Rojas v. TK Communications, Inc.
| Citation | 87 F.3d 745 |
| Decision Date | 11 July 1996 |
| Docket Number | No. 95-50882,95-50882 |
| Parties | 71 Fair Empl.Prac.Cas. (BNA) 664, 68 Empl. Prac. Dec. P 44,262 Camille ROJAS, Plaintiff-Appellant, v. TK COMMUNICATIONS, INC., d/b/a KXTN Radio Station and Tichenor Media Systems, Inc., d/b/a KXTN Radio Station, Defendants-Appellees. Summary Calendar. |
| Court | United States Courts of Appeals. United States Court of Appeals (5th Circuit) |
Sabrina C. Arellano, San Antonio, TX, for plaintiff-appellant.
Timothy Herman Bannwolf, George P. Parker, Jr., Wells, Pinckney & McHugh, San Antonio, TX, for T.K. Communications, Inc. dba KXTN Radio Station, defendant-appellee.
R. Laurence Macon, Shelton E. Padgett, Akin, Gump, Strauss, Hauer & Feld, San Antonio, TX, for Tichenor Media Systems, Inc. dba KXTN Radio Station, defendant-appellee.
Appeal from the United States District Court for the Western District of Texas.
Before WIENER, EMILIO M. GARZA and PARKER, Circuit Judges.
FACTS
In 1991, Camille Rojas was employed as a disc jockey by TK Communications Inc. ("TK"), which operated KXTN radio station in San Antonio, Texas. During her tenure at the station, Rojas alleges that she was sexually harassed by her supervisor, Jesse Arce. Despite her complaints, Rojas alleges that TK never took corrective action and that Arce and another supervisor retaliated against her because of her complaints. Rojas resigned from employment with KXTN on December 22, 1991.
While working at the radio station, Rojas executed an employment agreement with her employer. Paragraph 23 of that agreement provides, in pertinent part, as follows:
23. Arbitration Except for breaches or threatened breaches of the provisions of Paragraphs 15 through 18 relating to equitable relief, any action contesting the validity of this Agreement, the enforcement of its financial terms, or other disputes shall be submitted to arbitration pursuant to the American Arbitration Association in Ft. Lauderdale, Florida....
Despite this arbitration clause, Rojas commenced this lawsuit against TK and Tichenor Media Systems, Inc., ("Tichenor"). 1
In her original petition, Rojas alleged that she was subjected to sexual harassment and retaliation by TK for having complained of the alleged sexual harassment, in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq. Rojas joined Tichenor as a defendant under a theory of successorship liability. TK and Tichenor filed their answers, denying Rojas' allegations.
TK then sought to dismiss the action on the ground that Rojas' claims were subject to the mandatory arbitration clause in her employment agreement. Tichenor filed a motion for summary judgment claiming that it had no successor liability in connection with Rojas' underlying claim.
On October 30, 1995, the district court granted TK's motion to dismiss and Tichenor's motion for summary judgment. The court first ruled that Rojas must arbitrate her claims against TK in accordance with the arbitration clause in her employment agreement. The court further held that, as a matter of law, Tichenor had no liability to Rojas as a successor to TK. This appeal followed.
The district court's dismissal of Rojas' claims and grant of summary judgment are subject to de novo review. Burns-Toole v. Byrne, 11 F.3d 1270 (5th Cir.1994) (internal citation omitted). A district court's grant of summary judgment is proper when "there is no genuine issue as to any material fact" and "the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c). The evidence presented to the trial court is viewed in a light most favorable to the nonmovant. Hassan v. Lubbock Indep. Sch. Dist., 55 F.3d 1075, 1078 (5th Cir.1995).
The district court concluded that Rojas' Title VII claims were subject to compulsory arbitration. Rojas challenges this conclusion on several grounds. First, she claims that Title VII claims fall within the Federal Arbitration Act's ("FAA") "contracts of employment" exclusion. Therefore, she contends she is not required to arbitrate her claims. In the alternative, she argues that even if her claims are not within the FAA's exclusion, the contract in question contains a narrow arbitration clause which is inapplicable to her claims. Finally, she contends that the employment agreement in question is an unconscionable contract of adhesion and is therefore unenforceable. We address each of these arguments below.
Under the FAA, "[a] written provision in ... a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract ... 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. None of the parties disputes that Rojas' contract with TK for employment as a disc jockey is one "involving commerce" within the meaning of § 2 of the FAA. However, Rojas contends that her employment contract is excluded from the FAA's coverage.
Section 1 of the FAA provides, in pertinent part: "but nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce." 9 U.S.C. § 1 et seq. Arguing for a broad reading of this section, Rojas contends that because she is a worker engaged in interstate commerce, the FAA does not apply to her contract of employment. We disagree.
In 1991, the Supreme Court held that an employee, who agreed to arbitrate claims arising out of his employment, was required to arbitrate a claim under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., and therefore was barred from a federal court lawsuit. Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 111 S.Ct. 1647, 114 L.Ed.2d 26 (1991). Following Gilmer this court held that Title VII claims must likewise be arbitrated. In Alford v. Dean Witter Reynolds, Inc., 939 F.2d 229 (5th Cir.1991), an employee sued under Title VII for discriminatory discharge. Although the employee was subject to an arbitration agreement, the district court refused to dismiss the case or to compel arbitration. This court affirmed. However, the Supreme Court subsequently vacated our affirmance and remanded for further consideration in light of Gilmer, supra. Relying on Gilmer, we held that the employee's Title VII claim must be arbitrated:
Because both the ADEA and Title VII are similar civil rights statutes, and both are enforced by the EEOC ... we have little trouble concluding that Title VII claims can be subjected to compulsory arbitration. Any broad public policy arguments against such a conclusion were necessarily rejected by Gilmer.
939 F.2d at 230. While the preceding statement would appear to dispose of the issue presently before the court, we must address a distinction between the facts of the instant case and those present in both Gilmer and Alford.
In Gilmer the Supreme Court noted:
[I]t would be inappropriate to address the scope of the § 1 exclusion because the arbitration clause being enforced here is Gilmer, 500 U.S. at 24 n. 1, 111 S.Ct. at 1651 n. 1.
not contained in a contract of employment. The FAA requires that the arbitration clause being enforced be in writing. See 9 U.S.C. §§ 2, 3. The record before us does not show, and the parties do not contend, that Gilmer's employment agreement with [his employer] contained a written arbitration clause. Rather, the arbitration clause at issue in Gilmer's securities registration application, which is a contract with the securities exchanges, not with [his employer].... Consequently, we leave for another day the issue [of whether § 1 excludes from the FAA all "contracts of employment"].
Similarly, in Alford, a case that also dealt with an arbitration clause contained in a contract between an employee and a securities exchange rather than an employer, we noted that the Supreme Court had expressly refused to address the issue now before the court. See Alford, 939 F.2d at 230 n. * ( that courts should be mindful of the potential issue presented by the exclusionary language present in § 1 of the FAA when dealing with arbitration clauses contained in employment contracts between employers and employees). Consequently, we must determine the scope of the exclusionary language present in § 1.
We are not the first to address the scope of the exclusions present in § 1. In fact, numerous other courts have addressed this very issue, the majority of which have determined that the exclusionary language present in § 1 is to be narrowly construed. 2 Particularly persuasive is a recent opinion from the Sixth Circuit.
In Asplundh Tree Expert Co. v. Bates, 71 F.3d 592 (6th Cir.1995), the court, after a thorough analysis of the treatment of this issue by its sister circuits, came to the following conclusion:
[T]he exclusionary clause of § 1 of the Arbitration Act should be narrowly construed to apply to employment contracts of seamen, railroad workers, and any other class of workers actually engaged in the movement of goods in interstate commerce in the same way that seamen and railroad workers are. We believe this interpretation comports with the actual language of the statute and the apparent intent of the Congress which enacted it. The meaning of the phrase "workers engaged in foreign or interstate commerce" is illustrated by the context in which it is used, particularly the two specific examples given, seamen and railroad employees, those being two classes of employees engaged in the movement of goods in commerce.
If Congress had intended to exclude all contracts of employment from FAA coverage, Congress could simply have used statutory language in § 1 similar to the following: "... but nothing herein contained shall apply to any contracts of employment." Congress did not do this. As another...
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