Green v. U.S. Xpress Enters., Inc.

• Decision Date: 17 January 2020
• Docket Number: Case No. 1:19-cv-92
• Citation: 434 F.Supp.3d 633
• Parties: April GREEN, individually and on behalf of others similarly situated, Plaintiff, v. U.S. XPRESS ENTERPRISES, INC. et al., Defendants.
• Court: U.S. District Court — Eastern District of Tennessee

434 F.Supp.3d 633

April GREEN, individually and on behalf of others similarly situated, Plaintiff,

v.U.S. XPRESS ENTERPRISES, INC. et al., Defendants.

Case No. 1:19-cv-92

United States District Court, E.D. Tennessee, Southern Division, at Chattanooga.

Signed January 17, 2020

Justin L. Swidler, Pro Hac Vice, Matthew D. Miller, Pro Hac Vice, Travis Martindale-Jarvis, Pro Hac Vice, Swartz Swidler, LLC, Cherry Hill, NJ, for Plaintiff.

Alaina C. Hawley, Elizabeth A. Paynter, James A. Eckhart, Pro Hac Vice, James H. Hanson, Karen Reisinger, Pro Hac Vice, Scopelitis Garvin Light Hanson & Feary, P.C., Indianapolis, IN, for Defendants.

MEMORANDUM AND ORDER

TRAVIS R. MCDONOUGH, UNITED STATES DISTRICT JUDGE

Before the Court is Defendants' motion to compel arbitration pursuant to the Tennessee Uniform Arbitration Act ("TUAA"), Tenn. Code Ann. § 29-5-302 et seq. , and to dismiss this action (Doc. 49).For the reasons set forth below, the Court will GRANT IN PART and DENY IN PART the motion.The Court will compel arbitration on all of Plaintiff's claims but will STAY this matter pending arbitration, rather than dismiss it.Additionally, the Court will DENY AS MOOTPlaintiff's motion for conditional certification of a collective action (Doc. 36).

I.BACKGROUND

PlaintiffApril Green and those she seeks to represent in a collective action worked as commercial truck drivers in Defendants' Lease-Purchase Driver Program (the "Program").The Program allegedly required participants to lease trucks and other equipment from DefendantU.S. Xpress Leasing, Inc.("USXL"), and "subleas[e] the tractors and their driving services" to DefendantU.S. Xpress, Inc.("USX").(Doc. 1, at 4, 12.)DefendantU.S. Xpress Enterprises, Inc.("USXE"), is a parent corporation of USXL and USX.(Id. at 3.)These three corporations (collectively, "Defendants") haul and deliver freight across the United States.(Id. at 3.)Defendants John Does One through Twenty are persons who created or implemented the defendant corporations' allegedly unlawful policies and those who controlled their payroll processing.(Id. at 5.)Defendants classified Plaintiff and other drivers in the Program as independent contractors.(Id. at 14.)

Allegedly as a requirement to participate in the Program, Plaintiff signed an Independent Contractor Agreement ("ICA") with USX and an Equipment Lease Agreement ("ELA") with USXL.(Id. at 4.)Both agreements include arbitration provisions.(Doc. 50-1, at 16–17(arbitration provision in ICA);id. at 45(arbitration provision in ELA).)¹The ICA provides for disputes arising from the ICA to be resolved in arbitration as follows:

To the extent any disputes (including requests for preliminary relief) arise in connection with or relate to this Agreement, including any allegation of a tort, or of breach of this Agreement, or of violations of the requirements of any applicable government authorities, whether local, state, federal, or foreign, including but not limited to the federal leasing regulations (49 C.F.R. Part 376), CARRIER and INDEPENDENT CONTRACTOR agree to submit such disputes to final and binding arbitration in accordance with (1) the Commercial Arbitration Rules (and related arbitration rules governing requests for preliminary relief) of the American Arbitration Association or of such other arbitration organization as the parties agree on in writing ("AAA"), (2) the Federal Arbitration Act(ch. 1 of tit. 9 of United States Code, with respect to which the parties agree that this Agreement is not an exempt "contract of employment") or, if the Federal Arbitration Act is held not to apply, the arbitration laws of the State of Tennessee(including the Tennessee Arbitration Act, codified at Tenn. Code § 29-5-302 et seq. ) and (3) the procedures that follow.The parties intend the arbitrator to decide all issues, including those relating to the scope of this Paragraph 19, to the maximum extent permitted by law.Any demand for arbitration shall be filed with the AAA's office located in or closest to Chattanooga, TN, within one (1) year of the accrual of the claim.The arbitration shall be conducted at a point agreed upon in writing by the parties or in Chattanooga, TN.Any civil action for enforcement of this Paragraph 19 or of any arbitration award issued under it shall be brought exclusively in, and the parties hereby consent to the jurisdiction and venue of, the state and federal courts of competent jurisdiction serving Hamilton County, TN.Failure to file the demand within the one-year period shall be deemed a full waiver of the claim.Notwithstanding anything to the contrary contained or referred to in this Agreement, THE PARTIES AGREE THAT NO CONSOLIDATED OR CLASS ARBITRATIONS SHALL BE ALLOWED AND THAT THE ARBITRATOR IS NOT EMPOWERED TO CERTIFY, CONDUCT, OR AWARD RELIEF IN A CONSOLIDATED OR CLASS ARBITRATION.If a court or arbitrator nevertheless allows or requires a consolidated or class arbitration, the parties agree that such a determination is immediately appealable and that all proceedings, including discovery, shall be stayed pending the appeal.In the event the determination is not reversed on appeal, the parties agree that this Paragraph 19 in its entirety, and any prior or subsequent arbitration award under it, shall be null and void, and any disputes between the parties shall be resolved by court action, not arbitration.Each party shall pay its own AAA arbitration filing fees and an equal share of the fees and expenses of the arbitrator, provided that if INDEPENDENT CONTRACTOR leases no more than one commercial motor vehicle to all carriers combined, CARRIER shall pay the full fees and expenses of the arbitrator as well as (i) the full arbitration filing fee, if CARRIER is the claimant, or (ii) the portion of the AAA filing fee that exceeds the filing fee then in effect for civil actions in the United States District Court for the district that includes Chattanooga, TN, if INDEPENDENT CONTRACTOR is the claimant.In all other respects, except to the extent otherwise determined by law, as construed and applied by the arbitrator, the parties shall be responsible for their own respective arbitration expenses, including attorneys' fees.Both parties agree to be fully and finally bound by the arbitration award, and, where allowed by law, a judgment may be entered on the award in any court having jurisdiction thereof.

(Id. at 16–17(emphasis in original).)The arbitration provision in the ELA states:

DISPUTE RESOLUTION.

a. Arbitration Required for All Disputes.Any dispute (including a request for preliminary relief) arising in connection with or relating to this Agreement, its terms, or its implementation, including any allegation of a tort, or of breach of this Agreement, or of violations of the requirements of any applicable government authorities, whether local, state, federal, or foreign, including but not limited to the federal leasing regulations (49 C.F.R. Part 376), shall be fully and finally resolved by arbitration in accordance with (1) the Commercial Arbitration Rules (and related arbitration rules governing requests for preliminary relief) of the American Arbitration Association("AAA"); (2) the Federal Arbitration Act(ch. 1 of tit. 9 of United States Code, with respect to which the parties agree that this Agreement is not an exempt "contract of employment") or, if the Federal Arbitration Act is held not to apply, the arbitration laws of the state of Tennessee; and (3) the procedures set forth below.

b. No Consolidated or Class Arbitrations.Notwithstanding anything to the contrary contained or referred to in this Agreement, the parties agree that no consolidated or class arbitrations shall be conducted.If a court or arbitrator decides for any reason not to enforce this ban on consolidated or class arbitrations, the parties agree that this Section 34, in its entirety, shall be null and void, and any disputes between the parties shall be resolved by court action, not arbitration.In such event, jurisdiction for any such action shall lie exclusively within the Circuit Courts serving Chattanooga, Tennessee.

(Id. at 45(emphasis in original).)

Green filed this action on March 26, 2019, asserting: (1) individual and collective claims for failure to pay minimum wage for all hours worked, pursuant to Section 16(b) of the Fair Labor Standards Act("FLSA"), 29 U.S.C. § 216(b); and (2) individual and class claims for (a) violations of the Federal Leasing Regulations, 49 C.F.R. § 376.12, promulgated under the Truth-in-Lending Act, 49 U.S.C. § 14704 et seq.("TILA"),²(b) breach of contract, (c) violations of the Tennessee Consumer Protection Act ("TCPA"), and (d) unjust enrichment, pursuant to Federal Rule of Civil Procedure 23.(Doc. 1.)Green moved for conditional certification of her FLSA claim on July 26, 2019, seeking to represent herself and all individuals who worked for Defendants as Lease Drivers from March 26, 2016, through the present.(Doc. 36.)

On October 18, 2019, Defendants moved to compel arbitration and dismiss the complaint.(Doc. 49.)Plaintiff timely responded, opposing the motion.(Doc. 53.)Defendants' motion is now ripe for the Court's review.³

II.STANDARD OF REVIEW

Usually when the Court considers a motion to compel arbitration, its analysis is governed by the Federal Arbitration Act("FAA").Here, however, the parties agree that the FAA exempts these agreements from its coverage because they are part of employment contracts with interstate truckers.(Doc. 50, at 7 n. 1;Doc. 53, at 1.)The Court, too, agrees that the FAA does not govern the parties' dispute.⁴

The TUAA, which includes no exemption for transportation workers, provides for parties to agree to arbitrate their disputes, as follows:

(a) A written agreement to submit any existing controversy to arbitration or a provision in a written contract to submit to arbitration any controversy thereafter arising between the parties is valid, enforceable and

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