Pruteanu v. Team Select Home Care of Mo., Inc.
| Decision Date | 26 December 2019 |
| Docket Number | No. 4:18-CV-01640-AGF,4:18-CV-01640-AGF |
| Parties | IRINA PRUTEANU, Plaintiff, v. TEAM SELECT HOME CARE OF MISSOURI, INC. and ALGONQUIN NURSES HOME HEALTH CARE I, LLC, Defendants. |
| Court | U.S. District Court — Eastern District of Missouri |
This matter is before the Court on the separate motions to compel arbitration and stay these proceedings filed by Defendants Team Select Home Care of Missouri, Inc. ("Team Select") and Algonquin Nurses Home Health Care I, LLC ("Algonquin"). ECF Nos. 36, 56. For the reasons set forth below, the Court will grant the motions and will stay this case pending arbitration.
Plaintiff Irina Pruteanu brought this action in state court against Team Select and Algonquin, alleging discrimination on the basis of sex and pregnancy, in violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq., and the Missouri Human Rights Act ("MHRA"), Mo. Rev. Stat. § 213.055; and claims under Missouri common law. Thereafter, Team Select removed the action to federal court, and Algonquin filed its consent to removal shortly thereafter.
On October 2, 2018, Plaintiff filed a motion to remand, arguing that Team Select's notice made no reference to Algonquin's consent in its filing. The Court denied the motion to remand because Algonquin's consent was timely filed. Then, on October 4, 2018, Team Select filed a motion to dismiss, arguing that Plaintiff's MHRA claim was untimely, that Plaintiff failed to sufficiently plead the two Missouri common law claims, and that Plaintiff failed to state a Title VII claim for sex and pregnancy discrimination. On November 19, 2018, Algonquin filed a motion for summary judgment, arguing that it never employed Plaintiff and thus should not be a party to the litigation.
On February 27, 2019, the Court dismissed Plaintiff's MHRA claim and her Missouri common law claims but concluded that Plaintiff stated a claim for sex and pregnancy discrimination. The Court also denied Defendant Algonquin's motion for summary judgment because there remained issues of fact with regard to the entity that actually employed Plaintiff.
Thereafter, the Court set the matter for a Rule 16 Conference. However, before it took place, Team Select made a written demand for arbitration on Plaintiff. On March 20, 2019, Plaintiff rejected Team Select's demand, resulting in this motion to compel arbitration. The Court cancelled the Rule 16 Conference, to be reset upon the resolution of the motion.
In its motion to compel arbitration, Team Select argues that at the time Plaintiff filed her lawsuit, she was a party to an enforceable Employment Arbitration Agreement ("Arbitration Agreement"), requiring her to arbitrate all covered employment-related disputes, including her Title VII claims in this case.
Algonquin did not file a separate motion to compel arbitration or join Team Select's motion. Accordingly, on October 21, 2019, the Court issued an order directing Team Select and Algonquin to file supplemental briefing addressing the effect of any Court order compelling arbitration on Plaintiff's pending claims against Algonquin. In response, Algonquin filed a separate motion to compel arbitration "to the extent Plaintiff considers Algonquin to be her employer" and incorporating the arguments advanced by Team Select in its motion to compel arbitration and related filings. ECF No. 56.
The Arbitration Agreement at issue in this case provides as follows:
ECF No. 37-1. The Arbitration Agreement further provides that it is governed by the Federal Arbitration Act ("FAA") and, on the last page of the Arbitration Agreement, there is a signature line for the employee, as well as a line on which the employee must print her name. The printed name is listed as "Irina Pruteanu," and on the signature line,there appears a stamp that Plaintiff "DocuSigned" the agreement on March 7, 2017. The DocuSign stamp inserts what appears to be a handwritten signature.
Immediately above the employee signature line appears the following:
Plaintiff disputes the validity of the Arbitration Agreement. She argues that Defendants failed to prove that the electronic signature is indeed Plaintiff's signature. She also argues the Arbitration Agreement is unenforceable because Lovell was not authorized to sign the agreement on behalf of Team Select on June 9, 2016. Plaintiff further claims that the Arbitration Agreement does not comply with the Missouri Uniform Arbitration Act, Mo. Rev. Stat. § 435.460, and is therefore unenforceable. Lastly, Plaintiff maintains that Defendants waived their right to compel arbitration because the parties have engaged in substantial litigation and arbitration at this late stage would prejudice Plaintiff.
Team Select replies that on the date Plaintiff began her employment with Team Select, Lovell was President of Algonquin Nurses Home Health Care Inc. Team Select submits a State of Missouri Registration of Fictitious Name signed by Lovell on February 14, 2017—a month before Plaintiff signed the Arbitration Agreement—indicating that Algonquin Nurses Home Health Care, Inc. was registered to do business as Team Select Home Care. ECF No. 49-1. Team Select contends that "Team Select Home Care" is the entity listed on the Arbitration Agreement, and thus Lovell was properly authorized to enter into the Arbitration Agreement on behalf of Team Select.
Team Select also filed a copy of Plaintiff's electronic signature attestation, which is signed by Plaintiff and states that Plaintiff's electronic signature corresponds with her written signature. Team Select states that Plaintiff's electronic signature was used to sign the Arbitration Agreement and is thus valid.
Team Select next argues that the Missouri Uniform Arbitration Act does not apply to arbitration agreements governed by the FAA. Further, Team Select maintains that it did not waive its right to compel arbitration because the case is in its early stages and Plaintiff would not be prejudiced if the Court compelled arbitration. Lastly, Team Select argues that Plaintiff should pay the costs incurred in seeking enforcement of the Arbitration Agreement.
With regard to Algonquin's motion to compel arbitration, Plaintiff makes the same arguments concerning the invalidity and waiver of the Arbitration Agreement. Plaintiff also argues that Algonquin cannot claim the benefit of the Arbitration Agreement because it is not a party to that agreement. Algonquin replies that Plaintiff's lawsuit refers to Team Select and Algonquin as her employer and as a singular, corporate entity, necessitating the resolution of her claims against both Defendants in arbitration. Defendants also argue in their supplemental joint reply memorandum that a non-signatory to the Arbitration Agreement may force a signatory into arbitration under a theory known as alternative equitable estoppel, which is based upon a close affiliation between a signatory and non-signatory to the agreement.
The FAA "establishes a liberal federal policy favoring arbitration agreements." M.A. Mortenson Co. v. Saunders Concrete Co., 676 F.3d 1153, 1156 (8th Cir. 2012). "A court's role under the FAA is therefore limited to determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute." Pro Tech Indus., Inc. v. URS Corp., 377 F.3d 868, 871 (8th Cir. 2004); see also 9 U.S.C. §§ 2, 4. There is no dispute that the Arbitration Agreement in this case encompasses Plaintiff's sex discrimination claim, for the agreement broadly applies to all employment related disputes, including claims under Title VII. Therefore, the question before the Court is whether the Arbitration Agreement is a valid contract.
Under Missouri law, "[t]he essential elements of any contract, including one for arbitration, are offer, acceptance, and bargained for consideration."1 Baker v. Bristol Care, Inc., 450 S.W.3d 770, 774 (Mo. 2014); see also Bellemere v. Cable-Dahmer-Chevrolet Inc., 423 S.W.3d 267, 273 (Mo. Ct. App. 2013) ().
Baier v. Darden Rests., 420 S.W.3d 733, 738 (Mo.Ct. App. 2014) (citations omitted). A mutual obligation to arbitrate by both parties to an arbitration agreement constitutes consideration for the agreement. Greene v. Alliance Auto., Inc., 435 S.W.3d 646, 652 (Mo. Ct. App. 2014) (...
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