Ryan v. BuckleySandler, LLP, Civil Action No. 13–01816

• Decision Date: 25 September 2014
• Docket Number: Civil Action No. 13–01816
• Citation: 69 F.Supp.3d 140
• Court: U.S. District Court — District of Columbia
• Parties: Matthew J. Ryan, Plaintiff, v. BuckleySandler, LLP, et al., Defendant.

69 F.Supp.3d 140

Matthew J. Ryan, Plaintiff

v.BuckleySandler, LLP, et al., Defendant.

Civil Action No. 13–01816

United States District Court, District of Columbia.

Signed September 25, 2014

Matthew J. Ryan, Friendship Heights, MD, pro se.

Christopher A. Weals, Andrew G. Sakallaris, Morgan, Lewis & Bockius LLP, Washington, DC, for Defendant.

MEMORANDUM OPINION

BERYL A. HOWELL, United States District Judge

The plaintiff, a pro se attorney, brings this action against his former employer, BuckleySandler LLP and several of its employees, alleging age discrimination in violation of the District of Columbia Human Rights Act (“DCHRA”), D.C. Code § 2–1401, et seq. , and the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. § 621, et seq.See Compl., ECF No. 1, ¶¶ 127, 133. The defendants have moved to dismiss the complaint and to compel arbitration based upon an arbitration agreement signed by the plaintiff at the outset of his employment. See Defs.' Mot. Dismiss & Compel Arbitration, ECF No. 3 (“Defs.' Mot. Dismiss”). For the reasons stated below, the Court finds that all of the plaintiff's claims are the subject of a valid arbitration agreement and therefore dismisses the case.

I. BACKGROUND

In 2008, the plaintiff began working for Buckley Kolar, LLP—the predecessor to one of the defendants in this action, BuckleySandler, LLP (“BuckleySandler”)—on a temporary basis as a contract attorney primarily responsible for document review. See Compl. ¶ 10. In December 2009, the plaintiff accepted a position as a temporary staff attorney with BuckleySandler, which was made permanent in September 2010. Id. ¶¶ 11–13. The staff attorney program was managed by Kirk Jensen and Elizabeth McGinn, partners at BuckleySandler. Id. ¶ 15. As a condition of his employment, the plaintiff entered into an agreement that required “final and binding arbitration” as the “sole and exclusive remedy” for any “claims and disputes ... related in any way to [his] employment or the termination of [his] employment.” See Defs.' Mem. Pts. Auths. Supp. Mot. Dismiss & Compel Arbitration (“Defs' Mem.”), Declaration of Terri Carnahan, Ex. 1 (“Arbitration Agreement”), ECF No. 3–2. According to the plaintiff, at some point thereafter BuckleySandler requested that the plaintiff, “as a condition of continued employment,” sign an agreement, which the plaintiff “believe[s] ... contained an Arbitration Agreement.” See Pl.'s Response to Defs.' Mot. Dismiss & Compel Arbitration (“Pl.'s Response”), Declaration of Matthew J. Ryan ¶ 3 (“Ryan Decl.”), ECF No. 6 (“Unsigned Employment Agreement”). The plaintiff “declined to sign” the proffered agreement, but suffered “no adverse effect upon [his] employment.” Id.

On several occasions during the course of his employment at BuckleySandler, the plaintiff was passed over for promotion to the position of “Regulatory Attorney.” See Compl. ¶¶ 43–45, 54, 96, 106. The plaintiff alleges that this was the result of illegal age discrimination. See id. ¶¶ 127, 133. On January 31, 2013, after being passed over for promotion, the plaintiff attended a meeting where Kirk Jensen informed him that his position was being terminated. Id. at ¶ 111. At the meeting, BuckleySandler offered the plaintiff a Confidential Separation Agreement and General Release, which the plaintiff subsequently signed. Ryan Decl. ¶ 4, Ex. 1 (“Separation Agreement”). The Separation Agreement provided the plaintiff with severance pay, limited medical coverage, and certain outplacement services in exchange for a release of certain claims that the defendant might have against the employer, including “[a]ny and all claims of discrimination ... based on ... age....” Separation Agreement ¶¶ 2, 3(c). Additionally, the Separation Agreement contained a merger clause, which stated:

This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between them pertaining to such subject matter. There are no written or oral understandings, promises, representations, or agreements directly or indirectly related to this Agreement. No modification, revision, addition to, or alteration of this Agreement will be binding unless in writing and signed by Employee and the Firm.

Id. ¶ 13(b). The Separation Agreement did not provide any forum to resolve disputes arising out of the Separation Agreement.

On July 26, 2013, following his termination, the plaintiff filed a charge with the EEOC. Compl. ¶ 123. Upon investigation, the EEOC was “unable to conclude” that BuckleySandler violated the law in terminating the plaintiff. See Compl. The plaintiff then filed this action against BuckleySandler, Kirk Jensen, and Elizabeth McGinn alleging that his termination was the result of age discrimination in violation of the DCHRA and the ADEA. See Compl. ¶¶ 127, 133. In response, the defendants filed the pending Motion to Dismiss and Compel Arbitration pursuant to the Federal Arbitration Act (“FAA”), seeking to dismiss or stay proceedings pending arbitration. The defendants also seek to recover attorneys' fees and costs associated with filing this motion. See Defs.' Mot. Dismiss.

II. LEGAL STANDARD

A motion to compel arbitration, pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. § 4, is treated “as if it were a request for summary disposition of the issue of whether or not there had been a meeting of the minds on the agreement to arbitrate” and, therefore, is subject to the summary judgment standard of Federal Rule of Civil Procedure 56(a). Aliron Int'l, Inc. v. Cherokee Nation Indust., Inc., 531 F.3d 863, 865 (D.C.Cir.2008) (internal quotations and citations omitted). A motion to compel arbitration focuses judicial scrutiny on the arbitrability of the dispute, rather than the dispute itself. See Aliron Int'l, 531 F.3d at 865 ; Tower Ins. Co. of New York v. Davis/Gilford, A JV, 967 F.Supp.2d 72, 77 (D.D.C.2013) ; see also Bensadoun v. Jobe–Riat, 316 F.3d 171, 175 (2d Cir.2003) (“[T]he summary judgment standard is appropriate in cases where the District Court is required to determine arbitrability, regardless of whether the relief sought is an order to compel arbitration or to prevent arbitration.”).

Under Federal Rule of Civil Procedure 56, summary judgment shall be granted “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to a judgment as a matter of law,” upon consideration of “materials in the record” that establish the absence or presence of a genuine dispute. Fed. R. Civ. P. 56(a), (c). While the moving party bears the burden of showing the absence of dispute material facts, “[t]he evidence is to be viewed in the light most favorable to the nonmoving party and the court must draw all reasonable inferences in favor of the nonmoving party.” Talavera v. Shah, 638 F.3d 303, 308 (D.C.Cir.2011) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ).

Disputes over the application of the law to undisputed facts are particularly amenable to resolution on summary judgment since such disputes raise only legal questions properly within the domain of the Court to determine. Tower Ins. Co., 967 F.Supp.2d at 78 (citing Spark v. Catholic Univ. of Am., 510 F.2d 1277, 1281 (D.C.Cir.1975) ); see also Henry v. S/S Bermuda Star, 863 F.2d 1225, 1229 n. 11 (5th Cir.1989) ; Bassis v. Universal Line, S.A., 436 F.2d 64, 68 (2d Cir.1970). Consequently, “[t]he proper interpretation of an unambiguous contract provision is a question of law, and thus is well-suited to disposition by summary judgment.”Tower Ins. Co., 967 F.Supp.2d at 78 (citing United States ex rel. K & R Ltd. P'ship v. Mass. Hous. Fin. Agency, 456 F.Supp.2d 46, 55 (D.D.C.2006), aff'd, 530 F.3d 980 (D.C.Cir.2008) ); see also Noel v. Baskin, 131 F.2d 231, 233 (D.C.Cir.1942) (“[N]o citation of authority is necessary to establish the proposition that the construction of written instruments is a question of law for the court.”); ECHO, Inc. v. Whitson Co., 52 F.3d 702, 705 (7th Cir.1995) (“Contract interpretation is particularly suited to disposition by summary judgment.”).

III. DISCUSSION

“[A]rbitration is a matter of contract.” Rent–A–Center, W., Inc. v. Jackson, 561 U.S. 63, 69, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010). Thus, the Supreme Court has directed that “the first task of a court asked to compel arbitration of a dispute is to determine whether the parties agreed to arbitrate that dispute.” Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, 473 U.S. 614, 626, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985) ; see also Granite Rock Co. v. Int'l Bhd. of Teamsters, 561 U.S. 287, 297, 130 S.Ct. 2847, 177 L.Ed.2d 567 (2010) (“[A] court may order arbitration of a particular dispute only where the court is satisfied that the parties agreed to arbitrate that dispute.” (emphasis omitted)). Although there is a federal policy in favor of arbitration, the presumption applies only with respect to the scope of an arbitration clause; not whether the parties have entered into an arbitration agreement in the first instance. Granite Rock, 561 U.S. at 301–302, 130 S.Ct. 2847. “When deciding whether the parties agreed to arbitrate a certain matter ... courts generally ... should apply ordinary state-law principles that govern the formation of contracts.” Aliron, 531 F.3d at 865 (quoting First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995) ); see also Nat'l R.R. Passenger Corp. v. ExpressTrak, L.L.C., 330 F.3d 523, 529 (D.C.Cir.2003). In the instant matter, District of Columbia law governs the formation of the contracts at issue. See Separation Agreement ¶ 13(a) (“The laws of the District of Columbia ... shall govern the validity of this Agreement....”).¹

The plaintiff argues that the Arbitration Agreement is no longer enforceable for two separate reasons. First, the plaintiff argues that the Arbitration Agreement was superseded by...