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Feb. 11, 2026 Get Citation Alerts Download PDF Add Note

Amber Stephens v. Greensky, LLC

District Court, N.D. Georgia

• Citations: None known
• Docket Number: 1:25-cv-03194

• Precedential Status: Unknown Status

• Opinion

• Authorities (17)

• Cited By (0)

• Summaries (0)

• Similar Cases (142)

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Trial Court Document

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

AMBER STEPHENS,

 Plaintiff,                                                       

      v.                     CIVIL ACTION FILE                    

                             NO. 1:25-CV-3194-TWT                 

GREENSKY, LLC,

 Defendant.                                                       

               OPINION AND ORDER                                  

This is a Fair Labor Standards Act (“FLSA”) lawsuit concerning unpaid
minimum wage and overtime compensation. It is before the court on the
Defendant Greensky, LLC’s Motion to Compel Arbitration [Doc. 12]. For the
following reasons, the Defendant’s Motion to Compel Arbitration [Doc. 12] is
GRANTED.

I. Background

Plaintiffs are current and former customer solution advocates (“CSAs”)
for the Defendant Greensky, LLC. (Compl. ¶ 2, [Doc. 1]). Plaintiffs are
compensated on an hourly basis. ( ). Greensky allegedly had actual and

constructive knowledge that CSAs were not receiving compensation for
integral and indispensable off-the-clock work they had completed. ( at ¶¶ 4,
7). Plaintiffs filed suit against Greensky, asserting claims under the FLSA. (

¶ 13). Defendant Greensky moves to compel arbitration.

Plaintiff Stephens signed an Employment Agreement Regarding

Arbitration of Disputes (“Employment Agreement”) on November 02, 2022.

(Mot. to Compel Arb., Ex. 2 [Doc. 12-3], at 1). Plaintiffs Allen, Beachem,

Chilsom, Holliman, and Perkins signed the Employment Agreement in April
2022. ( at 2-6). The important language of the agreement states,

In connection with your employment by or association with The

Goldman Sachs Group, Inc. or any of its subsidiaries or affiliates
(collectively called “Goldman Sachs”), you agree as follows: 1) To
the fullest extent permitted by law, any dispute, controversy or

claim arising out of or based upon or relating in any way to your

employment or other association with Goldman Sachs, or the

termination of your employment, will be settled by arbitration…it

will be arbitrated before the American Arbitration Association

(“AAA”) in accordance with the commercial arbitration rules of

the AAA.”

( at 1-6). It furthers continues in paragraph 3,

“You acknowledge that your obligation to arbitrate matters

arising out of or based upon or relating to your employment or

other association with Goldman Sachs, or the termination of your

employment applies irrespective of whether Goldman Sachs is or

would be a party to any such arbitration…”

( ). After Goldman Sach’s divestiture of Greensky, a letter was circulated on
March 18, 2024. (Mot. to Compel, at 7). In that letter, which was signed by the
employees for continued employment, employees were formally notified of
Greensky’s completed divested status, informed of salary information moving
forward, and told that “nothing in this offer letter modifies or supersedes your
obligations under any confidentiality . . . or similar agreement between you
and GreenSky or Goldman Sachs . . . obligations will continue to apply
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according to their terms . . . .” (Mot. to Compel, Ex. 3 [Doc. 12-4, at 2, 5).
Plaintiffs Allen and Chilsom signed the letter. ( at 3, 6).

II. Legal Standards

The Federal Arbitration Act (“FAA”) “embodies a liberal federal policy
favoring arbitration agreements.” , 428

F.3d 1359, 1367 (11th Cir. 2005) (quotation marks omitted). Section 2 of the
Act provides in relevant part:

A written provision in . . . a contract evidencing a transaction

involving commerce to settle by arbitration a controversy

thereafter arising out of such contract or transaction . . . 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. On a motion to compel arbitration, a court undertakes a two-step
inquiry to determine (1) whether the parties agreed to arbitrate the dispute in
question and, if they did, (2) whether legal constraints external to their
agreement foreclose arbitration.

, 473 U.S. 614, 628 (1985). Courts apply state contract
law to questions regarding the validity, revocability, and enforceability of
arbitration agreements. , 428 F.3d at 1368. An arbitration clause

may be unenforceable for the same reasons as any other contract, such as fraud
or unconscionability. , 473 U.S. at 627. Or there may be
statutory barriers to arbitration, such as a congressional intention to
adjudicate certain substantive rights solely in a judicial forum. . at 628.
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When an arbitration agreement clears both prongs of the FAA test, a court
must either stay or dismiss the lawsuit and compel arbitration.

, 544 F.3d 1192, 1195 (11th Cir. 2008).

                   III. Discussion                                

Defendant argues all Plaintiffs are bound by an arbitration agreement
for any claims related to employment with Greensky. ( Mot. to

Compel Arb.). When the Employment Agreement was signed, Defendant was

a subsidiary of Goldman Sachs Group (“GS”). ( at 9). Plaintiff opposes

arbitration on the ground that the Employment Agreement only covers

disputes relating to employment with GS and its then-current subsidiaries or
affiliates. (Pl’s Resp. in Opp’n to Mot. to Compel Arb., [Doc. 13], at 4-8).
Plaintiffs argue that once Greensky was divested from GS, they were no longer
covered by the Employment Agreement, and arbitration cannot be compelled.
( at 4-5). In Georgia, Black’s Law Dictionary’s definition of “affiliate” has
been accepted as the usual and common meaning of the term.

, 985 F.3d 1337, 1343 (11th Cir. 2021). At the time the

Employment Agreement was executed, Black’s Law Dictionary defined
“affiliate” as “a corporation that is related to another corporation by
shareholdings or other means of control; a subsidiary, parent, or sibling
corporation.” , Black’s Law Dictionary (11th ed. 2019). And it defined
“subsidiary corporation” as “a corporation in which a parent corporation has a

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controlling share; often shortened to subsidiary.” , Black’s Law

Dictionary (11th ed. 2019). Defendant counters that the intent at the contract’s
formation controls the scope and duration and that Plaintiffs failed to cite

evidence the Employment Agreement ceased upon divestiture. (Def.’s Reply
Br., [Doc. 14], at 2-6).

A. The Parties Agreement to Arbitrate the Dispute in Question

When examining if the parties agreed to arbitrate the dispute in
question, the Supreme Court has clarified that the FAA generally applies to
employment contracts; courts have further been consistent in finding claims

arising under federal statutes as subject to arbitration agreements and
enforceable under the FAA. , 428 F.3d at 1367. The FLSA claims fall

under federal law, making the FAA applicable. Plaintiffs do not dispute either
their signatures or that this type of dispute is suited for arbitration.

B. External Legal Constraints

Turning to the second prong, courts apply the contract law of the
particular state that governs the formation of contracts when evaluating legal

constraints external to the agreement. , 428 F.3d at 1368. The contract
is silent about choice of law, stating only that “[a]rbitration will be conducted
in New York City. . . . ” (Mot. to Compel Arb., Ex. 2 at 1-6). There is no location
indication on the checkbox signature, and the briefs make no mention of where
the contract was executed. Nor do the parties argue over which state’s law

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should apply. Plaintiffs rely on two Georgia Supreme Court cases in their
response brief. (Pls.’ Resp., at 5). Defendant did not object to the use of Georgia
contract law. (Def’s Reply). This Court will thus proceed with the analysis

under Georgia law.

To assess if there is a valid agreement to arbitrate between the plaintiff
and the defendant, , 544 F.3d at 1195, Georgia’s agency law

applies. A principal and agent relationship arises when one person expressly
or by implication authorizes another to act for him. O.C.G.A. § 10-6-1;
, 357 Ga. App. 666, 666 (2020). “The fact of agency may be established by

proof of circumstances, apparent relations, and the conduct of the parties.”
, 357 Ga. App. at 666 Absent an express agreement, “apparent authority”
exists “when the statements or conduct of the alleged principal reasonably
cause the third party to believe the principal consents to have the act done on
his behalf by the purported agent.” , 324 F.Supp.3d 1288, 1299-1300 (M.D.Ga. 2018). Reasonable reliance is
reliance justifiably exercised by a third party of “ordinary prudence conversant

with business usages and the nature of the particular business.” Apparent
authority must be based on the principal’s conduct, not the agent’s. Here,
Greensky became its own principal once the divestment was complete. GS

acted as its agent when employees signed the Employment Agreement for

Greensky in GS’s platform.

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“Generally, agency power is revocable at the will of the principal.”
O.C.G.A. § 10-6-33; , 106 Ga. App. 328, 332 (1962). The
appointment of a new agent for the performance of the same act or death of

either principal or agent revokes the power. 106 Ga. App. at 332. If

the power is coupled with an interest in the agent himself, it is not revocable
at will. ; , 48 Ga. App. 378 (1934). The burden of proving revocation of an agency is generally upon the
party asserting the revocation. , 72 Ga. App. 179, 180 (1945).

An arbitration clause has expired when the larger contract it is contained

within has expired. , 261

Ga. 267, 268 (1991) (holding that when a lease failed to renew, the arbitration
clause therein was no longer enforceable). Here, neither corporate entity “died”
or ceased to exist. Greensky did not appoint a new holding or parent company
to manage its contractual obligations. Plaintiffs have not met the burden to
prove agency has been revoked.

A principal is bound by all acts of his agent within the scope of his

[agent’s] authority, including the execution of contracts. O.C.G.A. § 10-6-51;
, 174 Ga. App. 507, 508 (1985). “Non-signatory

business entities are covered by arbitration agreements entered into by
corporations which are their alter egos.” , 234

Ga. App. 277, 280 (1998). “Because a principal is bound under the terms of a

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valid arbitration clause, its agents, employees and representatives are also
covered under the terms of such agreements.” (citation modified);

., 7 F.3d 1110, 1122 (3d

Cir. 1993) (showing agency logic has been applied to bind non-signatory
business entities to arbitration agreements). As an agency relationship has
been established between GS and Greensky, agency law binds Greensky to the
contract. Plaintiffs contracted with GS to provide work performance for GS and
its affiliates. Here, the contractual obligations in the Employment Agreement
did not expire. The agreement did not state it had an end date or conditions for

expiration. If anything, Greensky reaffirmed the agreement with the March
2024 letter.

Even if GS was not Greensky’s agent, third-party beneficiary status may
be applied here. A third-party beneficiary has standing to bring an action on
an agreement when it is facially clear the contract is intended for the third
party’s benefit. , 236 Ga. 500, 502 (1976). Both parties to the
contract must specifically intend that the third party be a beneficiary of the

agreement. , 172 Ga. App. 798, 800 (1984).

Intent to benefit is shown in a contract if “the promisor engages to the promisee
to render some performance to a third person.”

, 226 Ga. App. 598, 599 (1997). The beneficiary must be identified, but
need not be specifically named. , 348 Ga. App. 132,

                        8                                         

135 (2018). Again, Plaintiffs contracted with GS to provide work performance
for GS and its affiliates. Greensky, a GS affiliate, was an intended beneficiary
of the Employment Agreement. The Plaintiff points to no language indicating

this intended benefit was nullified.

Continuing to evaluate legal constraints, under Georgia contract law an
unconscionable and unenforceable contract is “such an agreement as no sane
man not acting under a delusion would make and that no honest man would
take advantage of.” 428 F.3d at 1378. Procedural and substantive
unconscionability must both be present; “[p]rocedural unconscionability

addresses the process of making the contract, while substantive
unconscionability looks to the contractual terms themselves.”

, 267 Ga. 390, 392 (1996). Plaintiffs have not alleged
unconscionability of any sort. Plaintiffs also failed to allege fraud or duress
required by law.

Finally, this Court examines if divestiture or change of corporate
structure alters the contractual obligations. Plaintiff fails to point to any cases

showing that corporate restructuring or divesting nullifies an agreement.
Courts have held corporate divestiture is not crucial factor for change, but the
intention of the parties is what matters.

, 640 Fed. Appx. 917, 925 (Fed. Cir. 2016) (showing the party
challenging the agreement will need to point to a record indicating a desire or

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incentive to curtail rights of future divested business). Moreover, the
Employment Agreement here did not contain any terms that indicated it would
be negated by divestiture, expiration, or other legal constraints. Accordingly,
after determining that this is the type of dispute both parties agreed to
arbitrate and there are no legal constraints foreclosing arbitration, this Court
will follow Eleventh Circuit law to stay litigation and compel arbitration.
IV. Conclusion
For the foregoing reasons, the Court GRANTS the Defendant
Greensky’s Motion to Compel Arbitration [Doc. 12]. Plaintiffs are DIRECTED
to submit their claims to individual arbitration, or they will be deemed
abandoned. This matter is hereby STAYED until further order of the Court.
SO ORDERED, this 11th day of February, 2026.

                                    THOMAS W. THRASH, JR. 
                                    United States District Judge 

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