Minnesota Arbitration Clause Enforceability Challenges

Does the FAA or Minnesota’s Arbitration Act Govern Your Clause?

Minnesota’s Revised Uniform Arbitration Act, Minnesota Statutes chapter 572B, applies to your clause only if you and the other party have an agreement to arbitrate that is enforceable under principles of contract law and recorded in writing or similar electronic form, as the Minnesota Supreme Court held in Minnesota Department of Corrections v. Knutson, 976 N.W.2d 711 (Minn. 2022). Before you build a strategy around the Minnesota act, confirm that both of those requirements are met.

For purposes of the Federal Arbitration Act, “commerce” means commerce among the several States or with foreign nations (9 U.S.C. § 1). It also means commerce in any Territory of the United States or in the District of Columbia, between any such Territory and another, between any such Territory and any State or foreign nation, or between the District of Columbia and any State, Territory, or foreign nation. However, the Act does not apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce. The U.S. Supreme Court reads that exemption as covering only contracts with transportation workers, rather than all employees (Southwest Airlines Co. v. Saxon, 596 U.S. 450 (2022)). A transportation worker need not work in the transportation industry to fall within that § 1 exemption (Bissonnette v. LePage Bakeries Park St., LLC, 601 U.S. 246 (2024)).

Under the Federal Arbitration Act, a written arbitration provision in a maritime transaction or in a contract evidencing a transaction involving commerce is valid, irrevocable, and enforceable (9 U.S.C. § 2). The exceptions are grounds that exist at law or in equity for revoking any contract and, for any dispute or claim that arises or accrues on or after March 3, 2022, as otherwise provided in chapter 4 of title 9. This applies to a provision to arbitrate a controversy later arising out of the contract or transaction, or out of a refusal to perform all or part of it. It also applies to a written agreement to arbitrate an existing controversy arising out of such a contract, transaction, or refusal.

Once the act applies, Minn. Stat. § 572B.06(a) makes an agreement contained in a record (information inscribed on a tangible medium, or stored in an electronic or other medium and retrievable in perceivable form) to submit to arbitration any existing or later controversy arising between the parties to the agreement valid, enforceable, and irrevocable, except on a ground that exists at law or in equity for revoking a contract. For purposes of Minnesota Statutes sections 572B.01 to 572B.31, a “record” means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form (Minn. Stat. § 572B.01(7)). The revocation grounds that can defeat a clause are developed in the section titled Grounds for Challenging an Arbitration Clause.

If your arbitration clause sits in terms your customers or vendors accept online, the way that acceptance was captured matters, and Enforceability of Clickwrap Agreements in B2B Deals walks through those issues.

For a broader look at how arbitration and other dispute terms work in your agreements, see the contracts practice hub.

Who Decides Enforceability: Court, Arbitrator, or Delegation Clause?

Under Minnesota’s Revised Uniform Arbitration Act, an arbitrator, not a court, decides whether a contract containing a valid agreement to arbitrate is enforceable, and the arbitrator also decides whether a condition precedent to arbitrability has been fulfilled, under Minn. Stat. § 572B.06(c).

If a party challenges under §2 the validity of the precise agreement to arbitrate at issue, on grounds that exist at law or in equity for the revocation of any contract, the federal court must consider that challenge before ordering compliance with that agreement under §4. The basis of the challenge must be directed specifically to that agreement to arbitrate. This holds even when that precise agreement to arbitrate, such as a delegation provision, is part of a larger arbitration agreement. Unless the party challenges that provision specifically, a challenge to the validity of the larger agreement as a whole is left for the arbitrator. The rule addresses the agreement’s validity, not whether any agreement was ever concluded.

A court, by contrast, decides whether an agreement to arbitrate exists and whether a controversy is subject to an agreement to arbitrate, except in the case of a grievance arising under a collective bargaining agreement, when an arbitrator decides, under Minn. Stat. § 572B.06(b).

How You Frame Your Challenge Matters

Under the Minnesota act, the way you describe your objection determines who hears it. If you argue that you never agreed to arbitrate, or that your dispute is not subject to the arbitration agreement, you are raising questions that Minn. Stat. § 572B.06(b) assigns to a court, except in the case of a grievance arising under a collective bargaining agreement, when an arbitrator decides.

If you instead argue that a contract containing a valid agreement to arbitrate is unenforceable, Minn. Stat. § 572B.06(c) sends that question to the arbitrator, who also decides whether a condition precedent to arbitrability has been fulfilled. The grounds you can raise are covered in the section Grounds for Challenging an Arbitration Clause, and the standard for one-sided terms is covered in MN Legal Standard for Unconscionable Contracts.

Delegation When the Federal Arbitration Act Governs

In Glacier Park Iron Ore Properties, LLC v. United States Steel Corp., 961 N.W.2d 766 (Minn. 2021), where the parties agreed that the Federal Arbitration Act, not Minnesota’s statute, controlled because the case involved interstate commerce, the Minnesota Supreme Court held that unless clear and unmistakable evidence shows that the parties intended to delegate the issue to an arbitrator, the court, not the arbitrator, decides whether a dispute governed by the Federal Arbitration Act is arbitrable.

Before you decide where to raise your challenge, read your clause for any term that assigns questions of arbitrability to the arbitrator, because that language is what the other side will point to. If you are writing a clause rather than fighting one, the section Drafting a Clause That Survives Challenge and the broader contracts practice area address how to state your choice deliberately.

Grounds for Challenging an Arbitration Clause

In the Eighth Circuit, the federal appeals court covering Minnesota, whether a claim is arbitrable turns on two questions (Robert Sommerfeld v. Adesta, LLC, 2 F.4th 758 (8th Cir. 2021)). First, did the parties enter into a valid arbitration agreement? Second, if they did, does their particular dispute fall within the scope of that agreement?

The Clause Was Never Formed or Does Not Cover Your Dispute

Under Minnesota’s Revised Uniform Arbitration Act, a party to a court proceeding may challenge whether an agreement to arbitrate exists or claim that a controversy is not subject to it (Minn. Stat. § 572B.06(d)). While that challenge is pending, the arbitration may continue until the court finally resolves the issue, unless the court orders otherwise. Until the court finally resolves that issue, the arbitration may continue unless the court orders otherwise. Read the clause against the claims actually asserted, and gather the documents that show how, or whether, you accepted the terms. If the clause reached you through a click-through screen, the formation questions discussed in Enforceability of Clickwrap Agreements in B2B Deals are a useful starting point. The section titled Opposing a Motion to Compel or Moving to Stay Arbitration explains how these issues reach a judge.

A Ground for Revoking Any Contract Applies

An agreement contained in a record (information inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form) to submit to arbitration any existing or later controversy arising between the parties to that agreement is valid, enforceable, and irrevocable except on a ground that exists at law or in equity for revoking a contract, under Minn. Stat. § 572B.06(a). If your argument is that the clause is one-sided, the section titled Proving Unconscionability covers how that argument is built, and MN Legal Standard for Unconscionable Contracts walks through the standard in more detail. For how arbitration clauses fit with the other terms in your agreements, see the contracts practice area hub.

Proving Unconscionability

In a Minnesota contract for the sale of goods, when a party claims, or it appears to the court, that the contract or any clause of it may be unconscionable, the parties must be given a reasonable opportunity to present evidence about its commercial setting, purpose, and effect to help the court decide, under Minn. Stat. § 336.2-302, subd. 2. In practice, that means assembling a record before the hearing: the negotiation history, drafts and redlines, what the arbitration clause was meant to accomplish, and how it actually operates against you in your industry.

Under Minnesota law, unless there is fraud, mistake, or unconscionable terms, a party to a contract that others have relied on cannot escape the contract’s duties by showing that the party did not know its contents (Greer v. Kooiker, 253 N.W.2d 133 (Minn. 1977)).

Unequal Bargaining Power Between Merchants

If you and the other party are both merchants, do not expect the size gap between you to carry the challenge on its own. In a sale of goods between two merchant manufacturers, where both parties agreed the UCC applied, the Minnesota Court of Appeals in Osgood v. Medical, Inc., 415 N.W.2d 896 (Minn. Ct. App. 1987) relied on the comment to section 336.2-302(1), which states that the principle of unconscionability is not one of disturbing the allocation of risks because of superior bargaining power, and held that this comment language clearly showed that the attempt to bootstrap the Schlobohm adhesion-contract test onto UCC unconscionability analysis fails. The practical lesson is to build your challenge around the clause’s commercial setting, purpose, and effect rather than around the other side’s leverage.

For the broader Minnesota test, see MN Legal Standard for Unconscionable Contracts. What a court can do once it finds a term unconscionable is covered in Will a Court Sever an Unenforceable Term?

Will a Court Sever an Unenforceable Term?

In a Minnesota contract for the sale of goods, if a court finds as a matter of law that the contract or any clause of it was unconscionable when it was made, Minn. Stat. § 336.2-302, subd. 1 gives the court three options: refuse to enforce the contract, enforce the rest of the contract without the unconscionable clause, or limit how the unconscionable clause applies so that it does not produce an unconscionable result. Severing the clause is only one of those three outcomes. The court chooses among them, and it judges the clause as of the time the contract was made, not as of the time the dispute arose.

If your arbitration clause sits in a contract for the sale of goods, plan your argument around the outcome you want. How a Minnesota court decides whether a clause is unconscionable in the first place is covered in Proving Unconscionability and in our guide to the MN legal standard for unconscionable contracts.

Severing Claims in the Lawsuit Is a Different Question

Minnesota’s arbitration act also uses the word “sever,” but for a different purpose. Under the Minnesota Uniform Arbitration Act, Minn. Stat. § 572B.07(f), when a court orders arbitration it must, on just terms, stay any court proceeding that involves a claim subject to the arbitration. If a claim subject to the arbitration is severable, the court may sever that claim and limit the stay to it. That provision concerns which claims in your lawsuit are put on hold; it does not address severing terms of the arbitration agreement itself.

Keep the two ideas separate when you read a court order or draft a brief. How the stay works alongside a motion to compel is addressed in Opposing a Motion to Compel or Moving to Stay Arbitration.

Whether a court will strike a single term from an arbitration agreement in a contract that is not for the sale of goods is its own question.

Losing the Right to Arbitrate by Litigating First

Under Eighth Circuit precedent (N & D Fashions), as applied by the U.S. District Court for Minnesota in Parler v. KFC Corp., courts, not arbitrators, generally decide whether a party waived its right to arbitrate by actively participating in a lawsuit or taking other action inconsistent with the right to arbitration (Parler v. KFC Corp., 529 F. Supp. 2d 1009 (D. Minn. 2008)). A later Eighth Circuit opinion (National American) suggested, in light of Howsam, that arbitrators should decide litigation-conduct waiver. Parler treated that language as dictum and declined to follow it.

A court must hold a party to its arbitration contract just as it would hold a party to any other kind of contract (Morgan v. Sundance, Inc., 596 U.S. 411 (2022)). A court may not devise novel rules that favor arbitration over litigation.

Under Section 6 of the Federal Arbitration Act, unless the statute says otherwise, applications to stay litigation or compel arbitration are made and heard like other motions (Morgan v. Sundance, Inc., 596 U.S. 411 (2022)). A federal court applies the usual federal procedural rules, including any rules about whether a motion is timely.

In Morgan v. Sundance, the U.S. Supreme Court said that once the prejudice requirement is removed, the Eighth Circuit’s waiver inquiry focuses on the conduct of the party whose arbitration right is at issue (Morgan v. Sundance, Inc., 596 U.S. 411 (2022)). On remand, the court of appeals could ask, as the rest of the Eighth Circuit’s test does, whether that party knowingly relinquished the right to arbitrate by acting inconsistently with it. The Court left open that the court of appeals could instead decide that a different procedural framework, such as forfeiture, is appropriate. The Court’s sole holding was that the court of appeals may not make up a new procedural rule based on the FAA’s policy favoring arbitration.

The party opposing arbitration does not have to show it was harmed by the other side’s delay or litigation conduct, because the usual federal rule of waiver has no prejudice requirement. The Supreme Court reached this result while assuming without deciding that federal waiver law is the right framework. It expressly did not address the role state law might play, or whether the question is better treated as one of waiver, forfeiture, estoppel, laches, or procedural timeliness.

The reason is that the usual federal rule of waiver has no prejudice requirement.

In practice, decide between court and arbitration at the start of a dispute, not after a lawsuit is underway. Make sure everyone handling the matter for your business knows the clause exists before anyone takes a position on how the dispute will be resolved. For how to write the clause itself, see Drafting a Clause That Survives Challenge. For how arbitration terms fit with the other provisions in your agreements, see 5 Contract Clauses Every Growing Business Should Understand and the contracts practice hub.

Consumer and Employment Limits, Including Sexual Harassment Claims

In Eniola Famuyide v. Chipotle Mexican Grill, Inc., 111 F.4th 895 (8th Cir. 2024), the court described applicability of the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 as a fact-specific determination, and held that because the Act does not define “dispute,” the term takes its ordinary meaning, which in a legal context like the one before it is a conflict or controversy, especially one that has given rise to a particular lawsuit.

For a dispute or claim that arises or accrues on or after March 3, 2022, a court, not an arbitrator, decides whether the federal sexual assault and sexual harassment arbitration chapter applies to an arbitration agreement and whether an agreement covered by that chapter is valid and enforceable (9 U.S.C. § 402(b)). This holds whether the party resisting arbitration challenges the arbitration clause specifically or together with other contract terms, and even if the agreement purports to delegate those questions to an arbitrator.

Under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, a person alleging conduct that constitutes a sexual harassment dispute or sexual assault dispute may elect to make a predispute arbitration agreement or predispute joint-action waiver invalid and unenforceable for a case that is filed under federal, tribal, or state law and relates to that dispute (9 U.S.C. § 402(a)). The named representative of a class or collective action alleging such conduct has the same election. This applies only to a dispute or claim that arises or accrues on or after March 3, 2022.

What This Means for Your Records

If an employee or customer raises a harassment concern, keep the complaint, the internal emails, and any responses together and dated, so you and your counsel can reconstruct the sequence accurately.

Consumer and Other Employment Clauses

For clauses you present to customers or employees on a take-it-or-leave-it basis, the general fairness analysis in MN Legal Standard for Unconscionable Contracts and the steps in Drafting a Clause That Survives Challenge are the places to start, and the broader contracts practice area collects related guidance.

Required Arbitration Disclosures in Minnesota

If you are a tax preparer and your written agreement with a client to make, provide, or facilitate a refund anticipation loan or refund anticipation check contains a mandatory arbitration clause, Minn. Stat. § 270C.4451, subd. 1(b) requires you to give the client a separate written notice stating three things: (1) arbitration is the exclusive means of resolving any dispute about the written agreement; (2) the client has the right to affirmatively opt out of the arbitration clause within 30 days of entering into the agreement; and (3) the client is not bound to arbitrate if the claim or dispute involves a violation of that section or the client invokes the remedies provided in section 270C.445, subdivision 7. If your written agreement with a client to make, provide, or facilitate a refund anticipation loan or refund anticipation check contains a mandatory arbitration clause, you must give the client a separate written notice. If a tax preparer’s written agreement with a client to make, provide, or facilitate a refund anticipation loan or refund anticipation check contains a mandatory arbitration clause, the tax preparer must advise the client, both orally and in writing, of the process the client can use to exercise the right to opt out of that mandatory arbitration clause (Minn. Stat. § 270C.4451, subd. 1(b)).

A Minnesota assisted living facility, meaning a facility that provides sleeping accommodations and assisted living services to one or more adults, including an assisted living facility with dementia care but not including emergency shelter, transitional housing, or the other excluded settings, must clearly and conspicuously disclose, in writing in the assisted living contract, any arbitration provision in that contract that precludes, limits, or delays the ability of a resident to take a civil action (Minn. Stat. § 144G.51). A resident means an adult living in an assisted living facility who has executed an assisted living contract.

If your arbitration clause appears in a different kind of business contract, the challenges discussed under Grounds for Challenging an Arbitration Clause and our guide to the Minnesota legal standard for unconscionable contracts are the places to start.

Opposing a Motion to Compel or Moving to Stay Arbitration

When a person who shows an agreement to arbitrate and alleges that you refused to arbitrate under it moves to compel arbitration, and you oppose the motion, Minn. Stat. § 572B.07(a) requires the court to order the parties to arbitrate unless it finds that there is no enforceable agreement to arbitrate. If you do not appear or do not oppose that motion, the court must order arbitration.

In Fedie v. Mid-Century Insurance Co. (2001), the Minnesota Court of Appeals held that an order compelling arbitration is not appealable (Fedie v. Mid-Century Insurance Co., 631 N.W.2d 815 (Minn. Ct. App. 2001)). The court reasoned that no statute or case law makes such an order appealable, and that the statutory list of appealable orders then in force (2000) did not include orders to compel arbitration.

Moving to Stop an Arbitration

If an arbitration proceeding has been started or threatened against you and you allege that there is no agreement to arbitrate, you may move the court on that issue, and under Minn. Stat. § 572B.07(b) the court must decide it summarily. If the court finds an enforceable agreement to arbitrate, it must order arbitration, and if it finds no enforceable agreement, it may not order arbitration. The arguments you can raise against the agreement itself are developed in Grounds for Challenging an Arbitration Clause, and if your challenge rests on unfairness, review the MN Legal Standard for Unconscionable Contracts.

Why Attacking the Merits Does Not Work

Build your opposition around the agreement, not around the strength of the other side’s claim. Under Minn. Stat. § 572B.07(c), the court may not refuse to order arbitration because the claim subject to arbitration lacks merit or because grounds for the claim have not been established.

What Happens to Your Lawsuit

If the court orders arbitration, Minn. Stat. § 572B.07(f) requires it, on just terms, to stay any judicial proceeding that involves a claim subject to the arbitration. If a claim subject to the arbitration is severable, the court may sever that claim and limit the stay to it. Plan your litigation budget and timeline with that possibility in mind, particularly where your lawsuit mixes arbitrable and nonarbitrable claims.

Appealing the Ruling

Among the orders that Minn. Stat. § 572B.28(a) makes appealable are an order denying a motion to compel arbitration and an order granting a motion to stay arbitration, and an appeal under that section must be taken as from an order or a judgment in a civil action. Decide early whether you would appeal an adverse ruling, because that choice shapes the record you build at the summary hearing.

Cost, Timing, and Confidentiality of Arbitration

Arbitration often costs less and moves faster than a lawsuit, but neither result is automatic, and how private the process stays depends largely on what your clause and the arbitration provider’s rules say.

What Arbitration Costs You

The largest arbitration expense is usually not the provider’s administrative charge but the arbitrator’s time. Unlike a judge, an arbitrator bills the parties, often by the hour or the day, for reviewing filings, holding hearings, and writing the decision. A panel of three arbitrators multiplies that expense. Before you sign a clause, or before you decide whether to fight one, ask three practical questions:

• Which provider and which rules does the clause name? Each provider publishes its own fee schedule, and the charges often rise with the size of the claim. Pull the current schedule rather than relying on a general impression.
• Who pays? Many clauses split the provider’s charges and the arbitrator’s compensation between the parties. Others shift them to one side. Read the cost-allocation language closely, because it can change your math on a modest claim.
• How many arbitrators? A single arbitrator keeps the expense down. Reserve a panel for disputes large enough to justify it.

Remember that your own attorney fees do not disappear in arbitration. For a smaller dispute, the arbitrator’s charges alone can approach what the claim is worth, so run the numbers before you file a demand.

How Long Arbitration Takes

The time from demand to award varies widely with the size of the dispute, the provider’s procedures, and how cooperative the parties are. A simple collection matter heard on documents can resolve quickly. A complex commercial dispute with experts and a multi-day hearing can take far longer. The steps that drive the schedule are predictable: selecting the arbitrator, an initial scheduling conference, exchange of documents, any depositions the arbitrator allows, the hearing, and the written award.

You have more control over timing in arbitration than in court. You can agree with the other side on a tight schedule, ask the arbitrator for firm dates at the first conference, and limit discovery to what the dispute actually requires. The most common source of delay is a fight over whether the clause applies at all.

Keeping the Dispute Private

Many business owners choose arbitration because it keeps disputes out of public court files. The hearing itself is typically closed to the public, but privacy and confidentiality are not the same thing.

If confidentiality matters to you, address it directly:

• Put a confidentiality term in the arbitration clause that covers the existence of the dispute, the documents exchanged, the hearing, and the award.
• Plan for court involvement.

For drafting language that protects business information more broadly, see Confidentiality Clauses in Software Development Agreements, and for how dispute terms fit with the other provisions in your agreements, see 5 Contract Clauses Every Growing Business Should Understand. More contract resources are collected on the contracts practice page.

Vacating, Modifying, or Correcting an Arbitration Award

Generally, a Minnesota court gives an arbitration award extremely limited review, and if you want the award set aside, you carry the burden of showing that it should be vacated. In City of Richfield v. Law Enforcement Labor Servs., Inc., 923 N.W.2d 36 (Minn. 2019), a dispute under a collective bargaining agreement containing a compulsory binding arbitration provision, the Minnesota Supreme Court stated that although it reviews arbitration awards de novo, judicial review of arbitration decisions is generally extremely limited, and that Minn. Stat. § 572B.23(a) lays out the narrow rules for vacating an award. As a practical matter, treat the arbitration hearing as your real opportunity to win, not as a rehearsal for a later court fight.

The Minnesota Court of Appeals has described Minn. Stat. § 572B.23(a)(4) as directing Minnesota courts to vacate an arbitration award when the arbitrator exceeds the arbitrator’s powers (Western National Insurance Co. v. Nguyen, 902 N.W.2d 645 (Minn. Ct. App. 2017)).

Grounds for Vacating an Award

On motion of a party to the arbitration proceeding, a Minnesota court must vacate an arbitration award if the award was procured by corruption, fraud, or other undue means, or if there was evident partiality by an arbitrator appointed as a neutral, corruption by an arbitrator, or misconduct by an arbitrator that prejudiced the rights of a party to the arbitration proceeding (Minn. Stat. § 572B.23(a)). The motion must be timely. Generally, it must be filed within 90 days after the movant receives notice of the award in a record pursuant to section 572B.19, or within 90 days after the movant receives notice of an arbitrator’s award in a record on a motion to modify or correct an award pursuant to section 572B.20. A motion based on the award having been procured by corruption, fraud, or other undue means must instead be filed within 90 days after that ground is known, or by the exercise of reasonable care should have been known, by the movant. In addition, if the parties to an arbitration proceeding agree to the procedures of an arbitration organization or any other procedures for challenges to arbitrators before an award is made, substantial compliance with those procedures is a condition precedent to a motion to vacate on the arbitrator-related grounds under section 572B.23, subsection (a)(2). So if you suspect an arbitrator is biased and your agreement or the administering organization supplies a procedure for challenging arbitrators, use that procedure while the arbitration is pending rather than saving the objection for court.

Modifying or Correcting an Award

Under Minn. Stat. § 572B.24(a), on a motion filed within 90 days after you receive notice of the award in a record under section 572B.19, or within 90 days after you receive notice in a record of the arbitrator’s award on a motion to modify or correct under section 572B.20, a court must modify or correct the award if there was an evident mathematical miscalculation or an evident mistake in the description of a person, thing, or property referred to in the award; if the arbitrator made an award on a claim not submitted to the arbitrator and the award can be corrected without affecting the merits of the decision on the claims submitted; or if the award is imperfect in a matter of form not affecting the merits of the decision on the claims submitted. When an award arrives, read it promptly and check its arithmetic, the names of the parties, and the descriptions of any property it addresses, so that you can spot a correctable error while there is still time to act on it.

Deadlines to Challenge an Award

The grounds for each challenge are covered in Vacating, Modifying, or Correcting an Arbitration Award. This section covers timing.

A motion to modify or correct an award under Minn. Stat. § 572B.24(a) must be filed within ninety days after notice of the award (Mark Herll v. Auto-Owners Insurance Company, 879 F.3d 293 (8th Cir. 2018)). That time limit does not apply to a court’s authority to resubmit an award when the court is presented with a motion to confirm an ambiguous award. If an award is ambiguous, the court may submit the claim to the arbitrator to clarify the award under Minn. Stat. § 572B.20(d)(3).

Motions to Vacate

Under Minn. Stat. § 572B.23(b), you must file a motion to vacate within 90 days after you receive notice of the award in a record under section 572B.19, or within 90 days after you receive notice in a record of the arbitrator’s award on a motion to modify or correct the award under section 572B.20, unless the motion is based on the award having been procured by corruption, fraud, or other undue means. If your motion is based on corruption, fraud, or other undue means, you must file it within 90 days after you knew of that ground or, by the exercise of reasonable care, should have known of it. For a motion to vacate on any other ground, calendar the date you receive the award in a record, or the arbitrator’s ruling in a record on a motion to modify or correct it, because that receipt starts the 90-day period.

Motions to Modify or Correct in Court

Under Minn. Stat. § 572B.24(a), a court must modify or correct an award on a ground that subsection lists upon a motion filed within 90 days after you receive notice of the award in a record under section 572B.19.

Asking the Arbitrator to Correct the Award

In Minnesota, a party to the arbitration proceeding who asks the arbitrator, rather than the court, to modify or correct an award must make the motion and serve it on all parties within 20 days after the movant receives notice of the award (Minn. Stat. § 572B.20(b)). The arbitrator may grant the motion on the grounds stated in section 572B.24, subsection (a)(1) or (3), because the arbitrator has not made a final and definite award upon a claim submitted by the parties to the arbitration proceeding, or to clarify the award. A motion to vacate based on the award having been procured by corruption, fraud, or other undue means is subject to a different deadline (Minn. Stat. § 572B.23(b)) (Minn. Stat. § 572B.24(a)).

Confirmation When a Challenge Fails

If the court denies your motion to vacate and no motion to modify or correct the award is pending, the court must confirm the award under Minn. Stat. § 572B.23(d). If the court grants a motion to modify or correct filed under Minn. Stat. § 572B.24(a), it must modify or correct the award and confirm it as modified or corrected; otherwise, it must confirm the award.

Drafting a Clause That Survives Challenge

A clause that survives challenge is one the other side can read, understand, and point to as part of the deal they signed, with no ambiguity about what it covers or who decides disputes about it. Most enforceability fights start with a drafting gap, so closing those gaps at the contract stage is the cheapest protection you have.

Make the agreement to arbitrate easy to prove

Put the clause in the signed body of the contract, under its own plainly labeled heading, rather than burying it in a document the other party never saw. If you rely on online terms, keep a record of how the counterparty viewed and accepted them; the practical steps in Enforceability of Clickwrap Agreements in B2B Deals apply directly here. Keep signed copies, version histories, and any amendment that touches the dispute provisions, so you can show exactly which terms the parties agreed to and when.

Define what the clause covers

Describe the disputes you want arbitrated in concrete terms: claims arising out of the contract, claims relating to the relationship, or both. Say whether related agreements, affiliates, guarantors, or successors are included, and make the dispute provisions in each related document match one another.

Decide who rules on enforceability, and say so

The section titled “Who Decides Enforceability: Court, Arbitrator, or Delegation Clause?” explains why this choice matters.

Keep the terms balanced and workable

One-sided procedures give the other party material to work with. Review who pays fees, where the hearing takes place, how the arbitrator is selected, what discovery is available, and whether either side gives up remedies it would otherwise have.

Plan for a term that fails

Include a severability provision that addresses the arbitration clause specifically, and state what you want to happen if one piece of it, such as a class waiver or a fee term, is struck. Deciding that in advance keeps a single weak term from becoming an argument against the whole clause. The section titled “Will a Court Sever an Unenforceable Term?” covers how that question tends to play out.

Match the clause to the counterparty

A clause written for a negotiated deal between two businesses may not suit a contract with an employee, a consumer, or a regulated customer. Before reusing a template, check whether the counterparty or the type of claim calls for different treatment, as described in the section titled “Consumer and Employment Limits, Including Sexual Harassment Claims” and the section titled “Required Arbitration Disclosures in Minnesota.”

For how the arbitration clause fits alongside the other provisions in your agreements, see 5 Contract Clauses Every Growing Business Should Understand and the contracts practice hub.