1

2 United States Court of Appeals 3 for the Second Circuit 4 5 August Term, 2021 6 7 (Argued: September 29, 2021 Decided: January 20, 2022) 8 9 Docket No. 20-3372 10 _____________________________________ 11 12 STEVEN ESTLE, MARGARET AHLDERS, 13 LANCE SALONIA, CHERYL WITMER, 14 Plaintiffs-Appellants, 15 16 v. 17 18 INTERNATIONAL BUSINESS MACHINES CORPORATION, 19 Defendant-Appellee. 20 _____________________________________ 21 Before: 22 23 LEVAL, SACK, and PARK, Circuit Judges. 24 25 Plaintiffs are former IBM employees who entered into severance agreements 26 in which they agreed not to join any collective actions against IBM asserting claims 27 under the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. 28 §§ 621–634. Plaintiffs sued IBM to challenge the validity of those collective-action 29 waivers, arguing that they were not “knowing and voluntary” because IBM failed 30 to make certain disclosures to Plaintiffs as required for the waiver of “any right or 31 claim” under the ADEA. 29 U.S.C. § 626(f)(1). The district court (Gardephe, J.) 32 granted IBM’s motion to dismiss for failure to state a claim, and Plaintiffs 33 appealed. 34 The result in this case follows directly from the Supreme Court’s decision in 35 14 Penn Plaza LLC v. Pyett, 556 U.S. 247 (2009). There, the Court held that § 626(f)(1) 1 of the ADEA applied to “substantive right[s],” like “the statutory right to be free 2 from workplace age discrimination,” but not procedural ones, like “the right to 3 seek relief from a court in the first instance.” Id. at 259, 265–66 (citation omitted). 4 Collective-action waivers, like arbitration clauses, address procedural, not 5 substantive rights, and thus do not require special disclosures under § 626(f)(1) of 6 the ADEA for their acceptance to be “knowing and voluntary.” The district court 7 correctly held that 14 Penn Plaza governs this case and granted IBM’s motion to 8 dismiss Plaintiffs’ complaint. We affirm. 9 10 DAVID G. WEBBERT, Johnson, Webbert & 11 Garvan, LLP, Augusta, ME (Carol J. Garvan, 12 Shelby Leighton, Johnson, Webbert & 13 Garvan, LLP, Augusta, ME; Joseph M. 14 Sellers, Shaylyn Cochran, Cohen Milstein 15 Sellers & Toll PLLC, Washington, DC; 16 Jeffrey Neil Young, Solidarity Law, 17 Cumberland, ME, on the brief), for Plaintiffs- 18 Appellants. 19 20 MATTHEW W. LAMPE, Jones Day, New York, 21 NY (Traci L. Lovitt, Jones Day, New York, 22 NY; Alison B. Marshall, Jones Day, 23 Washington, DC, on the brief), for Defendant- 24 Appellee. 25 26 PARK, Circuit Judge: 27 Plaintiffs are former IBM employees who entered into severance agreements 28 in which they agreed not to join any collective actions against IBM asserting claims 29 under the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. 30 §§ 621–634. Plaintiffs sued IBM to challenge the validity of those collective-action 31 waivers, arguing that th