Smith v. Int'l Bus. Machs. Corp.
| Decision Date | 04 May 2023 |
| Docket Number | 22-11928 |
| Parties | TANYA SMITH, Plaintiff-Appellant, v. INTERNATIONAL BUSINESS MACHINES CORP., Defendant-Appellee. |
| Court | U.S. Court of Appeals — Eleventh Circuit |
DO NOT PUBLISH
Appeal from the United States District Court for the Northern District of Georgia D.C. Docket No. 1:21-cv-03856-JPB.
Before WILSON, ROSENBAUM, and LUCK, Circuit Judges.
Tanya Smith appeals the district court's order confirming an arbitration award in favor of her former employer International Business Machines Corp. ("IBM"), on her claim of age discrimination under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621. The arbitrator concluded that Smith's arbitration demand was sent one day too late under the plain terms of the parties' arbitration agreement, and it rejected Smith's attempts to excuse or look past the late submission. The district court denied Smith's petition to vacate the award and granted IBM's motion to confirm it. Smith now appeals. After careful review, we affirm.
After more than thirty years of employment at IBM, Smith was terminated through a reduction in force in 2020, at the age of 54. In connection with her termination, Smith signed a separation agreement, under which she received certain benefits in exchange for agreeing to arbitrate individually any claims of age discrimination under the ADEA, among other things.
The separation agreement contained a provision specifying the time limits and procedure for initiating arbitration. According to this timing provision, To initiate arbitration you must submit a written demand for arbitration to the IBM Arbitration Coordinator no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim that you are making or, if the claim is one which must first be brought before a government agency, no later than the deadline for the filing of such a claim. If the demand for arbitration is not submitted in a timely manner, the claim shall be deemed waived. The filing of a charge or complaint with a government agency . . . shall not substitute for or extend the time for submitting a demand for arbitration.
The agreement contemplated that, once Smith submitted a written demand to IBM, the company would then file with the designated arbitrator, JAMS.
Because ADEA claims are "one[s] which must first be brought before a government agency," see 29 U.S.C. § 626(d)(1), Smith was required to initiate arbitration within the deadline for filing a charge of discrimination with the Equal Employment Opportunity Commission ("EEOC"). As relevant here, that deadline was 180 days from when the "alleged unlawful practice occurred." Id. § 626(d)(1)(A).
On November 17, 2020, Smith filed an arbitration demand directly with JAMS, raising an ADEA claim against IBM. That date was 180 days from the date Smith received notice of her termination, May 21, 2020. See Cocke v. Merrill Lynch &Co., Inc., 817 F.2d 1559, 1561 (11th Cir. 1987) ("A final decision to terminate the employee, rather than actual termination, constitutes the 'alleged unlawful practice' that triggers the filing period."). But Smith did not mail a written demand for arbitration to IBM until the next day, November 18, 2020, at the earliest.[1] As a result, IBM moved to dismiss the arbitration, claiming her demand was one day too late.
The arbitrator granted IBM's motion. The arbitrator found that the timing provision required Smith to submit a written arbitration demand to IBM by the deadline of November 17, but that she failed to do so.[2] The JAMS filing did not count, the arbitrator explained, because the arbitration agreement plainly required the written demand to be sent to IBM.
The arbitrator was not persuaded by Smith's arguments that the one-day delay in submitting the demand to IBM was a de minimis violation of the agreement or otherwise excused under the circumstances. Dismissing Smith's reliance on "various exceptions to late filings in court," the arbitrator stated that he was "obligated to apply the terms of the contract between the parties as written," which made clear an untimely claim is "deemed waived," and that her "failure to abide by its terms is fatal to her claim." As for the alleged pandemic-related hurdles, the arbitrator found that "the fact that she managed to timely file a demand with JAMS demonstrates that pandemic restrictions were not the problem."
The arbitrator also rejected Smith's reliance on the "piggybacking" doctrine, which is a "judge made exception to the administrative exhaustion requirement." The arbitrator noted that Smith had not cited any authority applying piggybacking in the context of arbitration. More importantly, according to the arbitrator, applying piggybacking would abrogate contract terms providing that the filing of an EEOC charge did not extend the time for making a demand for arbitration. The arbitrator also found that the limitation period in the timing provision, as compared to the ordinary ADEA limitation period, "was not shortened," as Smith had contended, "but matched."
Smith filed a motion for reconsideration, and IBM responded in opposition. The arbitrator initially denied the motion as outside his authority, but later, after the JAMS legal department concluded that the arbitration agreement permitted such a motion, he entered an amended order denying the motion. The arbitrator wrote that Smith's motion was not the place to raise "new issues that could have been raised before" and that it was largely an attempt to relitigate issues already decided against her. The arbitrator denied the motion for the reasons set forth in its order granting the motion to dismiss and in IBM's brief in opposition to the motion.
Smith petitioned the district court to vacate the arbitration award. See 9 U.S.C. § 10. Her amended petition also sought, in the alternative, a declaratory judgment that the timing provision is "unenforceable and void." See 28 U.S.C. § 2201. IBM, for its part, moved to confirm the award. The district court denied Smith's requests for relief, granted IBM's motion, and confirmed the award. Smith now appeals.
"We review confirmations of arbitration awards and denials of motions to vacate arbitration awards under the same standard, reviewing the district court's findings of fact for clear error and its legal conclusions de novo." Frazier v. CitiFinancialCorp. LLC, 604 F.3d 1313, 1321 (11th Cir. 2010).
Arbitration is a "matter of contract" under the Federal Arbitration Act ("FAA"), see 9 U.S.C. §§ 1-16, and "courts must rigorously enforce arbitration agreements according to their terms." Am. Express. Co. v. Italian Colors Rest., 570 U.S. 228, 233 (2013) (quotation marks omitted). Those terms may include the "rules under which th[e] arbitration will be conducted." Id. (quotation marks omitted).
"Because arbitration is an alternative to litigation, judicial review of arbitration decisions is among the narrowest known to the law." AIG Baker Sterling Heights, LLC v. Am. Multi-Cinema, Inc., 508 F.3d 995, 1001 (11th Cir. 2007) (quotation marks omitted). Under the FAA, there is a "heavy presumption in favor of confirming arbitration awards." Riccardv. Prudential Ins. Co., 307 F.3d 1277, 1288 (11th Cir. 2002). Thus, "federal courts should defer to an arbitrator's decision whenever possible." Frazier, 604 F.3d at 1321 (quotation marks omitted).
Vacatur of an arbitration award is allowed "only in very unusual circumstances," which are described in the FAA. Gherardi v. Citigroup Global Markets Inc., 975 F.3d 1232, 1236 (11th Cir. 2020). Specifically, the FAA provides for vacatur of an arbitration award in four circumstances, two of which are relevant here:
9 U.S.C. § 10(a). A party seeking vacatur bears the burden to establish the existence of one of the four grounds, Riccard, 307 F.3d at 1289; see Frazier, 604 F.3d at 1323-24 ().
Smith claims that the arbitrator was "guilty of misconduct . . . in refusing to hear evidence pertinent and material to the controversy" under § 10(a)(3). We disagree.
First, the arbitrator did not fail to consider that Smith "timely file[d] her arbitration demand with JAMS" and then "promptly mailed out [the demand] to IBM on the following day." Rather, the arbitrator found these facts simply did not amount to timely filing, since the arbitration agreement required her to submit the written demand to IBM, not to JAMS, by the filing deadline. While Smith disagrees with the arbitrator's view of the timing provision, the arbitrator did not refuse to consider her evidence on this point.
Second the arbitrator considered and rejected Smith's arguments based on pandemic-related obstacles. Smith had argued that the one-day delay in mailing was due to counsel working remotely during the COVID-19 pandemic and other pandemic-related difficulties. The arbitrator was not persuaded, noting that Smith "managed to timely file a demand with JAMS," which showed that "pandemic restrictions were not the problem." Smith responds that the electronic JAMS filing cannot be compared to the physical mailing of her IBM demand, given the "logistical hurdles" particular to mailing. But, despite those hurdles, which would have been well-known in November 2020, Smith did not identify how she was prevented from mailing the demand to IBM one day earlier, on the same day she filed with...
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