NFL Fumbles in Second Circuit

In Flores v. N.Y. Football Giants, Inc., 23-1185-cv (2nd Cir. Aug 14, 2025), the U.S. Court of Appeals for the Second Circuit addressed whether claims of racial discrimination brought by Brian Flores and other coaches against the National Football League (NFL) and several member clubs should be compelled to arbitration under their employment agreements, which incorporated the NFL Constitution.  The court ultimately affirmed the district court’s denial of the motion to compel arbitration for Flores’s claims against the Denver Broncos, New York Giants, Houston Texans, and the NFL, as well as the denial of reconsideration.

Background and Claims

Brian Flores, a long-time NFL coach, filed a class action lawsuit in February 2022, alleging racial discrimination in hiring practices under 42 U.S.C. § 1981 and related state and local laws.  The suit named the NFL and several teams, including the Broncos, Giants, and Texans, as defendants.  Flores’s employment contracts with various teams, including the New England Patriots and Pittsburgh Steelers, contained arbitration clauses and incorporated the NFL Constitution, which broadly empowered the NFL Commissioner to arbitrate disputes.

District Court Proceedings

The district court denied the motion to compel arbitration for Flores’s claims against the Broncos, Giants, Texans, and related claims against the NFL.  The court found that the arbitration provision in the NFL Constitution was unenforceable because it allowed the NFL and its member clubs to unilaterally modify its terms and vested all substantive and procedural authority in the NFL Commissioner, who is not an independent arbitrator but the executive of one of the adverse parties.

Appellate Review and Legal Reasoning

On appeal, the Second Circuit reviewed whether the district court erred in denying arbitration and reconsideration.  The court emphasized that while the Federal Arbitration Act (FAA) generally favors arbitration, it only protects genuine arbitration agreements—those that provide an independent forum and fair procedures.  The court found that the NFL Constitution’s arbitration provision failed these requirements.  It did not provide an independent arbitral forum or bilateral dispute resolution, instead giving the NFL Commissioner unilateral control over both substance and procedure.  This arrangement was deemed “arbitration in name only” and thus not protected by the FAA.

The court also applied the judicial “effective vindication” doctrine, which holds that arbitration agreements are unenforceable if they prevent a party from effectively vindicating statutory rights.  Because the NFL’s arbitration provision did not guarantee Flores a fair forum to pursue his statutory claims, it was unenforceable under this doctrine as well.

Application to Flores’s Claims

The court held that Flores could not be compelled to arbitrate his claims against the Broncos, Giants, Texans, or the NFL under either his Patriots or Steelers agreements, as both incorporated the same flawed arbitration provision.  The court also affirmed the district court’s denial of reconsideration, finding no abuse of discretion.