportedly never defaulted or paid late, see (id. ¶ 41). On
January 8, 2026, Williams received an email from Apple Card Support informing
her that “Goldman Sachs Bank USA has reviewed your account and decreased your
Apple Card credit limit to $500.00.” (Jan. 8, 2026, E-Mail from Apple to Williams at
3, Mot. Ex. A, Dkt. No. 25-2.) The e-mail stated that Goldman received Williams’
credit score from TransUnion Consumer Solutions, which showed she opened too
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many installment accounts and “significant[ly] increase[d]” activity on previously
inactive accounts. (Id.) Other parts of the email listed Goldman’s insignia, address,
antidiscrimination notice and involvement with Apple Card. (Id. at 3–5.)
Williams sued Goldman and JPMorgan Chase Bank, N.A. in March 2026 for
alleged violations of federal and state law. (Compl. ¶ 1, Dkt. No. 2.) In May of
2026, Goldman answered Williams’ complaint and asserted several affirmative
defenses, including that “Plaintiff’s claims may be subject to binding arbitration
pursuant to a valid and binding arbitration agreement[.]” (Goldman’s Answer at
10, Dkt. No. 26.) In late May, the Court dismissed the claims against Chase with
prejudice. (Mem. Order, Dkt. No. 30.) On June 12, 2026, Goldman moved to compel
arbitration and stay this action. (Mot. to Compel, Dkt. No. 32.)
II
Courts evaluate motions to compel arbitration under either the Rule 12(b)(6)
motion to dismiss standard or the summary judgment standard under Rule 56.
Guidotti v. Legal Helpers Debt Resol., L.L.C., 716 F.3d 764, 776 (3d Cir. 2013). If it
is “apparent, based on the face of a complaint, and documents relied upon in the
complaint, that certain of a party’s claims are subject to an arbitration clause, a
motion to compel arbitration should be considered under a Rule 12(b)(6) standard
without discovery’s delay.” Id. (internal quotation marks and citation omitted). But
if the complaint and related documents do “not set forth clearly that the claims are
subject to an arbitration agreement, or if the plaintiff rebuts the motion to compel
with reliable evidence that is more than a naked assertion that it did not intend to
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be bound by the arbitration agreement, then the court shall apply the Rule 56
standard.” Young v. Experian Info. Sols., Inc., 119 F.4th 314, 319 (3d Cir. 2024)
(quoting Guidotti, 716 F.3d at 774) (cleaned up).
The Court considers Goldman’s motion under the 12(b)(6) standard.
Williams alleges that she entered into the Apple Card Customer Agreement (“the
Agreement”) when she opened her account in September of 2025, (SAC ¶ 15), but
denies that it contains, or at least that she assented to, an arbitration provision,
(Pl.’s Reply to Def.’s Mot. to Compel Arbitration at 2, 6, Dkt. No. 39). But Williams
attached excerpts of the Agreement to her motion for leave to file a second amended
complaint. (Williams’ Exhibits at 126-127, Ex. H, Dkt. No. 25-2.) She there
provides a hyperlink to the full Credit Agreement that she says “governs Plaintiff’s
Apple Card account.”1 (Id. at 126.) That Agreement contains an arbitration
provision, id., and documents not specifically referenced in the complaint may be
considered under the Rule 12(b)(6) standard when they are “integral” to the
complaint, In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir.
1997). Williams’ “contractual rights under the Apple Card Customer Agreement”
are integral to her Second Amended Complaint, (SAC ¶ 52), and the Agreement’s
Arbitration Provision is apparent from the complaint and the documents it relies
upon, Guidotti, 716 F.3d at 776.
1 Found at www.goldmansachs.com/terms-and-conditions/Apple-Card-Customer-Agreement.pdf. The
fact that she omitted “www.” in her hyperlink does not obscure the source to which she refers.
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Williams contends that limited discovery is needed on the issue of
arbitrability because she and Goldman rely on different versions of the Agreement.
(Pl.’s Reply to Def.’s Mot. to Compel Arbitration at 8.) But both are substantially
identical. (Compare Williams’ Exhibits at 126 (Ex. H Hyperlinked Source) with
Agreement, Dkt. No. 32-4). Each have the same substantive provisions and
Arbitration Provision but contain different annual percentage rates, which are
irrelevant here. Id. This single difference does not provide “reliable evidence . . .
that [Williams] did not intend to be bound by the arbitration agreement” that she
relied upon in her complaint and supporting documents. Young, 119 F.4th at 319.
III
Before compelling arbitration, a court must determine whether a valid
agreement to arbitrate exists and if the dispute falls within the scope of the
agreement. Kirleis v. Dickie, McCamey & Chilcote, P.C., 560 F.3d 156, 160 (3d Cir.
2009); see also Young, 119 F.4th at 319–20.
A
The Agreement and its Arbitration Provision are valid. The Federal
Arbitration Act enables federal judges to enforce contracts to arbitrate only after
they “hear the parties” and are “satisfied that the making of the agreement for
arbitration . . . is not in issue[.]” 9 U.S.C. § 4. This “affirmatively requires” a court
to inquire into the formation of arbitration agreements, “namely the element of
mutual assent.” MZM Constr. Co., Inc. v. New Jersey Bldg. Laborers Statewide
Benefit Funds, 974 F.3d 386, 398 (3d Cir. 2020); see also Sandvik AB v. Advent Int’l
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Corp., 220 F.3d 99, 108-9 (3d Cir. 2000). And state contract law governs whether
parties agreed to arbitrate. First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938,
944 (1995).
The Agreement’s choice-of-law provision states that it “will be governed by
and construed in accordance with federal law and any applicable laws of the State
of Utah[.]” (Agreement at 16.) Under Utah law:
A credit agreement is binding and enforceable without any signature by the
party to be charged if: (i) the debtor is provided with a written copy of the
terms of the agreement; (ii) the agreement provides that any use of the credit
offered shall constitute acceptance of those terms; and (iii) after the debtor
receives the agreement, the debtor, or a person authorized by the debtor,
requests funds pursuant to the credit agreement or otherwise uses the credit
offered.
Utah Code Ann. § 25-5-4(2)(e). Pursuant to subsection (ii), Utah courts have found
that the use of a credit card following the receipt of the agreement constitutes
acceptance. See MBNA Am. Bank, N.A. v. Goodman, 140 P.3d 589, 592 (Utah Ct.
App. 2006); Cap. One Bank (USA), NA v. Wilkerson, 2009 UT App 333 (2009).
The Agreement between Williams and Goldman states that “[b]y accepting,
using or permitting others to use your Apple Card Account or adding your Card to
Apple Wallet, you are agreeing to be bound by this ‘Agreement,’ which includes this
Apple Card Customer Agreement[.]” (Agreement at 3.) Williams “used the Apple
Card,” (SAC ¶ 18), and her complaint relies solely upon the “January 8, 2026[,]
adverse action on the Apple Card” that reduced her credit limit “from approximately
$4,500.00 to $500.00,” (Id. ¶26).
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Williams assented to the Agreement and its Arbitration Provision. When an
arbitration clause is embedded within a larger contract to which a party has
assented, specific assent to the arbitration clause itself is unnecessary. Sandvik AB
v. Advent Int’l Corp., 220 F.3d 99, 108 (3d Cir. 2000); see also Harris v. Green Tree
Fin. Corp., 183 F.3d 173, 180-81 (3d Cir. 1999). The Agreement that Williams says
binds her includes an “Arbitration Provision” that directs signatories to “PLEASE
READ. . . CAREFULLY” because it “contains important information that affects
your legal rights.” (Credit Agreement at 19.) It also states that “[c]redit is being
extended to you and you are being provided access to and use of your Account on the
basis of the inclusion of the following arbitration provision” and that “accepting this
Agreement or using your Account” constitutes a waiver of rights to participate in a
class action, and that a party “knowingly and voluntarily” waives her right to a jury
trial “on all Claims subject to this Agreement.” (Id.)
The Arbitration Provision also states that Williams may reject it within “90
days after the opening of [her] account.” (Id.) Williams concedes that she did not
reject the Provision and disclaims she ever knew that it applied to her account.
(Williams’ Reply at 6, Dkt. No. 39; see also Plaintiff’s Declaration ¶ 6, Dkt. No. 33-
1.) But a party cannot sign a “contract and thereafter assert ignorance or failure to
read the contract as a defense.” John Call Eng’g, Inc. v. Manti City Corp., 743 P.2d
1205, 1208 (Utah 1987); see also Mackley v. Openshaw, 456 P.3d 742, 749 (Utah
2019) (same).
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B
If an arbitration agreement is valid, an “order to arbitrate the particular
grievance should not be denied unless it may be said with positive assurance that
the arbitration clause is not susceptible of an interpretation that covers the asserted
dispute.” AT&T Techs., Inc. v. Commc’ns Workers of Am., 475 U.S. 643, 650 (1986).
State law “serves as the baseline for ascertaining an arbitration clause’s scope,
notwithstanding the fact that federal law may also, under certain circumstances,
have a role to play.” In re Remicade (Direct Purchaser) Antitrust Litig., 938 F.3d
515, 521 (3d Cir. 2019); see also Moon v. Breathless Inc., 868 F.3d 209, 212–13 (3d
Cir. 2017) (same). And when state law does not conclusively determine whether a
claim is within the scope of an arbitration agreement, the FAA’s presumption in
favor of arbitration controls. Remicade, 938 F.3d at 521. Thus, “ambiguities about
the scope of an arbitration agreement must be resolved in favor of arbitration.”
Lamps Plus, Inc. v. Varela, 587 U.S. 176, 189 (2019); see also White v. Sunoco, Inc.,
870 F.3d 257, 262 (3d Cir. 2017) (“[T]he presumption of arbitrability applies only
where an arbitration agreement is ambiguous about whether it covers the dispute
at hand. Otherwise, the plain language of the contract holds.” (citation omitted));
Remicade, 938 F.3d at 522 (same). Moreover, the federal presumption of arbitration
is “particularly applicable where the arbitration clause at issue is broad.” Battaglia
v. McKendry, 233 F.3d 720, 725 (3d Cir. 2000).
Utah courts determine whether a claim falls under an arbitration clause by
referring to the clause’s plain language and ordinary meaning. See Peterson &
Simpson v. IHC Health Servs., Inc., 217 P.3d 716, 720 (Utah 2009). In Peterson, the
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Utah Supreme Court assessed an arbitration provision in which the parties agreed
to arbitrate “any dispute arising under this agreement.” Peterson, 217 P.3d at 720.
The plain meaning of “arising under” was broad, the Utah Supreme Court found,
and included all duties and claims that “arise out of the relationship between the
parties created by the contract” with “no independent existence outside of the
contract.” Id. at 722.
Like Peterson, the Arbitration Provision in Williams’ Agreement is broad. It
provides that Goldman “may elect, without the other’s consent, to resolve any Claim
by individual binding arbitration” unless the claim is in a court where trial has
begun or where final judgment has been entered. (Credit Agreement at 19.) The
Arbitration Provision defines “claim” as:
any claim, dispute, or controversy (whether based upon contract; tort,
intentional or otherwise; constitution; statute; common law; or equity and
whether pre-existing, present or future), including initial claims, counter-
claims, cross-claims, and third-party claims, arising from or relating to: (i)
this Agreement, your Account or your relationship with us; (ii) any servicing
of your Account by our agents or service providers; (iii) advertisements,
promotions or statements related to this Agreement or your Account; (iv)
your application for credit; (v) credit bureau reporting or debt collection on or
related to your Account; and (vi) your access to and use of your Account from
or using any products or services provided by Apple Inc. and its affiliates.
(Id. (emphasis added).)
Williams’ claims all arise from or relate to the Agreement and Goldman’s
advertising or servicing of her account. In Count I, Williams alleges under 42
U.S.C. § 1981 a “contractual injury” caused by her “contract with Defendant
Goldman Sachs, namely the Apple Card Customer Agreement.” (SAC ¶¶ 50, 52.)
Count II alleges violations of the Equal Credit Opportunity Act, 15 U.S.C. § 1691,
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and describes Williams as an applicant “contractually liable regarding an extension
of credit” from Goldman under the Agreement. (Id. ¶¶ 59–60.) In Count III, she
alleges violations of 15 U.S.C. §§ 1637(i) and 1665(c), and describes Goldman’s
obligation to provide her adequate written notice before “implementing a significant
change in account terms” because they are in a “credit relationship.” (Id. ¶ 71.)
Count IV alleges violations of the Fair Credit Reporting Act that, again, concern the
obligations of creditors to debtors that are relevant only because of Williams’
Agreement with Goldman. (Id. ¶¶ 74–79.)
Counts V through VIII allege violations of state law. Count V concerns
Goldman’s marketing of the Apple Card, (Id. ¶ 84), while Count VI asserts unfair or
deceptive acts related to credit transactions, (Id. ¶ 88). Both rest necessarily on
Williams’ credit relationship with Goldman. Counts VII and VIII are explicitly
contract-based, namely the purportedly false representation that the Apple Card
was “designed to help her lead a healthier financial life,” (Id. ¶ 95), and Goldman’s
unjust enrichment “through her continued use of the Apple Card,” (Id. ¶ 99). Each
claim “arise[s] out of the relationship between the parties created by the contract”
with “no independent existence outside of the contract.” Peterson, 217 P.3d at 722.
IV
Goldman has not waived its right to arbitrate. “A known right to compel
arbitration under the Federal Arbitration Act, see 9 U.S.C. § 4, can be waived only if
the right holder intended to relinquish or abandon that right.” Parkin v. Avis Rent
A Car Sys., LLC, No. 25-1385, 2026 WL 2472484, at *4 (3d Cir. Aug. 24, 2026)
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(citing Morgan v. Sundance, Inc., 596 U.S. 411, 417 (2022)). A party can only
impliedly waive the right to compel arbitration by acting inconsistently with the
intent to assert the right. Parkin, 2026 WL 2472484, at *4; White v. Samsung
Elecs. Am., Inc., 61 F.4th 334, 339–40 (3d Cir. 2023); Morgan, 596 U.S. at 419.
Goldman states in its answer to the amended complaint that Williams’
“claims are subject to binding arbitration and GS Bank specifically reserves, and
does not waive, the right to compel arbitration of such claims.” (Goldman’s Answer
at ¶ 2, Dkt. No. 26.) In its affirmative defenses, Goldman maintained that the
“claims may be subject to binding arbitration” and that it “specifically reserves, and
does not waive, the right to compel. . . .” (Id. at 10.)
However, “precedent does not treat a reservation of the right to arbitrate as
an absolute bar to finding an implied waiver of the right – a party may impliedly
waive its right despite an express reservation when its conduct unambiguously
indicates a relinquishment or abandonment of the right.” Parkin, 2026 WL
2472484, at *4. The waiver inquiry is “necessarily case specific and thus depends
on the circumstances and context of each case.” Gray Holdco, Inc. v. Cassady, 654
F.3d 444, 451 (3d Cir. 2011); see also Parkin, 2026 WL 2472484 at *5 (finding
implied waiver “depends on the procedural posture of the case and the conduct of
the party asserting the right”). Circumstances courts consider include: (1) the
amount of time litigation persisted during which a party could move to compel; (2)
the kinds of motions filed in the litigation before the motion to compel; and (3)
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whether the assertion of a right to arbitrate depends on the development of a
factual record. Parkin, 2026 WL 2472484 at *4–*5.
A delay inconsistent with the intent to arbitrate is generally longer than one
year. See Nino v. Jewelry Exch., Inc., 609 F.3d 191, 214 (3d Cir. 2010) (finding
arbitration was waived after fifteen months); Hoxworth v. Blinder, Robinson & Co.,
Inc., 980 F.2d 912, 925 (3d Cir. 1992) (litigating a “case for almost a year” points
towards waiver). Goldman moved to compel arbitration less than six months after
litigation began and just days after Williams filed her second amended complaint.
Williams argues that Goldman impliedly waived its right to compel
arbitration by filing an answer to her complaint, in which Goldman asserts
affirmative defenses and seeks judgment in its favor. (Williams’ Resp. to Mot. at 10,
Dkt. No. 33); (see also Goldman’s Answer at 10–12.) The Third Circuit Court of
Appeals has held that motions to dismiss weigh more heavily toward implied waiver
than “filing an answer asserting the arbitrability defense,” but that even motions to
dismiss do not themselves imply waiver when the intention is “not pronounced
enough.” Parkin, 2026 WL 2472484 at *5; see also Morgan, 568 U.S. at 415
(implying that “fruitless mediation” and costs of “opposing the motion to dismiss”
might weigh towards waiver). Answers to complaints with an affirmative
arbitrability defense, such as Goldman’s, are the kind of litigation method that
counsels against a finding of implied waiver.
Finally, Goldman’s assertion of the right to arbitrate does not depend on the
development of a factual record. It is clear from the face of the pleadings that a
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valid agreement exists that contains an arbitration provision. The right is ripe, and
Goldman exercised it without delay.
V
Goldman further requests a stay of these proceedings. (Goldman’s Mem. of L.
in Supp. of Mot. at 17, 32-1.) The Federal Arbitration Act requires that a Court,
“upon being satisfied that the issue involved in such suit or proceeding is referable
to arbitration under such an agreement, shall on application of one of the parties
stay the trial of the action until such arbitration has been had in accordance with
the terms of the agreement[.]” 9 U.S.C. § 3. The Court grants this request.
An appropriate Order follows.
BY THE COURT:
/s/ Gerald J. Pappert
Gerald J. Pappert, J.
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