Mayfield v. Nat'l Ass'n for Stock Car Auto Racing

• Decision Date: 26 March 2012
• Docket Number: No. 10–2437.,10–2437.
• Citation: 674 F.3d 369
• Parties: Jeremy A. MAYFIELD; Mayfield Motorsports, Incorporated, Plaintiffs–Appellants, v. NATIONAL ASSOCIATION FOR STOCK CAR AUTO RACING, INCORPORATED; Brian Z. France; Aegis Sciences Corporation; David Lee Black; Douglas F. Aukerman, Defendants–Appellees, v. Megan P. France; Grace McLaurin; Amy France, Movants.
• Court: U.S. Court of Appeals — Fourth Circuit

674 F.3d 369

Jeremy A. MAYFIELD; Mayfield Motorsports, Incorporated, Plaintiffs–Appellants,

v.NATIONAL ASSOCIATION FOR STOCK CAR AUTO RACING, INCORPORATED; Brian Z. France; Aegis Sciences Corporation; David Lee Black; Douglas F. Aukerman, Defendants–Appellees,

v.Megan P. France; Grace McLaurin; Amy France, Movants.

No. 10–2437.

United States Court of Appeals, Fourth Circuit.

Argued: Jan. 24, 2012.Decided: March 26, 2012.

ARGUED: Tillman Finley, Marino Law PLLC, Washington, D.C., for Appellants. David Boies, Boies, Schiller & Flexner, LLP, Armonk, New York, for Appellees. ON BRIEF: Daniel Marino, Nancy Luque, Luque Marino LLP, Washington, D.C., for Appellants. Helen M. Maher, Olav A. Haazen, Boies, Schiller & Flexner, LLP, Armonk, New York; Gary K. Harris, Boies, Schiller & Flexner, LLP, Orlando, Florida; Michael M. Merley, Boies, Schiller & Flexner, LLP, New York, New York, for Appellees.

Before GREGORY and KEENAN, Circuit Judges, and LIAM O'GRADY, United States District Judge for the Eastern District of Virginia, sitting by designation.

Affirmed by published opinion. Judge GREGORY wrote the opinion, in which Judge KEENAN and Judge O'GRADY joined.

OPINION

GREGORY, Circuit Judge:

In this case, race car driver Jeremy Mayfield appeals the district court's dismissal of his complaint against the National Association for Stock Car Auto Racing (“NASCAR”) for conduct arising out of a positive drug test. Finding that the district court properly dismissed the case and did not abuse its discretion in denying Mayfield's motions to reconsider and to amend, we affirm.

I.

Appellant Jeremy Mayfield is a professional race car driver and the principal owner of Mayfield Motorsports, Inc., which operates a race team based in North Carolina. Mayfield raced in events staged by NASCAR. Brian France is the principal owner and chief executive officer of NASCAR, Aegis Sciences Corporation conducted the relevant drug tests, and David Black and Douglas Aukerman are professionals associated with Aegis.

Prior to the 2009 racing season, Mayfield signed three documents relevant to this appeal. First, he signed a contract between himself and NASCAR, the “NASCAR Sprint Cup Series 2009 Driver and Car Owner Agreement” (“Driver/Owner Agreement”). That document states in relevant part, “Driver and car owner understand and agree to abide by the NASCAR Substance Abuse Policy” (“The Policy”). Mayfield also signed the “2009 NASCAR Competition Membership and License Applications,” (“License Applications”) in which he acknowledged, “I am familiar with the current NASCAR Rule Book, and I agree to abide by such rules as they may be amended from time to time. This includes, but is not limited to, abiding by the NASCAR Substance Abuse Policy.” Finally, Mayfield signed a Driver and Car Owner Application.

The Policy prohibits competitors “from using, possessing, purchasing, selling and/or participating in the distribution of illegal substances, regardless of the amount, at any time.” It also requires each driver to submit to random drug testing. By a 2008 memorandum, NASCAR identified the drugs for which individuals would be tested. Methamphetamine was one of the drugs listed. The Policy further requires that all drug testing be performed at a facility certified by the Substance Abuse and Mental Health Services Administration (“SAMHSA”) of the Department of Health and Human Services or by the College of American Pathologists Forensic Urine Drug Testing Program.

Several of the documents Mayfield signed purport to release NASCAR from any and all liability arising out of the Policy. First, the Driver and Car Owner Application contains the following passage:

Accordingly, I HEREBY RELEASE, DISCHARGE, COVENANT NOT TO SUE, AND AGREE TO HOLD HARMLESS NASCAR, its officers, employees, directors, agents, and such testing facilities and Medical Review Officers as NASCAR retains or selects in connection with implementation of this Policy, as well as the officers, employees, and agents of each of them, and any other persons or entities against whom I might have a claim, from and/or for claims, damages, losses, or expenses of any kind, whether caused by negligence or otherwise, arising out of the implementation of the Policy, or any act or omission in connection therewith, including and without limitation, the testing of specimens and the publication of the test results and circumstances giving rise to such test or tests to any third party or parties by NASCAR or said testing facilities or said Medical Review Officers, as well as the officers, employees, and agents of each of them, or any other person or entities.

The Policy similarly provides:

NASCAR may publish the results of any test or tests conducted pursuant to this Policy and the circumstances giving rise to such test to such third parties as NASCAR, in its sole discretion, deems reasonable under the circumstances. The Competitor or Official shall have no claim or cause of action of any kind against NASCAR or any director, officer, employee or agent of NASCAR with respect to such publication.

And finally, the Driver/Owner Agreement provides:

18. INDEMNIFICATION. Car owner agrees that it is solely responsible for, and will defend, indemnify and hold harmless NASCAR and its affiliates, and the shareholders, directors, officers, agents, and employees of NASCAR and of its affiliates from any third-party loss, costs, expenses (including attorneys' fees), claims, demands, liabilities, causes of action or damages, arising out of or in any way related to this Agreement.

On May 1, 2009, Mayfield was selected for random drug testing. On May 7, he was informed that his “A Sample” ¹ was positive for methamphetamine. In response, Mayfield said that he had ingested Claritin–D for allergies and Adderall XR for a claimed recent diagnosis of attention deficit hyperactivity disorder. On May 8, Mayfield was given the option of having his B Sample tested to confirm or refute the first test; that sample was also positive for methamphetamine. Following these positive tests, NASCAR suspended Mayfield indefinitely until he completed its “Road to Recovery” Program.

On May 15, 2009, Appellee Brian France held a press conference where he indicated that Mayfield had been suspended because he took a “performance enhancing” or “recreational” drug. Mayfield alleges that these statements “were intentional, malicious, reckless and false.”

On May 29, 2009, Mayfield filed suit against Appellees, asserting claims for defamation, violation of the North Carolina Persons with Disabilities Protection Act, unfair and deceptive trade practices, breach of contract, and negligence. Appellees removed the case to federal court, and NASCAR asserted counterclaims against Mayfield for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, fraud in the inducement, and fraud. Appellees filed a motion for judgment on the pleadings that the district court granted in which they argued that the contractual provisions quoted above released Appellees from liability and that Appellants had failed to sufficiently plead their claims.

While the case proceeded to discovery on NASCAR's counterclaims, Appellants informed Appellees that they intended to amend their complaint to add new allegations and to assert additional claims. NASCAR then moved to voluntarily dismiss its counterclaims; the district court granted NASCAR's motion and dismissed its counterclaims without prejudice. Appellants filed a motion to reconsider and to amend their complaint, and the court denied that motion. This appeal followed.

II.

Appellants contend that the district court erroneously granted judgment on the pleadings and improperly denied their motion to reconsider and amend the complaint. We affirm the district court on both counts.

A. Judgment on the Pleadings

Appellants first challenge the district court's dismissal on the pleadings. A decision to grant judgment on the pleadings is reviewed de novo, applying the same standard as a 12(b)(6) motion to dismiss. Burbach Broad. Co. of Delaware v. Elkins Radio Corp., 278 F.3d 401, 405–06 (4th Cir.2002). The court granted Appellees' motion on two independent grounds, and each is evaluated below.

1. The Liability Waiver

The district court first found that Appellants waived all of their claims when Mayfield signed the Driver/Owner Agreement and the Driver and Car Owner Application. The parties agree that Florida law governs this action. Further, Appellants admit that their negligence claim is barred by the waiver. Thus the only issues are whether Appellants also waived the defamation, breach of contract, and unfair and deceptive trade practices claims.

Under Florida law, “a party is bound by, and a court is powerless to rewrite, the clear and unambiguous terms of a voluntary contract.” Med. Ctr. Health Plan v. Brick, 572 So.2d 548, 551 (Fla.Dist.Ct.App.1990). While waivers are generally disfavored and will be construed strictly, Cain v. Banka, 932 So.2d 575, 580 (Fla.Dist.Ct.App.2006), exculpatory clauses are enforceable where “the intention to be relieved was made clear and unequivocal in the contract, and the wording [is] so clear and understandable that an ordinary and knowledgeable party will know what he is contracting away,” Hinely v. Fla. Motorcycle Training, Inc., 70 So.3d 620, 624 (Fla.Dist.Ct.App.2011) (citations omitted). “[A]s a general proposition, unambiguous exculpatory provisions are enforceable unless they contravene public policy.” Loewe v. Seagate Homes, Inc., 987 So.2d 758, 760 (Fla.Dist.Ct.App.2008).

a. Defamation

Because we affirm the district court's dismissal of Appellants' defamation claim on other grounds, see infra Section II.A, we do not address the question of whether Florida law will enforce the waiver with respect to that count of the complaint.

b. Breach of Contract

With respect to their contract claim, Appellants contend that the liability waiver should not be...