Ranieri v. Santander
| Decision Date | 25 January 2017 |
| Docket Number | Civil Action No. 15-3740 |
| Parties | DONNA RANIERI AND NICHOLAS RANIERI, on behalf of themselves and all others similarly situated, Plaintiffs, v. BANCO SANTANDER, S.A., et al., Defendants. |
| Court | U.S. District Court — District of New Jersey |
NOT FOR PUBLICATION
THIS MATTER comes before the Court on Defendants Banco Santander, S.A., Santander Holdings USA, Inc., Santander Bank, N.A., Sovereign Bancorp, Inc., and Sovereign Bank, N.A.'s (collectively, "Santander") renewed motion to compel individualized arbitration. Dkt. No. 46. In this putative collective action, Plaintiffs Donna and Nicholas Ranieri (collectively, "Plaintiffs") claim that Santander failed to pay them overtime in 2012 and 2013 as required by federal and state law. Santander assert the claims must be arbitrated because of an arbitration clause in Plaintiffs' signed employment contract. Because the terms of the contract are clear and Plaintiffs manifested objective intent to be bound to it, the motion is GRANTED.
Santander operates retail banks in several states, including New Jersey and Pennsylvania. Compl. ¶¶ 9-13, 24, 34, Dkt. No. 1. From 2012 to 2013, Donna Ranieri and her son, Nicholas Ranieri, worked as mortgage development officers in Santander's New Jersey bank branches. Griffin Decl. Ex. A, Deposition of Donna Ranieri ("Donna Dep.") 23:15-18, Dkt. No. 46-3; Id. Ex B, Deposition of Nicholas Ranieri ("Nicholas Dep.") 9:10-11. Mortgage development officers are responsible for originating residential mortgage loans for Santander's customers. Compl. ¶¶ 81, 90.
Donna and Nicholas began working for Santander (then operating as Sovereign Bank) in July and December 2012, respectively. Cohen Decl. ¶¶ 2, 4, Dkt. No. 8-2. This was Nicholas's first time working for the bank, but it was Donna's second—she worked there previously from 2000 to 2008.
Prior to their start dates, Santander gave them three-page written offers of employment ("Offer Letter"). The first page of the Offer Letter contains the bolded word "Agreement," followed by a clause stating, Griffin Decl. Exs. C and D, Offer Letters, Dkt. No. 46-5 and 46-6. Donna and Nicholas both signed their Offer Letters on the signature line directly below the sentence, "Offer accepted as outlined above." Offer Letter at 3. Donna signed her Offer Letter on July 17th; Nicholas signed his on December 19th.
They also received and signed the Mortgage Development Officer Agreements ("MDO Agreement"), the documents containing the arbitration clause at issue. The MDO Agreement's preamble states, MDO Agreement at 1. It then lists six sections that describe the parties' various obligations. Id. at 1-5.
Section 5 begins with the bolded heading "TERMINATION AND CLAIMS." Section 5.04, on the same page, provides that "[a]ny controversy or claim arising out of the MDO's employment or the termination thereof shall be resolved through final and binding arbitration . . . ." MDO Agreement § 5.04. It continues:
Notwithstanding any contrary rule or procedure, the MDO agrees to waive any right to bring, maintain, or participate in, or recover any relief from, a class, collective, or representative action against the Bank, its affiliates, or any of their respective employees or other agents to the maximum extent permitted by law . . . Such controversies and claims subject to arbitration include, but are not limited to, those arising under this Agreement and those arising under any federal, state or local statute relating to employment and any tort, contract or common law claim . . . . This provision is not intended to limit the Bank's customary rights of management, but only to provide the exclusive means by which disputes between the parties, as described herein, are to be resolved.
Id. (original emphasis).
Section 6.03 on the following page states that the Agreement "contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever and each party acknowledges receipt of a true, fully signed copy hereof." Id. § 6.03. On the bottom of that page, Donna and Nicholas signed on the signature lines, followed by the signatures of Santander's representatives. See id. at 5. Directly above their signatures, however, is the following sentence: "I certify, by my signature below, that I have received a copy of the Mortgage Sales Commission Plan, which has been provided to me." Id. (original emphasis).
Donna and Nicholas also signed a confidentiality and non-disclosure agreement, which was attached to the Agreement as Exhibit A. See id. Ex A.
The day after Donna signed the Offer Letter and MDO Agreement, Santander sent her a one-page addendum. It began, Griffin Decl. Ex G, Addendum at 1, Dkt. No. 46-9. The terms of the addendum followed after. Donna signed the document directly below the sentence "[o]ffer accepted as outlined above." Id. at 2. At her deposition, she did not recall reading the opening paragraph, but she did read the next section discussing compensation. Donna Dep. 78:9-79:25
After signing the Offer Letters, the MDA Agreements, and (in Donna's case) the addendum, Donna and Nicholas started their employment with Santander.
On June 3, 2015, Plaintiffs filed a putative class and collective action complaint alleging claims under the Fair Labor Standards Act ("FLSA"), 29 U.S.C. §§ 201 et seq., and the New Jersey Wage and Hour Law ("NJWHL"), N.J.S.A. §§ 34:11-56a et seq. Dkt. No. 1.
In August 2015, Santander moved to compel arbitration based on the arbitration clause in Plaintiffs' MDO Agreements. Dkt. No. 8. Santander argued that arbitration was required because Plaintiffs signed the agreements. The Court rejected that argument as premature in light of Plaintiffs' contention that an ambiguity existed. Plaintiffs contended, based on the bold certification in the MDO Agreement, that their signature acknowledged receipt of the Commission Plan only, and did not bind them to any other clauses in the contract. The Court ordered limited discovery, as per the Third Circuit's instructions in Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764, 776 (3d Cir. 2013), to determine whether Plaintiffs' purported ambiguity wasreasonable. See also Bohler-Uddeholm Am., Inc. v. Ellwood Grp., Inc., 247 F.3d 79, 94 (3d Cir. 2001) ().
As part of limited discovery on the issue of arbitrability in this case, Santander deposed Donna and Nicholas about their reasons for signing the MDO Agreement and Offer Letter. The crux of their testimony is that they did not intend to be bound to the terms of the arbitration clause because they did not read the Offer Letter or MDO Agreements in full. Specifically, Donna testified that she did not read any part of the MDO Agreement except for the bolded provision certifying receipt of the Mortgage Sales Commission Plan. Donna Dep. 74:10-75:3. She maintains that she signed the MDO Agreement to acknowledge receipt of the Plan, she did not intend her signature to bind her to any other clauses in the document, and she would not have agreed to arbitrate had she known the clause was there. Id. 45:2-11, 73:22-74:3, 75:9-18. She further testified that, although she did not read the attached confidentiality and non-disclosure agreement either, she signed that too. Id. 76:7-19. As to the Offer Letter, Donna testified that she did not agree with the clause requiring her to execute the MDO Agreement as a condition of her employment. Id. 69:25-70:2, 71:7-10. However, she did not tell anyone about her disagreement with this particular clause, and she otherwise agreed to all other clauses in the Offer Letter. Id. 71:1-14.
Nicholas' testimony was virtually identical. He testified that the MDO Agreement's bold certification was the only part of the document he read before signing it. Nicholas Dep. 27:13-28:9, 33:23-34:5. He stated that he had "no interest" in reading any other portion of the document. Id. 30:6-11. He also did not read the confidentiality and non-disclosure agreement before signing it. Id. 32:8-11, see also 27:18-20. He further testified that he did not recall reading the Offer Letterat all, though he acknowledged signing it. Id. 21:6-10. Like Donna, he testified that he agreed to every other clause in the Offer Letter except for the one discussing execution of MDO Agreement (and one clause that incorrectly listed the branch's address), but he too kept that to himself. Id. 25:18-26:9.
After discovery, Santander filed the instant renewed motion to compel arbitration with supporting...
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