Brown v. Dorsey & Whitney, Llp., Civil Action No. 03-0031 (RBW).

CourtUnited States District Courts. United States District Court (Columbia)
Citation267 F.Supp.2d 61
Docket NumberCivil Action No. 03-0031 (RBW).
PartiesPatricia Russell BROWN, Plaintiff, v. DORSEY & WHITNEY, LLP, Defendant.
Decision Date12 June 2003

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267 F.Supp.2d 61
Patricia Russell BROWN, Plaintiff,
Civil Action No. 03-0031 (RBW).
United States District Court, District of Columbia.
June 12, 2003.

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Jimmy A. Bell, Upper Marlboro, MD, for Plaintiff.

Diana Lynn Embrey and Barbara Louise Johnson, Paul, Hastings, Janofsky & Walker, LLP, Washington, DC, for Defendants.


WALTON, District Judge.

This case involves a race discrimination claim brought by the plaintiff, Patricia Russell Brown, against her former employer, Dorsey & Whitney, LLP ("Dorsey"). Currently before the Court is the defendant's Motion to Dismiss and Compel Arbitration [# 8, # 12], which is opposed by the plaintiff.1 For the reasons set forth below, the Court concludes that plaintiff must submit her claims to binding arbitration in accordance with the Employment Agreement she signed.

I. Factual Background

Patricia Russell Brown is an attorney who was formerly employed by the defendant law firm. Plaintiff is a graduate of Princeton University, where she received a Bachelor of Science in Chemical Engineering, and Harvard University, where she obtained her law degree. Compl.¶ 4.2 Prior to joining Dorsey, plaintiff was employed

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by two separate law firms; she worked at the first firm for a period of approximately five years and at the second firm for approximately two years. Defendant's Reply Memorandum in Support of Defendant's Motion to Dismiss and Compel Arbitration ("Def.'s Reply"), Exhibit ("Ex.") A (Resume of Patricia Russell Brown). Plaintiff was hired by Dorsey "[o]n or about October 16, 2000 ... as an associate attorney to manage the trademark prosecution practice in [Dorsey's] Washington, D.C. office." Compl. ¶ 8. Plaintiff has filed this lawsuit against Dorsey for alleged racial discrimination in violation of 42 U.S.C. § 1981 (2000) and the D.C. Human Rights Act ("DCHRA"), D.C.Code §§ 2-1401.01-2-1411.06 (2001). She alleges that she was the victim of racial discrimination as "the only African-American female manager in the [defendant's] trademark group[ ]" and she contends that she was made "responsible for performing the duties of a legal assistant" in addition to the duties of an associate without receiving "any additional compensation." Id. ¶¶ 11, 13. Plaintiff seeks to recover compensatory damages, punitive damages, as well as damages for lost income, pre-and post-judgment interest, and attorney's fees. Id. ¶¶ 51-55.

A. The Parties' Arguments

Defendant contends that this case should be dismissed because plaintiff is required to submit her claims to arbitration. Defendant does not challenge in its dismissal motion the validity of Brown's allegations of discrimination; it simply argues that any dispute that Brown has with Dorsey must be submitted to binding arbitration. This, it argues, is the result called for by the Employment Agreement3 that Brown signed when she joined the firm. Specifically, the Employment Agreement provides, in part:

11. You agree to be bound by the policies of the Firm, as adopted from time to time, including our dispute resolution policy. Additional information concerning these policies will be provided when you begin employment. In the meantime, if you wish to receive a copy of the dispute resolution policy, let me know.

Defendant's Memorandum in Support of Defendant's Motion to Dismiss and Compel Arbitration ("Def.'s Mem."), Ex. A (Declaration of Joan Oyaas, Chief Organization Development Officer for Dorsey & Whitney dated January 28, 2003) ("Oyaas Decl."), Ex. 2 (Employment Agreement signed by Patricia Brown on September 26, 2002).

The part of Dorsey's dispute resolution policy that Dorsey claims is applicable to Brown is entitled "Dispute Resolution Policy for Support Staff and Non-Partner Lawyers." It provides, in pertinent part:

As a condition of employment, any claims or disputes of any nature between an employee and the firm or any of its partners or employees shall be resolved exclusively by arbitration before the American Arbitration Association in Minneapolis, Minnesota pursuant to the Association's rules for commercial arbitration, but only after all internal resolution efforts have been exhausted. Minnesota law shall be the substantive law applied in any dispute. The venue for any dispute resolution shall be Minneapolis, Minnesota, in the case of lawyers and other exempt employees ... The decision of the Arbitrator(s) shall be final and binding upon both parties.

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Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. Regardless of whether a claim is arbitrated, any claim by either party for punitive damages is hereby waived. * * ... To the extent any clause or provision of this paragraph shall be determined to be invalid or unenforceable, or shall be determined to be invalid or unenforceable as applied to certain claims or issues, such determination shall not in any manner alter or affect either the validity and enforceability of the remainder of the paragraph or the validity and enforceability of the clause or provision in question as applied to any other claim or issue.

Oyaas Decl., Ex. 1 (Dorsey & Whitney Conflict Resolution Policy) at 1-2. This document was not given to Brown at the time she signed her employment agreement, although she was advised earlier that she could receive a copy upon her request. The Employment Agreement also provided:

We hope we have answered your questions about Dorsey & Whitney LLP. If you need answers to any outstanding questions or clarification of any of the terms and conditions set forth in this letter, please feel free to call me at [telephone number omitted]. We ask that you get back to us with your decision within two weeks since we are holding this position open for you. If you need some additional time, please let us know as we would be happy to review your request.

We also hope you find our offer of employment acceptable and to your satisfaction.

Oyaas Decl. Ex. 2 (Employment Agreement). Brown signed and dated the Employment Agreement on September 26, 2000.

Defendant argues that the language of the Employment Agreement, which stated that plaintiff agreed to be bound to the firm's "dispute resolution policy," mandates that plaintiffs claims of racial discrimination be submitted to arbitration, in accordance with the agreement plaintiff signed. Def.'s Mem. at 2. In addition, in anticipation of plaintiffs arguments in opposition to its position, defendant states that it will waive the "two provisions that Brown may contend prejudice her rights or otherwise inconvenience her: the provision precluding recovery of punitive damages and the provision requiring arbitration to take place in Minneapolis, Minnesota." Id. at 5.4

In opposition, plaintiff argues that the defendant's employment agreement is unconscionable, and hence unenforceable. Memorandum of Points and Authorities in Support of Plaintiff Patricia Russell Brown's Opposition to Defendant's Motion to Dismiss and Compel Arbitration ("PL.'s Opp'n") at 5. The agreement is unenforceable, plaintiff argues, because (1) plaintiff "was denied meaningful choice in deciding whether or not to sign the provision due to the fact that the [defendant intentionally

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failed to disclose [to her the] binding arbitration provision[,]" id. at 6; (2) the terms of the agreement "unreasonably favor[ed] the [d]efendant[,]" id. at 8; and (3) the arbitration provision does not provide plaintiff with the full array of relief that she is entitled to under 42 U.S.C. § 1981 and the D.C. Human Rights Act, particularly in light of the waiver of punitive damages and the choice of law and forum selection clauses. Id. at 12, 18. For these reasons, plaintiff argues that the Court should conduct a summary trial, pursuant to 9 U.S.C. § 4 (2000), because the facts suggest that plaintiff was fraudulently induced into signing the agreement, defendant misrepresented or failed to represent the material terms of the agreement, defendant had the intent to deceive plaintiff to induce her to sign the agreement, and plaintiff relied upon a reasonable interpretation of the term "dispute resolution policy" as not encompassing binding arbitration and the waiver of her rights to a trial by jury and punitive damages. Id. at 16-26. Finally, plaintiff argues that arbitration should not be required in this case because it is not clear that the parties agreed to arbitrate and, in the absence of clear evidence supporting a finding that both parties so agreed, a trial should be had to determine whether there was an "unequivocal agreement to that effect." Id. at 28 (citing 9 U.S.C. § 4); Smith Wilson Co. v. Trading & Dev. Establishment, 744 F.Supp. 14, 17 (D.C.Cir.1990) (quoting Par-Knit Mills v. Stockbridge Fabrics Co., 636 F.2d 51, 54 (3d Cir.1980)).

II. Analysis

A. Standard of Review

Defendant has filed a motion to dismiss "[p]ursuant to Federal Rule of Civil Procedure 12 ..." Def.'s Mem. at 1. Defendant does not state under which subsection of Rule 12 it seeks dismissal. Plaintiff does not address the applicable standard of review either, although she does cite cases in her opposition regarding the standard of review that applies when the Court considers a motion to dismiss for failure to state a claim. See Pl.'s Opp'n at 4. Both parties have attached documents to their pleadings, including declarations and affidavits, as well as the Employment Agreement at issue and the defendant's dispute resolution policy.

Technically, the defendant's motion does not "come[ ] within the ambit of Rule 12(b) of the Federal Rules of Civil Procedure, which allows a defendant to move to dismiss on, among other things, grounds that the court lacks subject matter jurisdiction or that the plaintiffs claim fails to state a claim upon which relief can be granted." Raasch v. NCR Corp., No. CIV.A. 3-02-272, 2003 WL...

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