State v. Sims

• Decision Date: 20 November 2020
• Docket Number: No. 20-0007,20-0007
• Parties: STATE OF WEST VIRGINIA EX REL. TROY GROUP, INC., A DELAWARE CORPORATION; BARIS VURAL; GEORGANNE ICKLER; AND AIMEE ORUM, Petitioners v. THE HONORABLE JUDGE DAVID J. SIMS, JUDGE OF THE CIRCUIT COURT OF OHIO COUNTY, WEST VIRGINIA, AND NAKITA WILLIS, Respondents
• Court: West Virginia Supreme Court

STATE OF WEST VIRGINIA EX REL. TROY GROUP, INC.,A DELAWARE CORPORATION; BARIS VURAL;GEORGANNE ICKLER; AND AIMEE ORUM, Petitioners v. THE HONORABLE JUDGE DAVID J. SIMS,JUDGE OF THE CIRCUIT COURT OF OHIO COUNTY,WEST VIRGINIA, AND NAKITA WILLIS, Respondents

No. 20-0007

SUPREME COURT OF APPEALS OF WEST VIRGINIA

September 2020 Term

Submitted: September 2, 2020

November 20, 2020

PETITION FOR WRIT OF PROHIBITION

WRIT GRANTED

Brian J. Moore

Kelsey Haught Parsons

Dinsmore & Shohl LLP

Charleston, West Virginia

Attorneys for the Petitioners

Robert C. James

Jordan V. Palmer

Flaherty Sensabaugh Bonasso PLLC

Wheeling, West Virginia

Attorney for the Respondent Nakita

Willis

JUSTICE JENKINS delivered the Opinion of the Court.

JUSTICES WORKMAN and HUTCHISON dissent and reserve the right to file dissenting opinions.

SYLLABUS BY THE COURT

1. "'Prohibition lies only to restrain inferior courts from proceeding in causes over which they have no jurisdiction, or, in which, having jurisdiction, they are exceeding their legitimate powers and may not be used as a substitute for [a petition for appeal] or certiorari.' Syllabus Point 1, Crawford v. Taylor, 138 W. Va. 207, 75 S.E.2d 370 (1953)." Syllabus point 1, State ex rel. Franklin v. Tatterson, 241 W. Va. 241, 821 S.E.2d 330 (2018).

2. "In determining whether to entertain and issue the writ of prohibition for cases not involving an absence of jurisdiction but only where it is claimed that the lower tribunal exceeded its legitimate powers, this Court will examine five factors: (1) whether the party seeking the writ has no other adequate means, such as direct appeal, to obtain the desired relief; (2) whether the petitioner will be damaged or prejudiced in a way that is not correctable on appeal; (3) whether the lower tribunal's order is clearly erroneous as a matter of law; (4) whether the lower tribunal's order is an oft repeated error or manifests persistent disregard for either procedural or substantive law; and (5) whether the lower tribunal's order raises new and important problems or issues of law of first impression. These factors are general guidelines that serve as a useful starting point for determining whether a discretionary writ of prohibition should issue. Although all five factors need not be satisfied, it is clear that the third factor, the existence of clear error as a matter of law,should be given substantial weight." Syllabus point 4, State ex rel. Hoover v. Berger, 199 W. Va. 12, 483 S.E.2d 12 (1996).

3. "'A trial court's evidentiary rulings, as well as its application of the Rules of Evidence, are subject to review under an abuse of discretion standard.' Syl. Pt. 4, State v. Rodoussakis, 204 W. Va. 58, 511 S.E.2d 469 (1998)." Syllabus point 11, State v. Wasanyi, 241 W. Va. 220, 821 S.E.2d 1 (2018).

4. "'When a trial court is required to rule upon a motion to compel arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-307 (2006), the authority of the trial court is limited to determining the threshold issues of (1) whether a valid arbitration agreement exists between the parties; and (2) whether the claims averred by the plaintiff fall within the substantive scope of that arbitration agreement.' Syl. Pt. 2, State ex rel. TD Ameritrade, Inc. v. Kaufman, 225 W.Va. 250, 692 S.E.2d 293 (2010)." Syllabus point 3, Hampden Coal, LLC v. Varney, 240 W. Va. 284, 810 S.E.2d 286 (2018).Jenkins, Justice:

This case was brought as a petition for a writ of prohibition under the original jurisdiction of this Court by Petitioners, TROY Group, Inc., a Delaware Corporation ("TROY"); Baris Vural ("Mr. Vural"); Georganne Ickler ("Ms. Ickler"); and Aimee Orum ("Ms. Orum") (collectively "Petitioners"). In this proceeding, Petitioners seek to have this Court prohibit the Circuit Court of Ohio County from enforcing its order denying their motion to dismiss or, in the alternative, to compel arbitration ("motion" or "motion to dismiss/compel arbitration"). In denying Petitioners' motion, the circuit court concluded that "significant and troubling questions exist with regard to the authenticity of the agreement produced by [Petitioners]." Consequently, the circuit court found that the arbitration agreement put forth by Petitioners could not be authenticated and denied their motion to dismiss/compel arbitration. After considering the briefs and record submitted, oral arguments presented by the parties, and the relevant law, we conclude that the circuit court erred in finding that the arbitration agreement put forth by Petitioners was not authentic. For this reason, we grant the requested writ.

I.FACTUAL AND PROCEDURAL HISTORY

Respondent Nakita Willis ("Ms. Willis") was employed with TROY from March 24, 2004, until September 24, 2018. After her employment with TROY ended, Ms. Willis filed a lawsuit in Ohio County alleging wrongful and discriminatory discharge based on race discrimination, gender discrimination, and age discrimination; wrongful andretaliatory constructive discharge; violation of the Wage Payment and Collection Act; and the tort of outrage. Petitioners subsequently filed an answer, which asserted the affirmative defense that this matter was "subject to a valid and binding arbitration agreement." While this matter was pending, TROY produced a "Mutual Agreement to Arbitrate Claims" ("arbitration agreement") with Ms. Willis' signature on it. Pursuant to the produced arbitration agreement, Ms. Willis agreed not to litigate her employment-related claims in court, but instead agreed to submit such disputes to binding arbitration. It is undisputed that Ms. Willis' current claims are covered under the language of the arbitration agreement; thus, if the agreement is found to be valid and enforceable, she will be required to arbitrate her claims.

On May 24, 2019, Petitioners filed their motion to dismiss/compel arbitration and their memorandum in support thereof. Petitioners asserted that, at the time Ms. Willis was hired, she executed an arbitration agreement "in which she promised to submit any employment-related claims to binding arbitration[.]" Petitioners further contended that Ms. Willis' claims were subject to the arbitration agreement because (1) a dispute exists between Petitioners and Ms. Willis; (2) the parties have a written agreement (which was attached to the motion and memorandum supporting the same), and Ms. Willis' claims fall within the scope of the arbitration agreement; (3) the transactions in question relate to interstate commerce; and (4) Ms. Willis failed to arbitrate the dispute. Petitioners argued that the arbitration agreement is "a valid, enforceable contract supported by consideration" and that the agreement is conscionable.

In response, Ms. Willis opposed the Petitioners' motion arguing that (1) there was no consideration to give effect to the arbitration agreement; (2) Petitioners had waived their right to arbitrate by appearing in and preliminarily participating in the circuit court case; and (3) Petitioners were estopped from enforcing the arbitration agreement because they invited participation in certain discovery to which they would not have been entitled in an arbitration. Furthermore, in the event that the circuit court rejected these grounds, "[Ms. Willis] ask[ed] the [circuit court], in the alternative, to allow discovery on the issue of arbitration" because there were issues surrounding the creation and execution of the agreement. Ms. Willis attached an affidavit to her response indicating that she did not remember ever seeing or signing the agreement prior to this lawsuit. The circuit court held a hearing on the motion on July 18, 2019.¹ Following the hearing, the circuit court ordered that the parties would have ninety days to conduct discovery on any issues related to the arbitration agreement and the pending motion to dismiss/compel arbitration.

During this discovery period, TROY responded to a request by Ms. Willis to produce an original arbitration agreement. Specifically, TROY indicated that "it has already produced an original version" and that there is "no 'wet ink' version of the document as TROY [] is paperless and documents are maintained in electronic / PDF format." Moreover, the parties engaged in written discovery, which revealed otheremployees' arbitration agreements, and Ms. Willis undertook a West Virginia Rule of Civil Procedure 30(b)(7) deposition of TROY corporate representative Ms. Orum. Ms. Orum testified that she was not employed with TROY when Ms. Willis began her employment. However, she stated that it is the typical practice of TROY to present the agreement to all employees in person or via email as part of the new hire paperwork after acceptance of a position and typically within two weeks prior to the employee's start date. Moreover, discovery revealed that, in 2016, TROY began a paperless initiative and all existing personnel files, including Ms. Willis', were scanned into PDF² format for electronic storage. Once Ms. Willis' file was scanned into the electronic system, the paper copy was shredded by a third-party vendor.

After the additional discovery was conducted, Petitioners filed a supplemental memorandum in support of their motion to dismiss or, in the alternative, compel arbitration. Petitioners contended that Ms. Willis failed to challenge whether the claims she made were covered by the arbitration agreement and that she also failed to challenge in any way the conscionability of the agreement. Petitioners further asserted that the arbitration agreement was presumptively valid and that Ms. Willis did not overcome that presumption, they had not waived their right to arbitration, and they were not estoppedfrom seeking arbitration. In turn, Ms. Willis also filed a supplemental response in opposition. In her response, Ms. Willis confusingly asserted that the arbitration agreement is not admissible because it is a duplicate, rather than an original; that she disputed the authenticity of the signature on the document;...