JP Morgan Chase Bank, N.A. v. Jones, CASE NO. C15-1176RAJ
| Decision Date | 28 March 2016 |
| Docket Number | CASE NO. C15-1176RAJ |
| Court | U.S. District Court — Western District of Washington |
| Parties | JP MORGAN CHASE BANK, N.A., et al., Plaintiffs, v. BREE JONES, et al., Defendants. |
HONORABLE RICHARD A. JONES
This matter comes before the Court on Plaintiffs JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co.'s (collectively, "Chase") Motion to Compel Arbitration. Dkt. # 9. Chase seeks to compel Defendants Tiffany Reid, Jorge Navarrete, Maryana Grattan, and Bree Jones (collectively, "Defendants") into individually arbitrating their overtime claims against Defendants. Defendants have also filed a Motion to Dismiss on various grounds, including that the Court lacks personal jurisdiction over Ms. Reid, Mr. Navarrete, and Ms. Grattan (collectively, the "out of state Defendants"). See Dkt. # 17. Although Chase has requested oral argument, the Court finds that oral argument is unnecessary. For the reasons set forth below, the Court GRANTS in part and DENIES in part Chase's Motion to Compel Arbitration (Dkt. # 9) and GRANTS in part and DENIES in part Defendants' Motion to Dismiss.
Chase seeks to compel the Defendants into individual arbitrations pursuant to Binding Arbitration Agreements ("BAAs") the Defendants signed with Washington Mutual Bank ("WaMu"). See Compl. ¶¶ 22-28. In September 2008, Chase acquired certain assets and liabilities of WaMu from the Federal Deposit Insurance Corporation ("FDIC"). Id. ¶ 5.
Each of the Defendants worked for Chase as an Assistant Branch Manager ("ABM") after Chase acquired WaMu's assets and liabilities. See id. ¶¶ 6-9. The Defendants did so in different states - Ms. Jones in Washington, Ms. Reid in Florida, and Mr. Navarrete and Ms. Grattan in York. Id. Ms. Jones signed a BAA with WaMu on February 11, 1999.1 See id. ¶ 10 & Ex. 1. Ms. Reid signed two BAAs with WaMu - one on June 11, 2003 and another on August 10, 2007. See id. ¶ 11 & Ex. 2. Mr. Navarrete signed a BAA with WaMu on March 12, 2007. See id. ¶ 12 & Ex. 3. And Ms. Grattan did the same on June 26, 2007. See id. ¶ 13 & Ex. 4.
The instant dispute began when Ms. Reid submitted a letter to Chase's counsel on May 7, 2015 invoking arbitration pursuant to her BAA with WaMu. See id. ¶ 14; Dkt. # 10-1 (Linthorst Decl.) Ex. 1 at 2. Ms. Reid brought claims that Chase violated the Fair Labor Standards Act ("FLSA") by not paying her overtime during her time as an ABM. See id. On May 19, 2015, Ms. Reid indicated that she intended to prosecute her claims on a representative basis on behalf of herself and others similarly situated. See id. Ex. 2 at 9. The email attached "Consent to Join Form[s]" from the other Defendants. Id. at 10-12. On June 4, 2015, Ms. Reid mailed another letter addressed to WaMu's general counsel, this time listing all of the Defendants as claimants and indicating a desire to collectively arbitrate their claims as well as those of others. See id. Ex. 3 at 14-15. Chase responded on June 11, 2015, indicating that the Defendants were in breach of thearbitration agreements by attempting to proceed collectively. See id. Ex. 4 at 17. Chase therefore requested that the Defendants agree to individual arbitration in the states where they worked for Chase. See id. at 18.
After this case was filed, however, Defendants indicated that they wished to join another action, Taylor, et al. v. JPMorgan Chase & Co., et al., Case No. 15-cv-3023 (S.D.N.Y.). See Dkt. # 12-1 (Linthorst Decl.) Ex. 5 at 2. Nevertheless, Chase has pressed on to enforce the BAAs against the Defendants. At the same time, Defendants now request that the Court dismiss the instant action, largely because they have opted into the Taylor class action.
The Federal Arbitration Act ("FAA") provides that a "written provision in any . . . contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction . . . 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. As explained by the Supreme Court in Dean Witter Reynolds Inc. v. Byrd, "the Act leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed." 470 U.S. 213, 218 (1984) (citing 9 U.S.C. §§ 3-4).
"Under the FAA, the basic role for courts is to determine '(1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue.'" Knutson v. Sirius XM Radio Inc., 771 F.3d 559, 564-65 (9th Cir. 2014) (quoting Chiron Corp. v. Ortho Diagnostic Sys., Inc., 207 F.3d 1126, 1130 (9th Cir. 2000)). If the response is affirmative on both counts, then the FAA requires the court to enforce the arbitration agreement in accordance with its terms. Chiron, 207 F.3d at 1130. "When determining whether parties have agreed to submit to arbitration, [courts] applygeneral state-law principles of contract interpretation, while giving due regard to the federal policy in favor of arbitration by resolving ambiguities as to the scope of arbitration in favor of arbitration." Goldman, Sachs & Co. v. City of Reno, 747 F.3d 733, 742 (9th Cir. 2014) (quoting Mundi v. Union Sec. Life Ins. Co., 555 F.3d 1042, 1044 (9th Cir. 2009)) (internal quotation marks omitted).
The party resisting arbitration bears the burden of showing that the arbitration agreement is invalid or does not encompass the claims at issue. Green Tree Fin. Corp.-Alabama v. Randolph, 531 U.S. 79, 91-92 (2000) (citing Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 26 (1991); Shearson/Am. Express, Inc. v. McMahon, 482 U.S. 220, 227 (1987)). Where the arbitration provision is broad, there is a heightened presumption in favor of arbitration such that the party resisting arbitration must show "forceful evidence of a purpose to exclude the claim from arbitration . . . ." AT&T Techs., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 650 (1986) (quoting United Steelworkers of Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 585 (1960)).
Fed. R. Civ. P. 12(b)(6) permits a court to dismiss a complaint for failure to state a claim. The rule requires the court to assume the truth of the complaint's factual allegations and credit all reasonable inferences arising from those allegations. Sanders v. Brown, 504 F.3d 903, 910 (9th Cir. 2007). A court "need not accept as true conclusory allegations that are contradicted by documents referred to in the complaint." Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). The plaintiff must point to factual allegations that "state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 568 (2007). If the plaintiff succeeds, the complaint avoids dismissal if there is "any set of facts consistent with the allegations in the complaint" that would entitle the plaintiff to relief. Id. at 563; Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009).
The court typically cannot consider evidence beyond the four corners of the complaint, although it may rely on a document to which the complaint refers if the document is central to the party's claims and its authenticity is not in question. Marder v. Lopez, 450 F.3d 445, 448 (9th Cir. 2006). The court may also consider evidence subject to judicial notice. United States v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003).
When a defendant invokes Federal Rule of Civil Procedure 12(b)(2) in a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing of personal jurisdiction. Harris Rutsky & Co. Ins. Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1128-29 (9th Cir. 2003). A plaintiff builds a prima facie case by providing evidence that, if believed, would support the court's exercise of jurisdiction. Id. at 1129. The court need not accept a plaintiff's bare allegations if the defendant controverts them with evidence. See AT&T Co. v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir. 1996). If both parties provide evidence supporting different versions of a fact, however, the court must resolve competing inferences in a plaintiff's favor. Harris Rutsky, 328 F.3d at 1129. If appropriate, the court must grant a party's request for an evidentiary hearing to determine personal jurisdiction. Data Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1284-85 (9th Cir. 1977).
The Court begins with the threshold question of whether a valid agreement to arbitrate exists between the Parties. Each of the Defendants signed a BAA with WaMu. See Compl. Exs. 1-4. The substantive terms of the BAAs do not differ. Id. The BAA provide that "[a]ny and all disputes which involve or relate in any way to my employment (or termination of employment) with Washington Mutual shall be submitted to and resolved by final and binding arbitration." See Compl. Exs. 1-4 ¶ 1. The Parties understood that they waived any right they may have had to file a civil action relating to the Defendants' employment with WaMu. See id. ¶ 2. The BAAs were "intended tocover all civil claims which involve or relate in any way to [the Defendants'] employment (or termination of employment) with Washington Mutual." Id. ¶ 3. And the BAAs were to "remain in full force and effect at all times during and subsequent to [the Defendants'] employment with Washington Mutual, or any successor in interest to Washington Mutual." Id. Ex. 1 ¶ 18, Exs. 2-4 ¶ 21.
In novel2 fashion, Defendants contend that the BAAs terminated when the FDIC was appointed as the receiver for WaMu3 and when Chase entered into a Purchase and Assumption Agreement (the "P&A Agreement") for the assets and liabilities of WaMu.4 See Dkt. # 16 at 10. They argue that when the...
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