Skuse v. Pfizer, Inc., 081820 NJSC, A-86-18

Docket NºA-86-18
Opinion JudgePATTERSON JUSTICE
Party NameAmy Skuse, Plaintiff-Respondent, v. Pfizer, Inc., John D. Witzig, Paul Mangeot, and Connie Corbett, individually, jointly, severally and/or in the alternative, Defendant-Appellants.
AttorneyThomas A. Linthorst argued the cause for appellants (Morgan, Lewis & Bockius and Jackson Lewis, attorneys; Thomas A. Linthorst, Sam S. Shaulson, John M. Nolan, Carla D. Macaluso, and Timothy M. McCarthy, on the briefs). Alan H. Schorr argued the cause for respondent (Schorr & Associates, attorney...
Judge PanelPATTERSON, J., JUSTICES LaVECCHIA, FERNANDEZ-VINA, and SOLOMON join in JUSTICE PATTERSON's opinion. JUSTICE ALBIN filed a concurrence. CHIEF JUSTICE RABNER filed a dissent. JUSTICE TIMPONE did not participate. JUSTICES LaVECCHIA, FERNANDEZ-VINA, and SOLOMON join in JUSTICE PATTERSON's opinion. JU...
Case DateAugust 18, 2020
CourtSupreme Court of New Jersey

Amy Skuse, Plaintiff-Respondent,

v.

Pfizer, Inc., John D. Witzig, Paul Mangeot, and Connie Corbett, individually, jointly, severally and/or in the alternative, Defendant-Appellants.

No. A-86-18

Supreme Court of New Jersey

August 18, 2020

Argued February 3, 2020

On certification to the Superior Court, Appellate Division, whose opinion is reported at 457 N.J.Super. 539 (App. Div. 2019)

Thomas A. Linthorst argued the cause for appellants (Morgan, Lewis & Bockius and Jackson Lewis, attorneys; Thomas A. Linthorst, Sam S. Shaulson, John M. Nolan, Carla D. Macaluso, and Timothy M. McCarthy, on the briefs).

Alan H. Schorr argued the cause for respondent (Schorr & Associates, attorneys; Alan H. Schorr, on the briefs).

David R. Kott argued the cause for amici curiae New Jersey Business & Industry Association, Commerce and Industry Association of New Jersey, and New Jersey Chamber of Commerce (McCarter & English, attorneys; David R. Kott and Edward J. Fanning, Jr., of counsel and on the brief, and Steven H. Del Mauro, on the brief).

Andree P. Laney argued the cause for amicus curiae Employers Association of New Jersey (Ford & Harrison and Employers Association of New Jersey, attorneys; Mark A. Saloman, of counsel and on the brief, and Jeffrey A. Shooman, on the brief).

William D. Wright argued the cause for amicus curiae New Jersey Association for Justice (The Wright Law Firm, attorneys; William D. Wright and David T. Wright, on the brief).

Richard M. Schall argued the cause for amicus curiae National Employment Lawyers Association of New Jersey (Schall & Barasch, attorneys; Richard M. Schall, on the brief).

Leah S. Robinson submitted a brief on behalf of amicus curiae Chamber of Commerce of the United States of America (Mayer Brown, attorneys; Leah S. Robinson, Archis A. Parasharami, of the District of Columbia bar, admitted pro hac vice, and Daniel E. Jones, of the District of Columbia bar, admitted pro hac vice, on the brief).

Gavin J. Rooney submitted a brief on behalf of amicus curiae New Jersey Civil Justice Institute (Lowenstein Sandler, attorneys; Gavin J. Rooney and Justin Corbalis, on the brief).

PATTERSON, J., writing for the Court.

In this appeal, the Court reviews the trial court's decision dismissing plaintiff Amy Skuse's complaint against her former employer, Pfizer, Inc., and ordering arbitration of her employment discrimination claims.

Pfizer's Human Resources Department sent an e-mail to Pfizer employees at their corporate e-mail addresses announcing Pfizer's five-page Mutual Arbitration and Class Waiver Agreement (Agreement) and included a link to that document. The following language appeared in bold font on the final page of the Agreement: You understand that your acknowledgement of this Agreement is not required for the Agreement to be enforced. If you begin or continue working for the Company sixty (60) days after receipt of this Agreement, even without acknowledging this Agreement, this Agreement will be effective, and you will be deemed to have consented to, ratified and accepted this Agreement through your acceptance of and/or continued employment with the Company.

The e-mail also included a included a link to a document that listed "Frequently Asked Questions," including "Do I have to agree to this?" to which the response indicated, "The Arbitration Agreement is a condition of continued employment with the Company. If you begin or continue working for the Company sixty (60) days after receipt of this Agreement, it will be a contractual agreement that binds both you and the Company." The "FAQs" document also encouraged any employee who had "legal questions" about the Agreement "to speak to [his or her] own attorney."

Additional e-mails assigned the "Mutual Arbitration and Class Waiver Agreement and Acknowledgment" as part of Pfizer's module-based training program, noting that agreement to individual arbitration was a condition of employment, and included a link to launch that module, which consisted of four slides. The first slide noted that agreement to individual arbitration was a condition of employment; the second contained instructions for opening the Agreement; the third slide contained language similar to the final page of the Agreement (reproduced above); a box with an arrow pointing upward to that language instructed the employee to "CLICK HERE to acknowledge." The fourth slide thanked the employee for reviewing the Agreement, provided an e-mail address for questions, and included a means to exit the "course."

Pfizer terminated Skuse's employment in August 2017, and Skuse filed a complaint alleging that Pfizer and the individual defendants violated the Law Against Discrimination by terminating her employment because of her religious objection to being vaccinated for yellow fever. Defendants moved to dismiss the complaint and to compel arbitration. Skuse opposed the motion, contending that she was not bound by Pfizer's Agreement, arguing that she was asked only to acknowledge the Agreement, not to assent to it, and that she never agreed to arbitrate her claims.

The trial court dismissed Skuse's complaint and directed her to proceed to arbitration in accordance with the Agreement. The Appellate Division reversed, identifying three aspects of Pfizer's communications to Skuse as grounds for its decision: Pfizer's use of e-mails to disseminate the Agreement to employees already inundated with e-mails; its use of a "training module" or a training "activity" to explain the Agreement; and its instruction that Skuse click her computer screen to "acknowledge" her obligation to assent to the Agreement in the event that she remained employed for sixty days, not to "agree" to the Agreement. 457 N.J.Super. 539, 555-61 (App. Div. 2019). The Court granted certification. 238 N.J. 374 (2019).

HELD: Pfizer's Agreement and related communications informed Skuse that if she remained a Pfizer employee more than sixty days from her receipt of that Agreement, she was deemed to assent to it. Those communications clearly and unmistakably explained the rights that Skuse would waive by agreeing to arbitration, thus complying with waiver-of-rights case law, and Pfizer's delivery of the Agreement by e-mail did not warrant its invalidation. Pfizer's use of the word "acknowledge" was appropriate in the circumstances of this case, given the terms of Pfizer's arbitration policy and other expressions of assent that immediately preceded that request. Pfizer should not have labeled its communication explaining its arbitration agreement a "training module" or training "activity," but that is not a basis to invalidate the Agreement. The Agreement was valid and binding, and the Court concurs with the trial court's decision to enforce it.

1. Federal law specifically permits states to regulate contracts, including contracts containing arbitration agreements, under general contract principles. For any waiver-of-rights provision to be effective, the party who gives up rights must have full knowledge of his legal rights and intent to surrender those rights. New Jersey case law requires that a waiver-of-rights provision be written clearly and unambiguously. In an employment setting, employees must at least know that they have agreed to arbitrate all statutory claims arising out of the employment relationship or its termination. (pp. 18-23)

2. Applying those principles, Pfizer's Agreement and its related communications clearly informed Skuse that by continuing to be employed for sixty days, she would waive her right to pursue employment discrimination claims against Pfizer in court. New Jersey contract law recognizes that in certain circumstances, conduct can constitute contractual assent. Pfizer informed employees, with the clarity that New Jersey's waiver-of-rights law requires, that continued employment after the policy's effective date would constitute acceptance of the Agreement's terms. Further, as required by case law, Pfizer clearly explained to Skuse the rights that she would relinquish if she remained employed after the policy's effective date and thereby assented to the Agreement's terms. The Agreement's language complied with the Court's mandate in Atalese v. U.S. Legal Services Group, L.P., 219 N.J. 430, 446 (2014), that a waiver-of-rights provision clearly and unambiguously state that the plaintiff is "waiving her right to sue or go to court to secure relief." Pfizer's communications also explained in general terms what arbitration, the agreed-upon method of dispute resolution, would entail, with no confusing references to mediation as in Kernahan v. Home Warranty Administrator of Florida, Inc., 236 N.J. 301, 323-26 (2019). Finally, Skuse's LAD claim was indisputably included in the Agreement's broad language describing the employment-related claims subject to arbitration, and it does not fall within the exceptions to that policy enumerated in the Agreement. (pp. 23-28)

3. The Court next considers the method by which Pfizer chose to deliver its Agreement and accompanying communications to Skuse. Even if Skuse were to contend that she did not review Pfizer's e-mails and their attachments because of the volume of e-mails addressed to her -- which she does not -- her failure to review Pfizer's communications would not invalidate the Agreement. Under case law, any contention by Skuse that she completed Pfizer's e-mailed module without reading its contents or the documents linked to it would have no impact on the analysis. Moreover, no principle of New Jersey contract law bars enforcement of a contract because that contract is communicated by email, rather than by the transfer of a hard-copy document. And here, nothing in the emailed communications in this case concealed the...

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