Mutka v. Top Hat Imports, LLC, Case No: 2:18-cv-539-FtM-38MRM
| Decision Date | 14 February 2019 |
| Docket Number | Case No: 2:18-cv-539-FtM-38MRM |
| Parties | JAMES MUTKA, an individual, Plaintiff, v. TOP HAT IMPORTS, LLC, d/b/a Tamiami Hyundai, Defendant. |
| Court | U.S. District Court — Middle District of Florida |
Pending before the Court is Defendant Top Hat Imports, LLC's Motion to Compel Arbitration and Stay Case, filed on December 21, 2018. (Doc. 25). On January 2, 2019, Plaintiff James Mutka filed a Response in Opposition to Defendant's Motion to Compel Arbitration and Stay Case. (Doc. 29). Defendant filed its Reply to Plaintiff's Response to Motion to Compel Arbitration and Stay Case on January 10, 2019. (Doc. 31). These matters are ripe for consideration.
On August 6, 2018, Plaintiff initiated this action against Defendant by filing a four-count Complaint. (Doc. 1). Plaintiff claims Defendant wrongfully terminated him because of his age.(Id.). On December 21, 2018, Defendant filed the Motion to Compel Arbitration and Stay Case. (Doc. 25). In this Motion, Defendant claims that, pursuant to the Federal Arbitration Act ("FAA"), the parties have a contractual agreement to arbitrate the claims at issue in this case. (Id. at 3).
The uncontested facts relating to the arbitration provision are as follows. On January 24, 2011, Plaintiff completed an Application for Employment for Defendant's car dealership. (Doc. 31-2).2 As part of the application process, Plaintiff also signed the contract containing the arbitration provision at issue. (Doc. 31-3). The contract is titled, "Employee Acknowledgement and Agreement." (Doc. 25-1 at 1). The Employment Acknowledgment and Agreement is a two-page document that purports to govern certain matters concerning Plaintiff's employment. (Doc. 25-1 at 1). A portion of the contracts purports to be an arbitration provision (hereinafter the "Arbitration Agreement").
The Arbitration Agreement provides in relevant part:
I further agree and acknowledge that the Dealership and I will utilize binding arbitration to resolve all disputes that may arise out of the employment context. Both the Dealership and I agree that any claim, dispute, and/or controversy that either I may have against the Dealership (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans) or the Dealership may have against me, arising from, related to, or having any relationship or connection whatsoever with my seeking employment with, employment by, or other association with the Dealership shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the Florida Arbitration Act and all of the Act's other mandatory and permissive rights to discovery. Included within the scope of this Agreement are all disputes, whether based on tort, contract, statute (including,but not limited to, any claims of discrimination and harassment, whether they be based on the Florida Civil Rights Act, Title VII of the Civil Rights Act of 1964, as amended, or any other state or federal law or regulation), equitable law, or otherwise, with exception of claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits under the Florida Workers' Compensation Act or Unemployment Act, or as otherwise required by state or federal law. However, nothing herein shall prevent me from filing and pursing proceedings before the Florida Commission on Human Relations, or the United States Equal Employment Opportunity Commission (although if I choose to pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the provisions of this Agreement). . . . I understand and agree to this binding arbitration provision, and both I and the Dealership give up our right to trial by jury of any claim I or the Dealership may have against each other.
Additionally, the Employee Acknowledgement and Agreement contains a Merger Clause. In relevant part, the Merger Clause provides:
This is the entire agreement between the Dealership and me regarding dispute resolution, the length of my employment, and the reasons for termination of employment, and this agreement supersedes any and all prior agreements regarding the issues. It is further agreed and understood that any agreement contrary to the foregoing must be entered into, in writing, by the President of the Dealership. No supervisor or representative of the Dealership, other than its President, has any authority to enter into any agreement for employment for any specified period of time or make any agreement contrary to the foregoing. Oral representations made before or after you are hired do not alter this Agreement.
(Doc. 25-1 at 2). The contract that includes the Arbitration Agreement and Merger Clause is signed by Plaintiff, with no signature block for or signature by a representative of the employer. (Id.). The contract refers throughout to the "Dealership" as Plaintiff's employer, yet the term "Dealership" is never expressly defined anywhere in the contract. (Id.). The sole reference in the contract to any specific entity appears in the first sentence, which states: "This will acknowledge that I have received my copy of the TAMIAMI FORD Employee Handbook and that I will familiarize myself with its contents." (Doc. 25-1 at 1).
At or around the time the Employee Acknowledgment and Agreement was signed by Plaintiff, Plaintiff also signed a separate untitled document that simply states, (Doc. 31-4) (hereinafter "Acknowledgment"). This Acknowledgment makes no reference to the term "Dealership" that was used in the contract. (Id.).
The primary issue before the Court is whether the term "Dealership," as it is used in the Employment Acknowledgment and Agreement, means Tamiami Ford Inc. or Tamiami Hyundai, the named Defendant's registered fictitious name.
In moving to compel arbitration here, Defendant argues it is in fact the "Dealership" referenced in the Employment Acknowledgment and Agreement and that the Arbitration Agreement is valid because Plaintiff accepted employment with Defendant after signing the Arbitration Agreement on January 24, 2011. (Doc. 31 at 2). Defendant contends Plaintiff's claims in this litigation are "within the scope of the Arbitration Agreement, which applies to all disputes arising out of the employment context, including any claim having any relationship whatsoever with Plaintiff's employment by Defendant." (Doc. 25 at 6). Defendant argues Plaintiff has refused to agree to arbitration as evinced "by filing this civil court action and by not agreeing to voluntarily submit his claims to arbitration after Defendant's repeated requests that he do so." (Id. at 7). Accordingly, Defendant seeks to have the Court "enter an Order compelling arbitration of Plaintiff's claim and staying these judicial proceedings." (Id.).
In response, Plaintiff argues that Defendant is not a party to the Arbitration Agreement. (Doc. 29 at 3). Although, "Plaintiff does not dispute he signed the Arbitration Agreement theDefendant attaches to its Motion," (id.), he claims the Arbitration Agreement is not an agreement between Plaintiff and Defendant in this action. Instead, Plaintiff maintains that the Arbitration Agreement is between Plaintiff and Tamiami Ford, Inc., "a separate and distinct Florida corporation" from Defendant. (Id.). Plaintiff argues that the Arbitration Agreement does not provide coverage to any entity other than Tamiami Ford, Inc. (See Doc. 29 at 4). Therefore, Plaintiff contends that Defendant cannot enforce the Arbitration Agreement against him because Defendant is not in contractual privity and cannot benefit from the Arbitration Agreement. (See id.).
Because the parties had not precisely joined the issue as to the language of the Employment Acknowledgment and Agreement, the Undersigned ordered Defendant to file a further reply. (See Doc. 30). In its January 10, 2019 Reply, Defendant argues that Plaintiff completed his employment application for Tamiami Hyundai on January 24, 2011, and as part of the hiring process, Plaintiff signed the separate written acknowledgment that states "all employment application materials with the name Tamiami Ford, Inc. are in fact for Tamiami Hyundai Mitsubishi." (Doc. 31 at 2). Thus, Defendant requests the Court compel the parties to arbitrate according to the Arbitration Agreement. (Id. at 3).
The FAA, 9 U.S.C. §§ 1-16, "is the substantive law controlling the validity and enforcement of arbitration agreements." Wash v. Mac Acquisition of Delaware, LLC, No. 6:14-CV-1424-ORL-40, 2014 WL 5173504, at *2 (M.D. Fla. Oct. 14, 2014). The FAA "embodies the national policy favoring arbitration and places arbitration agreements on equal footing with all other contracts." Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 443 (2006).Moreover, "[t]he FAA preempts state law to the extent it treats arbitration agreements differently than other contracts." Caley v. Gulfstream Aerospace Corp., 428 F.3d 1359, 1367 (11th Cir. 2005).
Furthermore, with certain exceptions not applicable here, the FAA applies to arbitration agreements involving commerce, and arbitration agreements are "valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of the contract." 9 U.S.C. § 2.
An employment agreement containing an arbitration agreement falls within the scope of the FAA. See Dukes v. Sai Fort Myers B, LLC, No. 2:14-CV-287-FTM-38, 2015 WL 3650804, at *2 (M.D. Fla. June 11, 2015). Specifically, this Court has...
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