Murphy v. HOSANNA YOUTH FACILITIES, INC.

• Decision Date: 08 January 2010
• Docket Number: No. 1:09-cv-1568-WSD.,1:09-cv-1568-WSD.
• Parties: Zuri Croson MURPHY, and Jeric Murphy, Plaintiffs, v. HOSANNA YOUTH FACILITIES, INC., Defendant.
• Court: U.S. District Court — Northern District of Georgia

683 F.Supp.2d 1304

Zuri Croson MURPHY, and Jeric Murphy, Plaintiffs, v. HOSANNA YOUTH FACILITIES, INC., Defendant.

No. 1:09-cv-1568-WSD.

United States District Court, N.D. Georgia, Atlanta Division.

January 8, 2010.

Melanie Annette Webre, The Roberts Law Firm, Atlanta, GA, for Plaintiffs.

Randy C. Gepp, Hollowell, Foster & Gepp, Atlanta, GA, for Defendant.

OPINION & ORDER

WILLIAM S. DUFFEY, JR., District Judge.

This matter is before the Court on Defendant Hosanna Youth Facilities, Inc.'s ("Hosanna") Motion for Summary Judgment and Plaintiffs Zuri Croson Murphy ("Zuri") and Jeric Murphy's ("Jeric") (collectively "Plaintiffs") Motion to Compel Arbitration.

I. BACKGROUND

Hosanna is a North Carolina corporation that employs licensed and non-licensed professionals to provide mental health services. (Declaration of Randolph Croson ("Croson Decl.") ¶ 4). Hosanna's Chief Executive Officer ("CEO") is Sandra Taylor ("Taylor"). Its Chief Financial Officer is Randolph Croson ("Croson"). (Id. at ¶ 3).

In March 2008, Hosanna opened an office in DeKalb County, Georgia. (Declaration of Sandra Taylor ("Taylor Decl.") ¶ 4). Taylor hired Zuri, Croson's daughter, to head the office. (Croson Decl. ¶ 6). Zuri then obtained permission from Croson to hire her husband, Jeric, as the office's Consumer Relations Manager. (Id. at ¶ 7).

At the beginning of their employment, Plaintiffs requested that Hosanna provide them with employment contracts. (Id. at ¶ 8). From this point, the parties' account of what happened diverges.

Plaintiffs allege that in early-March 2008, they met with Taylor and Croson at a hotel to discuss the terms of their employment agreements. (Third Affidavit of Zuri Croson Murphy ("3rd Zuri Aff."), ¶ 7; Second Affidavit of Jeric Murphy ("2nd Jeric Aff.") ¶ 7). Plaintiffs allege that Taylor agreed at this meeting to the terms of individual employment contracts to be entered into with Zuri and Jeric. (3rd Zuri Aff., ¶ 8; 2nd Jeric Aff., ¶ 7). Plaintiffs contend that Croson emailed Zuri an employment contract (the "March 12 Employment Contract") reflecting the parties' agreement or the terms of their employment relationship. (3rd Zuri Aff., ¶ 8, Ex. 1).

Plaintiffs allege that they accepted the March 12 Employment Contract without modification.¹ (3rd Zuri Aff., ¶ 10). Zuri states that as requested by Croson, she created a nearly identical agreement for Jeric. (3rd Zuri Aff., ¶ 9). Plaintiffs claim they confirmed the terms of both agreements with Croson via telephone. (3rd Zuri Aff., ¶ 10; 2nd Jeric Aff. ¶ 9). Plaintiffs contend they signed the employment contracts (the "Employment Contracts"), had them notarized, and, on March 31, 2008, delivered them by email to Taylor and Croson. (3rd Zuri Aff., ¶ 10; 2nd Jeric Aff., ¶ 9).

Hosanna denies that a March 2008 meeting at a hotel to negotiate employment contracts took place. (Taylor Decl., ¶ 7). It alleges that Croson provided Zuri with a draft employment contract that he found on the internet. (Croson Decl., ¶ 8). Hosanna alleges that this contract was not intended to constitute an offer because Croson was not authorized to negotiate or enter into contracts on behalf of Hosanna. (Taylor Decl., ¶ 4; Croson Decl., ¶ 3). Taylor, Hosanna claims, was the only person authorized to enter into employment agreements on behalf of Hosanna, and Taylor was unaware of Plaintiffs' request for employment contracts. (Taylor Decl., ¶ 7).

Plaintiffs contend Croson was authorized to negotiate and enter into contracts on behalf of Hosanna (3rd Zuri Aff., ¶ 5; 2nd Jeric Aff., ¶ 5) and Croson routinely performed this function for Hosanna. (Affidavit of Elizabeth Pope ("Pope Aff."), ¶ 3). Plaintiffs submit the declaration of Elizabeth Pope, a former Hosanna employee, who states she frequently saw Croson engage in contract negotiations on behalf of Hosanna. (Id.). Pope states she personally negotiated her pay with Croson. (Id.).

In supporting its position that an employment agreement was not reached in March 2008, Hosanna claims that after March 2008, Zuri made various modifications to the agreement Plaintiffs allege was reached in March. (Croson Decl., ¶ 9). To support its claim that the negotiations were not concluded, Hosanna first proffers two versions of an employment agreement (one dated March 8, 2008, and the March 12 Employment Contract) which supposedly evidence modifications Plaintiffs requested.² (Id. at Ex. 1). Hosanna also offers an email from Zuri, dated July 3, 2008, which states:

Dad,

Here are our signed and notarized contracts. (Code is 1st six digits of your usual code.) Please call us so we can discuss the changes and have Ms. Taylor sign them so we can have it resolved. We are going on to the third month and I am really stressed out about this.

(Croson Decl., Ex. 2).³

Hosanna claims that it rejected all of Zuri's modification proposals and refused to sign any version of the contract. (Taylor Decl. ¶¶ 9-11, Croson Decl. ¶¶ 11, 17). Hosanna also alleges that it did not negotiate the terms of an employment contract for Jeric. (Croson Decl., ¶ 11). Hosanna asserts that its refusal to agree to the Employment Contracts is evidenced by the fact that Plaintiffs never received a pay raise mandated in Section 3 of the Employment Contracts. (Declaration II of Sandra Taylor ("2nd Taylor Decl."), ¶ 7; Croson Decl., ¶ 14). Hosanna also asserts that the Employment Contracts were not enforceable because the parties did not execute the Non-competition Agreement referenced in Section 7 of the Employment Contracts. (2nd Taylor Decl., ¶¶ 5-6).

Plaintiffs have a different version of events. They contend that Hosanna's actions do evidence that Hosanna agreed on the terms of the Employment Contracts. In April 2008, shortly after the March initial contract negotiations, Plaintiffs allege they had a meeting with Croson and Taylor. (3rd Zuri Aff., ¶ 12; 2nd Jeric Aff., ¶ 10). Prior to that meeting, Croson stated, in response to the March 31, 2008 email from Plaintiffs which attached the Employment Contracts, "cannot open them. Will sign when we get there." (3rd Zuri Aff., Ex. 3). Plaintiffs contend this email supports that an agreement had been reached with Taylor and Croson and that Defendant intended to sign the versions negotiated. Plaintiffs contend that Taylor reviewed the signed contracts at the meeting, told Plaintiffs that "everything looked good," and stated that she would immediately sign the Employment Contracts presented. (3rd Zuri Aff., ¶ 12; 2nd Jeric Aff., ¶ 10).

Zuri denies that her July 3rd email to Croson evidences that the parties were still negotiating the terms of the Employment Contracts. (4th Affidavit of Zuri Croson Murphy ("4th Zuri Aff."), ¶¶ 3-6). Her reference to "changes" in the July 3rd email related, she claims, to the parties' agreement that Plaintiffs would defer their 90 day pay raise. (4th Zuri Aff., ¶ 3).⁴ She further states she may have been referencing a discussion to change the Effective Date on Jeric's Employment Contract. (Id.).

On March 31, 2009, Plaintiffs again sent the Employment Contracts by email to Croson (the "March 2009 email") and requested Hosanna's signature. (Croson Decl. ¶ 15; 3rd Zuri Aff., Ex. 4).⁵ (3rd Zuri Aff., ¶ 14; 2nd Jeric Aff., ¶ 12). Plaintiffs allege that Hosanna's internal correspondence about the March 2009 email evidence Taylor approved the agreements. Taylor wrote to Croson, "I really need to speak to you about these. I have a change of heart about something sic, and I would like to speak to you about this. Give me a call before you present this." (Croson Decl., Ex. 3).

A month later, in April 2009, Taylor demoted Plaintiffs for unsatisfactory performance. (Taylor Decl., ¶ 12). Plaintiffs resigned shortly after their demotion. (Id.). Following their resignation, Plaintiffs brought this claim for breach of contract and moved to compel arbitration. Hosanna now moves for summary judgment on Plaintiffs' claims.

II. HOSANNA'S MOTION FOR SUMMARY JUDGMENT

A. Summary Judgment Standard

Summary judgment is appropriate where "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). The party seeking summary judgment bears the burden of demonstrating the absence of a genuine dispute as to any material fact. Herzog v. Castle Rock Entm't, 193 F.3d 1241, 1246 (11th Cir.1999). Once the moving party has met this burden, the nonmovant must demonstrate that summary judgment is inappropriate by designating specific facts showing a genuine issue for trial. Graham v. State Farm Mut. Ins. Co., 193 F.3d 1274, 1282 (11th Cir.1999). The non-moving party "need not present evidence in a form necessary for admission at trial; however, he may not merely rest on his pleadings." Id.

The Court must view all evidence in the light most favorable to the party opposing the motion and must resolve all reasonable doubts in the non-movant's favor. United of Omaha Life Ins. Co. v. Sun Life Ins. Co. of Am., 894 F.2d 1555, 1558 (11th Cir.1990). "Credibility determinations, the weighing of evidence, and the drawing of inferences from the facts are the function of the jury ...." Graham, 193 F.3d at 1282. "If the record presents factual issues, the court must not decide them; it must deny the motion and proceed to trial." Herzog, 193 F.3d at 1246. But, "where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party," summary judgment for the moving party is proper. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

B. Basis For Hosanna's Motion For Summary Judgment

Hosanna moves for summary judgment alleging that the parties did not agree to the Employment Contracts. "A valid contract requires parties able to contract, a...