Caley v. Gulfstream Aerospace Corp.

Decision Date31 October 2005
Docket NumberNo. 04-14462.,No. 04-14463.,04-14462.,04-14463.
Citation428 F.3d 1359
PartiesLee CALEY, William Etzel, Stanley Walker, and all persons similarly situated, Plaintiffs-Appellants, v. GULFSTREAM AEROSPACE CORPORATION, General Dynamics Corporation, Defendants-Appellees. Dianne Jackson, Marlon Greene, Robert Vouk, Willie Mae Stewart, and all persons similarly situated, Plaintiffs-Appellants, v. Gulfstream Aerospace Corporation, General Dynamics Corporation, Defendants-Appellees.
CourtU.S. Court of Appeals — Eleventh Circuit

Harlan S. Miller, III, Miller, Billips & Ates, P.C., Atlanta, GA, for Appellants.

Wade W. Herring, II, Shawn A. Kachmar, Hunter, Maclean, Exley, Dunn, P.C., Savannah, GA, James H. Cox, III, Atlanta, GA, for Appellees.

Ann Elizabeth Reesman, McGuiness, Norris & Williams, LLP, Stephen A. Bokat, Nat. Chamber Lit. Ctr., Inc., Washington, DC, for Amici Curiae.

Appeals from the United States District Court for the Northern District of Georgia.

Before BIRCH, HULL and BOWMAN*, Circuit Judges.

HULL, Circuit Judge:

The plaintiffs-appellants ("plaintiffs") in this case are employees and former employees of defendant Gulfstream Aerospace Corporation ("Gulfstream"), which adopted a dispute resolution policy (the "DRP") during the plaintiffs' employment. The plaintiffs subsequently filed two law suits against Gulfstream alleging various discrimination and other claims under the Age Discrimination in Employment Act ("ADEA"), the Fair Labor Standards Act ("FLSA"), the Employee Retirement Income Security Act ("ERISA"), and Title VII. The district court granted the defendants' motions to compel arbitration of the plaintiffs' claims and to dismiss pursuant to the DRP. On appeal, the plaintiffs argue that Gulfstream's DRP is unenforceable. After review and oral argument, we affirm.

I. BACKGROUND
A. Dispute Resolution Policy

Each of the plaintiffs is a current or former employee of Gulfstream and was employed at Gulfstream's Savannah, Georgia, facility during the relevant period from the summer of 2002 until the spring of 2003. During the summer of 2002, Gulfstream adopted the DRP to serve as its exclusive method for resolving covered employment-related disputes between itself and its employees.

On or about July 15, 2002, Gulfstream mailed to all of the workers employed at its Savannah facility a copy of the DRP, an explanatory cover letter, and a question-and-answer form. An outside company mailed the documents by first-class mail to the employee addresses on file with Gulfstream's human resources department.1 In addition, Gulfstream placed the DRP and accompanying documents on the company intranet accessible by the plaintiffs. Gulfstream also distributed the DRP electronically through the Management Newsletter emailed to approximately 1,000 employees. Gulfstream also posted notices relating to the DRP's implementation, but not the DRP itself, on thirteen bulletin boards throughout the Savannah facility.

The explanatory cover letter, mailed with the DRP on July 15, 2002, read in part as follows: "The DRP will become the exclusive procedure to resolve covered workplace disputes — so you should carefully read the enclosed brochure. This policy, which will become effective on August 1, 2002, will be a condition of continued employment. All covered claims will be subject to this DRP at that time." (Emphasis added.)

In addition, the DRP itself included the following clause explaining that the DRP was a contract and that an employee's continuation of employment constituted acceptance:

Acceptance/No Change in Terms of Employment The submission of an application, acceptance of employment or the continuation of employment by an individual shall be deemed to be acceptance of the DRP. No signature shall be required for the policy to be applicable. The mutual obligations set forth in this DRP shall constitute a contract between the Employee and the Company but shall not change an Employee's at-will relationship or any term of any other contract or agreement between the Company and Employee. This Policy shall constitute the entire agreement between the Employee and Company for the resolution of Covered Claims.

The DRP established a four-level dispute-resolution process, as follows: Level One: Human Resources Review; Level Two: Management Panel Review; Level Three: Mediation; Level Four: Arbitration. The DRP explained how each level would work and set forth specific discovery rules.

The DRP also contained a time-based waiver applicable to employees. Specifically, the DRP provided that an employee's failure to submit a covered claim to the next level within thirty days of the final determination at a given level would waive the employee's rights to pursue the covered claim. While an employee was required to proceed through each level sequentially, the DRP specified that Gulfstream "may elect to bypass one or more steps prior to arbitration for disputes with applicants for employment, with former employees, or if the Company is the initiating party." In addition, no time-based waiver applied to Gulfstream under the DRP.

The DRP defined "covered claims" as "employment-related claims. . . of a legal right, obligation or entitlement regarding or arising from the employment relationship." The DRP further provided that Covered Claims include, but are not limited to, the following:

1. Claims relating to involuntary terminations, such as layoffs and discharges (including constructive discharges);

2. Employment discrimination and harassment claims, based on, for example, age, race, sex, religion, national origin, veteran status, citizenship, disability or other characteristic protected by law; Retaliation claims for legally protected activity, and/or for whistleblowing;

3. Claims relating to state or federal Family and Medical Leave Acts;

4. Claims relating to workplace accommodation due to physical or mental disabilities;

5. Tort claims, intentional torts, negligence, defamation, invasion of privacy, infliction or [sic] emotional distress, etc.;

6. Claims of violation of public policy; and

7. Claims based on express or implied contracts.

The DRP specifically excluded the following claims from its provisions:

Excluded Claims

Claims excluded from the DRP are the following:

1. Claims for benefits under a Company benefit plan, including those covered by Retirement Income Security Act of 1974 (ERISA);

2. Claims for workers' compensation, violations of specific safety requirements or unemployment compensation benefits;

3. Claims involving patents or inventions;

4. Claims covered under the National Labor Relations Act; 5. Claims against the Company or a present or former Employee which do not have any relationship to the Employee's work or relationship to the Company;

6. Claims which are personal in nature and do not involve a claim of a legal right, obligation or entitlement.

The DRP further provided that for certain limited claims, either the employee or Gulfstream "may . . . apply to any court of competent jurisdiction and seek interim provisional, injunctive, or other equitable relief until the arbitration award is rendered or the Covered Claim is otherwise resolved."2 None of the claims in this case falls within this provision.

The DRP explicitly provided that it was "the sole and exclusive forum and remedy for all Covered Claims." It further provided that the employee and Gulfstream waived any right to jury trial, as follows: "The Employee and Company agree and hereby waive any right to jury trial for any Covered Claim."

Finally, the DRP provided that Gulfstream retained the right to modify or terminate the DRP on thirty days' written notice and that the policy in effect at the time a claim was received would govern the process by which the claim was determined.

In March 2003, Gulfstream modified certain terms of the DRP and noticed and distributed it by the same methods as the original version. The terms of the modified DRP were substantially similar. However, the revised DRP provided that the employee agreed that no "Covered Claim" may be brought as a class or collective action under the DRP.3 The revised DRP also stated that the employee's continued employment would constitute acceptance. The effective date of the modification was April 10, 2003, and each of the plaintiffs was employed when notice of the modification to the DRP was given and on the effective date.

B. Plaintiffs' Lawsuits

On November 17, 2003, the plaintiffs filed two related complaints seeking damages and equitable relief from defendants Gulfstream and its parent company, General Dynamics Corporation ("General Dynamics"). In Caley, et al. v. Gulfstream Aerospace Corp. and General Dynamics Corp., the plaintiffs' complaint asserted claims on behalf of an estimated class of two hundred workers under the FLSA, charging that the defendants deliberately mischaracterized the plaintiffs as exempt from overtime pay requirements and therefore failed to pay the plaintiffs for hours worked in excess of forty per week. The same counsel filed the complaint in Jackson, et al. v. Gulfstream Aerospace Corp. and General Dynamics Corp. on behalf of an estimated class of one hundred workers, charging the same defendants with ADEA and ERISA violations, asserting other Georgia-law contract claims, and alleging individual claims of race discrimination, a retaliation claim, and a gender discrimination claim under Title VII and an FLSA retaliation claim on behalf of certain plaintiffs.4

In response to the complaints, the defendants filed motions to compel arbitration and to dismiss both actions. On March 10, 2004, General Dynamics (later joined by Gulfstream) moved to treat the Caley and Jackson actions as related. The motion was granted on March 26, 2004.

On August 24, 2004, the district court entered an order granting the defendants' motions to compel arbitration and to dismi...

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