Ringler v. Leidos, Inc.
| Decision Date | 24 September 2019 |
| Docket Number | CIVIL ACTION NO. 18-10926-GAO |
| Parties | LESTER M. RINGLER, Plaintiff, v. LEIDOS, INC. and DAVID DARKOW, Defendants. |
| Court | U.S. District Court — District of Massachusetts |
O'TOOLE, D.J.
The plaintiff, Lester M. Ringler, originally filed this action against the defendants Leidos, Inc. and David Darkow in Massachusetts Superior Court. Counts I, II, and III of the complaint are against Leidos for discrimination in violation of Massachusetts General Laws Chapter 151B on the basis of disability, perceived disability, and unlawful retaliation. Counts IV, V, VI present the same three claims against Darkow as an individual. Count VII1 is against Darkow for the state law tort of intentional interference with contractual and advantageous relationships. Before the Court are Leidos's motion to compel arbitration and dismiss (dkt. no. 12) and Darkow's motions to substitute the United States as a party (dkt. no. 18) and to dismiss (dkt. no. 20).
A party seeking to compel arbitration must demonstrate "that a valid agreement to arbitrate exists, that the movant is entitled to invoke the arbitration clause, that the other party is bound bythat clause, and that the claim asserted comes within the clause's scope." Intergen N.V. v. Grina, 344 F.3d 134, 142 (1st Cir. 2003). In assessing whether an agreement to arbitrate exists, courts "should apply ordinary state-law principles that govern the formation of contracts." First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944 (1995).
Leidos seeks to enforce an arbitration agreement that the plaintiff signed on November 14, 2008. Leidos submitted a copy of the signed agreement. There is no dispute that Ringler's claims against Leidos fall within the scope of the proffered arbitration agreement. Ringler instead argues that Leidos may not enforce the agreement because it is not a signatory to the agreement, which was made with Science Applications International Corporation ("SAIC").
The argument is meritless. Leidos's exhibits supporting its motion show that SAIC changed its name to Leidos, Inc. in 2013. It did not change its corporate existence or form.
"Once the corporate existence has begun, even though the stockholders, directors and corporate name may change, the corporation retains the same rights, liabilities and responsibilities until dissolved." Seagram Distillers Co. v. Alcoholic Beverages Control Comm'n, 519 N.E.2d 276, 281 (Mass. 1988) (quotation omitted); see also Roach v. Navient Sol. Inc., 165 F. Supp. 3d 343, 349 (D. Md. 2015) (). The corporation now named Leidos has the same contract rights that were held by it when it was named SAIC. The arbitration agreement binds Ringler.
The plaintiff also opposes the motion to compel arbitration because Leidos did not make any demand for arbitration in the administrative proceedings that occurred prior to the commencement of this litigation. He argues it therefore should be barred from compellingarbitration for equitable reasons including estoppel and laches. Those issues are for the arbitrator to decide. Sleeper Farms v. Agway, Inc., 506 F.3d 98, 103 (1st Cir. 2007) (citing Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983)). Ringler's arguments against enforcing the agreement to arbitrate are not persuasive.
The Westfall Act protects federal employees from civil suits "for injury or loss of property, or personal injury or death arising or resulting from the negligent or wrongful act or omission of any employee of the Government while acting within the scope of his office or employment." 28 U.S.C. § 2679(b)(1). "Upon certification by the Attorney General that the defendant employee was acting within the scope of his office or employment at the time of the incident out of which the claim arose," the action "shall be deemed an action against the United States . . . and the United States shall be substituted as the party defendant." Id. § 2679(d)(1). A plaintiff challenging such a certification bears the burden to prove under state law that the defendant acted outside the scope of his employment during the alleged misconduct. See Day v. Mass. Air Nat'l Guard, 167 F.3d 678, 685 (1st Cir. 1999); Lyons v. Brown, 158 F.3d 605, 609-10 (1st Cir. 1998). "If the certification stands, the defendant federal employee is immune from suit on claims arising from certified conduct, and the United States is substituted as the defendant with regard to those claims." Lyons, 158 F.3d at 606-07.
Under Massachusetts law, an employee's conduct is within the scope of employment if it (1) "is of the kind he is employed to perform"; (2) "occurs substantially within the authorized time and space limits"; and (3) "is motivated, at least in part, by a purpose to serve the employer." Wang Lab., Inc. v. Bus. Incentives, Inc., 501 N.E.2d 1163, 1166 (Mass. 1986).
The United States, through the United States Attorney for this district, filed a certification pursuant to 28 U.S.C. § 2679 stating that Darkow was "acting within the scope of his employment with the federal government at the time of the incidents alleged in plaintiff's complaint." (Reply Br., Ex. A (dkt. no. 26-1).) Ringler does not challenge that general proposition, but rather argues that harmful tortious behavior cannot be considered to be acts within the legitimate scope of employment. He contends that intentional discrimination and retaliation actions could never legitimately serve an employer and therefore must be considered outside the scope of his duties. Accepting this would essentially negate the Westfall Act's purpose in substituting the federal employer for the alleged tortfeasor employee. "The scope of employment is 'not construed restrictively' and intentional torts lie within the scope of employment in a 'variety of situations.'" Gindi v. Norton, 216 F. Supp. 3d 199, 204 (D. Mass. 2016) (quoting Com. v. Jerez, 457 N.E.2d 1105, 1108 (Mass. 1983)). Darkow's actions were done within the scope of his employment as one of Ringler's supervisors.
Count VII, a tort claim, is not actionable against Darkow because of the valid certification that Darkow's actions were within the...
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