Heurtebise v. Reliable Business Computers

Decision Date16 July 1996
Docket NumberDocket No. 102019,No. 5,5
Citation550 N.W.2d 243,452 Mich. 405
Parties, 11 IER Cases 1665 Theresa A. HEURTEBISE, Plaintiff-Appellant, v. RELIABLE BUSINESS COMPUTERS, Inc., a Michigan corporation, Defendant-Appellee. Calendar
CourtMichigan Supreme Court

Goodman, Eden, Millender & Bedrosian by Christopher R. Holliday and Julia Sherwin, Detroit, for plaintiff.

Shapack, McCullough & Kanter, P.C. by Alan M. Kanter, Michael R. Shpiece, and Michael L. Geller, Bloomfield Hills, and Walton & Stafford, P.C. by Jonathan T. Walton, Jr., and Laura S. Stafford, Detroit, for defendant.

Frank J. Kelley, Attorney General, Thomas L. Casey, Solicitor General, and Rebekah F. Visconti, Assistant Attorney General, Detroit, amici curiae, for Michigan Department of Civil Rights.

Stewart R. Hakola, Marquette, and Gayle C. Rosen, Livonia, amicus curiae, for the Michigan Protection & Advocacy Service.

Sachs, Waldman, O'Hare, Helveston, Bogas & McIntosh, P.C. by Mary Katherine Norton and Elizabeth A. Cabot, Detroit, amicus curiae, for Michigan State AFL-CIO, International Union UAW, National Employment Lawyers Association, and Michigan Employment Lawyers Association.

Jeanne M. VanderHeide and Jeanne Mirer, Birmingham, amicus curiae, for National Lawyers Guild, Detroit Chapter.

Stark & Gordon by Sheldon J. Stark and Carol A. Laughbaum, Royal Oak, amicus curiae, for the Association of Trial Lawyers of America, Michigan Trial Lawyers Association, American Civil Liberties Union of Michigan, and Wolverine Bar Association.

Clark, Hill, P.L.C. by Duane L. Tarnacki, J. Walker Henry, and Patricia S. Bordman, Detroit, amicus curiae, for Michigan Manufacturers Association.

Amberg, McNenly, Zuschlag, Firestone & Lee, P.C. by Joseph H. Firestone, Southfield, amicus curiae, for Michigan Education Association.

Vercruysse, Metz & Murray by Diane M. Soubly and David B. Calzone, Bingham Farms, amicus curiae, for American Society of Employers, American Automobile Manufacturers Association, Greater Detroit Chamber of Commerce, and Michigan Chamber of Commerce.


We are asked in this case to address whether the instant parties have created a binding arbitration agreement with respect to employment discrimination claims accruing subsequent to such an agreement. If yes, then we would need to address whether such agreements between employers and employees, entered into as a condition of employment, violate public policy in Michigan. We hold that no binding agreement was created in this case. Consequently, a majority of this Court declines to address the second

issue. However, I would further hold that the public policy against discrimination in Michigan precludes enforcement of prospective waivers in employment contracts of a judicial forum for civil rights claims. Before turning to the matter at hand, we thank all of the amici curiae who filed briefs for assisting us in resolving the issues.


This case is at the summary disposition stage. In November 1991, the plaintiff, Theresa Heurtebise, filed suit against the defendant, Reliable Business Computers, alleging that she had been unlawfully terminated from her employment in violation of the Michigan Civil Rights Act. M.C.L. § 37.2101 et seq.; M.S.A. § 3.548(101) et seq. The plaintiff alleged that she had been hired in May 1989 to perform computer software support work. She further alleged that she and a co-worker, who was male, often took lunches that lasted longer than the company's established one-hour period, while working together on a project. Additionally, she alleged that on July 20, 1990, the plaintiff and this male co-worker returned from a working lunch that had lasted longer than one hour. The plaintiff alleged that she was terminated, while her male co-worker was not. The plaintiff argued that this was unlawful gender discrimination and sought money damages.

In response, the defendant brought a motion to dismiss, pursuant to MCR 2.116(C)(4) (lack of subject matter jurisdiction), or, alternatively, to compel arbitration and to stay proceedings, pursuant to MCR 3.602. The defendant relied on a written acknowledgment signed by the plaintiff and dated May 25, 1989, which stated that she had received the defendant's employee handbook and that she had agreed to be bound by its terms and policies. 1 The handbook provided an internal review mechanism for disputes with respect to dismissals. 2 In addition, it provided that all disputes involving money damages would go to final and binding arbitration. 3 The trial court denied the defendant's alternative motions. It refused to enforce the arbitration agreement on the grounds that it was against public policy and that other clauses in the handbook made the arbitration provision ambiguous. 4

The Court of Appeals reversed. 207 Mich.App. 308, 523 N.W.2d 904 (1994). It reasoned:

The trial court appears to have denied defendant's motion in part because it found there was no "meeting of the minds" between plaintiff and defendant with regard to the arbitration clause. The record does not support such a finding. Before beginning employment, plaintiff signed an acknowledgment form that stated that she agreed to conform to the various procedures, rules, and regulations of the company as set forth in the handbook. Moreover, even were the record devoid of plaintiff's express acceptance of the handbook's provisions, it is well established under Michigan law that mutual assent to a term of employment is not required. In re Certified Question, 432 Mich. 438, 443 N.W.2d 112 (1989); Carlson v. Hutzel Corp. of Michigan, 183 Mich.App. 508, 455 N.W.2d 335 (1990); Toussaint v. Blue Cross & Blue Shield of Michigan, 408 Mich. 579, 292 N.W.2d 880 (1980).[ 5

Plaintiff's argument that the handbook specifically states that it does not create an enforceable contract is misguided. The provision plaintiff relies on addresses the at-will nature of plaintiff's employment, not the handbook in its entirety.

Finally, we find no "public policy" prohibition against the enforcement of a valid arbitration agreement that provides for meaningful arbitration in matters involving civil rights questions. See Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 111 S.Ct. 1647, 114 L.Ed.2d 26 (1991). To the contrary, arbitration has long been a favorable method of dispute resolution. Detroit v. A W Kutsche & Co., 309 Mich. 700, 16 N.W.2d 128 (1944). Thus, arbitration clauses are to be liberally construed with any doubts to be resolved in favor of arbitration. Chippewa Valley Schools v. Hill, 62 Mich.App. 116, 233 N.W.2d 208 (1975). Contrary to plaintiff's suggestion, arbitration of plaintiff's claims will not result in the loss of her rights under the Civil Rights Act, but, instead, merely constitutes enforcement of an agreement to have those rights determined in a different forum. Arbitration does not impair the remedies afforded under the statute. [207 Mich.App. at 310-311, 523 N.W.2d 904.]

We granted leave to the plaintiff's appeal. 450 Mich. 960, 549 N.W.2d 560 (1995). We note that the entire handbook was not presented to the trial court or to the Court of Appeals. After oral argument, we granted the plaintiff's motion to expand the record to include the entire handbook. It is seventy-one pages long and covers a broad scope of subjects. 6 The expanded record

reveals that the handbook included an antidiscrimination policy statement. 7 In the introduction on page 2, the handbook further reserved in the defendant[452 Mich. 413] the right to modify any policy contained in the handbook "at its sole discretion."


We turn first to whether the parties are bound by a valid arbitration agreement. It is undisputed that an arbitration provision is unenforceable if it is not a binding contract. 8 The opening statement in the handbook provides:

This document is intended to establish and clarify certain employment policies, practices, rules and regulations (hereinafter collectively referred to as "Policies") of Reliable Business Computers, Inc., (hereinafter referred to as the "company"). Except as may otherwise be provided, the Policies will apply to all company employees, and it is each employee's responsibility to assure that his/her own conduct is in conformity with those Policies. It is important to recognize and clarify that the Policies specified herein do not create any employment or personal contract, express or implied, nor is it intended nor expected that the information provided in this document will provide sufficient detail to answer any and all questions which may arise. NOTWITHSTANDING ANY OF THE SPECIFIC POLICIES HEREIN, EACH EMPLOYEE HAS THE ABSOLUTE RIGHT TO TERMINATE HIS/HER OWN EMPLOYMENT AT ANY TIME, WITHOUT NOTICE, AND FOR ANY REASON WHATSOEVER, AND THE COMPANY HAS THE SAME RIGHT.

From time to time, the company specifically reserves the right, and may make modifications to any or all of the Policies herein, at its sole discretion, and as future conditions may warrant. In the event employees have any questions relative to any of the Policies, they are urged to contact their supervisor for clarification purposes.

* * *

New employees will receive a copy of this document at the time of formal hire. Upon receipt, all employees will sign the Employee Acknowledgement, acknowledging receipt of this document. [Emphasis added.]

This demonstrates that the defendant did not intend to be bound to any provision contained in the handbook. Consequently, we hold that the handbook has not created an enforceable arbitration agreement with respect to this dispute. We note that the above opening statement was not part of the record before the Court of Appeals. Had the Court of Appeals been able to examine the entire handbook, we are confident that it would have reached the same conclusion. We hold that the defendant was not entitled to summary disposition.


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