Defendant Wise US Inc. (“Wise”) hereby files this Reply Brief in Support of its Motion to Compel Arbitration and Stay Proceedings or, in the alternative, Motion to Dismiss Complaint (the “Motion”), stating as follows:
I. Introduction
Plaintiff Youras Ziankovich (“Plaintiff”) asserts claims against Wise relating to funds transfers he attempted to make from his Wise account (the “Account”) and restrictions placed by Wise on those transfers. Plaintiff alleges a violation of 42 U.S.C. § 1981, a claim for declaratory and injunctive relief under 28 U.S.C. §§ 2201-2202, as well as common law claims of breach of contract, defamation and false light.
The documents that created the Account contain a binding arbitration provision which requires arbitration of any disputes “arising out of or related to” the relationship between Plaintiff and Wise. Specifically, Plaintiff was required to click a button indicating that he agreed to be bound by Wise’s Terms of Use and accompanying Customer Agreement (Personal) (the “Agreement”). (Doc. 13-1 at ¶¶ 7-24.)
Accordingly, Wise filed its Motion to Compel Arbitration and Stay Proceedings, or, in the alternative, Motion to Dismiss (the “Motion”). (Doc. 12-13.)
On March 27, 2026, Plaintiff filed his response in opposition to Wise’s Motion (the “Response”). (Doc. 16.) But, the Response does nothing to properly rebut the arguments Wise raised in its Motion. Specifically, Plaintiff misstates well-established Texas law that recognizes the validity of internet agreements such as the Agreement at issue here. Put plainly, the Agreement was validly entered into under Texas law, and the arbitration provision must be enforced because of this.
II. Argument
A. The Agreement is Valid and Enforceable Under Texas Law.
Plaintiff argues that the Agreement is unenforceable by mischaracterizing well-established contract principles in Texas regarding internet agreements. As a threshold matter, “Texas law holds internet agreements enforceable.” Alexander v. Experian Info. Sols., Inc., No. 4:24-CV-93, 2025 WL 1840599, at *5 (E.D. Tex. July 3, 2025).
Here, as in Alexander, Plaintiff’s chief argument is that he purportedly did not assent to the terms in the Agreement. Indeed, a binding contract under Texas law requires “(1) an offer; (2) an acceptance in strict compliance with the terms of the offer; (3) a meeting of the minds; (4) each party’s consent to the terms; and (5) execution and delivery of the contract with intent that it be mutual and binding.” Alexander, 2025 WL 1840599, at *4 (quoting In re Capco Energy, Inc., 669 F.3d 274, 279-80 (5th Cir. 2012)).
Here, Plaintiff assented to the Agreement by making his Account upon reasonable notice of the same at the time he registered for the Account.
B. The Three Types of Online Agreements.
Courts around the country generally recognize three different types of internet online agreements: “clickwrap” agreements, “browsewrap” agreements,1 and “sign-in-wrap” agreements.
Clickwrap agreements “are generally defined by the requirement that users assent to contract terms by ‘clicking’ some sort of ‘I agree’ or ‘accept’ button on a website to complete the transaction.” Alexander, 2025 WL 1840599, at *5.
Conversely, browsewrap agreements do not require a user to click an “I accept” button; instead, “the user assents to the terms of a browsewrap agreement simply by using the website.” Alexander, 2025 WL 1840599, at *6.
Finally, “[a] sign-in-wrap agreement notifies [website] users of the existence of the website’s terms and conditions and advises users that they are agreeing to the terms when registering an account or signing in.” Alexander, 2025 WL 1840599, at *6. The validity of whether a sign-in-wrap agreement is enforceable in Texas “turns on whether notice of the terms and conditions was reasonably conspicuous.” Id.
1 Plaintiff cites to Nguyen v. Barnes & Noble Inc., 763 F.3d 1171 (9th Cir. 2014), and Specht v. Netscape Commc’ns Corp., 306 F.3d 17, 29-30 (2d Cir. 2002), for the proposition that “where a website provides only a hyperlink to terms without requiring any affirmative manifestation of assent, a user’s continued use does not establish constructive notice.” However, the agreements and facts of these cases could not be any different from those here. In Nguyen, “[t]he website’s Terms of Use [were] available via a ‘Terms of Use’ hyperlink located in the bottom left-hand corner of every page on the . . . website, but the plaintiff was not required to click on the hyperlink for any reason.” 763 F.3d at 1174. Similarly, in Specht, “no clickwrap presentation accompanied” the plaintiffs’ download of the defendant’s product. 306 F.3d at 23. The agreements in those cases were browse-wrap agreements, not the sign-in-wrap agreement applicable here.
C. The Agreement Here is a Valid, Enforceable Sign-in-Wrap Agreement and Wise Presented Sufficient Evidence of Plaintiff’s Assent
Plaintiff summarily argues that the Agreement was not validly entered into without engaging in a meaningful analysis of the type of agreement at issue or the facts surrounding the creation of his Account.
As detailed in Andrea Macchiavello’s Declaration in Support of Wise’s Motion to Compel (the “Declaration”), the Agreement here is a valid sign-in-wrap agreement because a user must create an account prior to using Wise’s services, and, by creating an account, the user expressly manifests assent to the Terms of Use, which appear through a hyperlink on the registration page.
Wise contends that the enforceability of the arbitration provision turns on whether a user would have had reasonable notice of the Terms of Use.
Under Texas law, courts evaluate this issue from the perspective of a reasonably prudent smartphone user.
Wise argues that Plaintiff was required to:
- confirm his email address;
- verify his phone number;
- create a password;
- confirm his address and citizenship information; and
- before initiating a transfer, acknowledge the statement:
“By continuing, I accept the Terms of Use, consent to receive electronic records as outlined in our Electronic Communications Policy and Privacy Policy.”
Wise further states that the Terms of Use, Electronic Communications Policy, and Privacy Policy appeared as green hyperlinked text and provided constructive notice of the applicable agreements.
According to Wise, courts applying Texas law have repeatedly enforced similar online agreements where terms were displayed through conspicuous hyperlinks.
Wise argues that Plaintiff’s assertion that there was no signed agreement, no clickwrap acceptance, and no acceptance logs ignores the evidence contained in the Macchiavello Declaration.
Wise maintains that Plaintiff was required to enter his email address and click “Next,” thereby agreeing to the Terms of Use, which incorporated the Customer Agreement.
Wise also addresses Plaintiff’s argument concerning the September 2025 Customer Agreement.
According to Wise, Exhibit 1 to the Reply Brief contains the Customer Agreement that was in effect when Plaintiff opened the account on August 29, 2025, and Wise contends that the arbitration provisions in both versions are materially identical.
Wise additionally argues that Plaintiff agreed to the Terms of Use each time he initiated a transfer, including the October 17, 2025 and October 21, 2025 transactions that form part of the dispute.
Wise rejects Plaintiff’s contention that he lacked knowledge of the arbitration provision, arguing that Texas contract law focuses on objective notice rather than subjective understanding.
Wise further argues that Plaintiff mischaracterized its position regarding continued use of the platform.
According to Wise, it does not rely on mere continued use as evidence of assent, but instead relies on Plaintiff’s repeated acceptance of the Terms of Use when initiating transfers.
Wise concludes that a reasonably prudent user would have understood that he was agreeing to the Terms of Use when creating and using the account and that the arbitration provision is therefore enforceable.
D. By Incorporating the Rules of the AAA, the Customer Agreement Properly Delegated Issues of Arbitrability to the Arbitrator
Plaintiff argues that incorporation of the American Arbitration Association Consumer Arbitration Rules is insufficient to delegate questions of arbitrability to the arbitrator.
Wise contends that this argument is foreclosed by binding Fifth Circuit precedent.
According to Wise, the arbitration provision expressly incorporates the AAA Rules, which provide that:
“The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement.”
Wise relies primarily on Petrofac, Inc. v. DynMcDermott Petroleum Operations Co., 687 F.3d 671 (5th Cir. 2012).
In Petrofac, the Fifth Circuit held that incorporation of the AAA Rules constitutes clear and unmistakable evidence that the parties agreed to arbitrate issues of arbitrability.
Wise further notes that Petrofac cited multiple federal appellate decisions reaching the same conclusion, including decisions from:
- the First Circuit;
- the Second Circuit;
- the Eighth Circuit;
- the Eleventh Circuit; and
- the Federal Circuit.
Wise argues that Plaintiff provides no valid basis for departing from this binding authority.
Accordingly, Wise maintains that once the Court determines that an arbitration agreement exists, any remaining disputes concerning arbitrability must be decided by the arbitrator rather than the Court.
E. Since the Agreement is Valid, this Court Should Compel Arbitration
Wise argues that all requirements of the Federal Arbitration Act have been satisfied.
First, Wise notes that the arbitration agreement is in writing.
Second, Wise contends that the transaction involved interstate or foreign commerce because:
- Plaintiff resides in Texas;
- Wise is headquartered in New York; and
- Plaintiff used Wise’s services to send funds internationally.
Wise argues that these facts bring the dispute squarely within the scope of the Federal Arbitration Act.
Third, Wise contends that Plaintiff’s claims fall within the broad scope of the arbitration provision.
According to Wise, the provision expressly covers disputes arising under:
- contract;
- tort;
- statute;
- fraud;
- misrepresentation; and
- any other legal theory.
Wise argues that Plaintiff failed to demonstrate that the arbitration clause is not susceptible to an interpretation covering the present dispute.
Because:
- the agreement is written;
- the transaction involves interstate or foreign commerce; and
- the claims fall within the scope of the arbitration clause;
Wise concludes that the Court should compel arbitration and stay the litigation.
F. Alternatively, Plaintiff’s Complaint Should Be Dismissed
1. 42 U.S.C. § 1981: Plaintiff Does Not Allege Racial Discrimination
Wise argues that Plaintiff fails to state a claim under 42 U.S.C. § 1981 because he does not allege discrimination based on race.
According to Wise, a plaintiff asserting a § 1981 claim must be a member of a protected racial or ethnic group and must plausibly allege discrimination based on that status.
Wise contends that Plaintiff relies exclusively on his Belarusian national origin and argues that Belarusian identity functioned as a proxy for ancestry or ethnic identity.
Wise responds that the authorities cited by Plaintiff are distinguishable.
In particular, Wise argues that Saint Francis College v. Al-Khazraji, 481 U.S. 604 (1987), involved allegations of discrimination based on ancestry and ethnic characteristics, whereas Plaintiff allegedly does not identify any comparable racial or ethnic classification.
Wise further argues that the Complaint contains no allegation that Wise knew Plaintiff’s ancestry or race, nor that any decision concerning his account was based upon such characteristics.
According to Wise, Plaintiff identifies only the term “Belarus” and alleges that Wise treated it as a marker of risk or illegality.
Wise contends that this allegation concerns geography and national origin, not race.
Wise relies heavily on Kostic v. United Parcel Service, Inc., 532 F. Supp. 3d 513 (M.D. Tenn. 2021), where the court rejected an attempt to characterize “Eastern European” as a race for purposes of § 1981. :contentReference[oaicite:0]{index=0}
Quoting Kostic, Wise argues that geographic origin alone does not establish a cognizable racial classification and that Plaintiff likewise fails to identify a race protected by § 1981. :contentReference[oaicite:1]{index=1}
Wise concludes that “Belarusian” is not a race and that Plaintiff’s failure to identify any protected racial classification is fatal to his § 1981 claim. :contentReference[oaicite:2]{index=2}
2. Breach of Contract: Plaintiff Fails to Identify a Breach
Wise next argues that Plaintiff’s breach of contract claim fails because he does not identify any specific contractual provision that Wise allegedly breached.
According to Wise, Plaintiff asserts that a Wise account is a service allowing users to hold, spend, send, and receive money, but Wise contends that no such language appears in the governing agreement. :contentReference[oaicite:3]{index=3}
Wise argues that the Customer Agreement instead defines a Wise Account as a multi-currency account that may include a Main Account, Jar, or Group account. :contentReference[oaicite:4]{index=4}
Wise therefore maintains that Plaintiff still fails to identify a contractual obligation that was actually violated. :contentReference[oaicite:5]{index=5}
Wise also addresses Plaintiff’s argument that contractual provisions allowing Wise to refuse users or decline transfers render the agreement illusory.
Wise argues that illusoriness is not an independent cause of action but rather an affirmative defense concerning contract validity. Wise cites In re 24R, L.O.T.C. Group Ltd. v. Accelerate360 LLC, In re AdvancePCS Health LP, Arnold v. HomeAway, Inc., and Light v. Centel Cellular Co. in support of that proposition. :contentReference[oaicite:6]{index=6}
According to Wise, Plaintiff cannot simultaneously argue that the contract was breached and that the same contract is invalid because it is illusory. :contentReference[oaicite:7]{index=7}
For those reasons, Wise contends that the breach-of-contract claim should be dismissed. :contentReference[oaicite:8]{index=8}
3. Defamation: There Was No Publication
Wise argues that Plaintiff’s Complaint does not allege publication of any defamatory statement to a third party.
Wise specifically addresses Plaintiff’s references to MoneyGram and JPMorgan Chase and contends that these references do not identify any actual statement communicated by Wise to those entities. :contentReference[oaicite:9]{index=9}
According to Wise, Plaintiff offers only speculation that information may have been shared through financial institutions.
Wise characterizes those assertions as unsupported and conclusory and argues that they do not satisfy the publication element required for a defamation claim. :contentReference[oaicite:10]{index=10}
Because no publication is alleged, Wise contends that the defamation claim must be dismissed. :contentReference[oaicite:11]{index=11}
4. False Light: There Is No Such Claim
Wise notes that Plaintiff acknowledged in his opposition brief that Texas does not recognize a standalone false-light claim.
Wise therefore agrees that dismissal of the false-light claim is appropriate. :contentReference[oaicite:12]{index=12}
III. CONCLUSION
For the foregoing reasons, Wise respectfully requests that the Court:
- grant its Motion to Compel Arbitration;
- stay the proceedings pending arbitration;
- or, alternatively, dismiss Plaintiff’s Complaint for failure to state a claim.
Respectfully submitted this 2nd day of April, 2026.
/s/ Reid S. Manley
Reid S. Manley
BURR & FORMAN, LLP
Attorney for Defendant Wise US Inc.