Vanderhorst v. Brookdale Senior Living Communities, Inc.
| Decision Date | 31 May 2012 |
| Docket Number | Case No. 3:12-cv-094 |
| Parties | ANNE M. VANDERHORST, Plaintiff, v. BROOKDALE SENIOR LIVING COMMUNITIES, INC., et al. Defendants. |
| Court | U.S. District Court — Southern District of Ohio |
(Doc. #4); ORDERING THE PARTIES TO PROCEED TO
The Plaintiff in this matter is Anne M. Vanderhorst ("Vanderhorst") and the Defendants are Brookdale Senior Living Communities, Inc. ("Brookdale") and John and Jane Does. The John and Jane Does have yet to be identified.
Vanderhorst initially brought her Complaint in the Court of Common Pleas for Miami County, Ohio. The Complaint was then removed to this Court by Brookdale based upon this Court having diversity jurisdiction.
Vanderhorst alleges three Causes of Action. The First is for wrongful termination in violation of Ohio public policy, the Second is for retaliatory discharge and the Third is for defamation. (Doc. #3.) She seeks compensatory and punitive damages, attorneys' fees and a permanent injunction.
Now before the Court is Brookdale's Motion To Dismiss Or Compel Arbitration and Stay Proceedings. (Doc. #4.) This Motion is now fully briefed and ripe for decision.
Brookdale owned and operated a facility known as the Sterling House of Piqua ("Sterling House") located at 1744 West High Street in Piqua, Ohio. (Compl. ¶ 2.) Vanderhorst was employed as a nurse at Sterling House from January 20, 2010, until March 3, 2011. (Id. at ¶ 4.)
Jolene Denson, Brookdale's Business Office Coordinator, says that she conducted Vanderhorst's new hire orientation on January 19, 2010. (Declaration of Jolene Denson ("Denson Decl.") ¶ 4 May 10, 2012.) During Vanderhorst's new-hire orientation, Denson says she provided Vanderhorst with a complete copy of Brookdale's Employment Binding Arbitration Agreement (the "Agreement") to read and review. (Id. at ¶ 6.) The Agreement, according to Denson, was a separately stapled document from the other new hire paperwork that was provided to Vanderhorst. (Id.) Vanderhorst signed the Agreement. Denson says that Vanderhorst did not ask to consult with an attorney regarding the Agreement or the other new-hire paperwork. (Id. at ¶ 9.)
Denson says she also provided Vanderhorst with an Associate Handbook. (Denson Decl. ¶7.) Vanderhorst acknowledged receipt of the Associate Handbook by signing the Associate Handbook Receipt and Acknowledgement. (Doc. #8, Ex. 3.)
Vanderhorst says that none of the documents provided to her during the new hire orientation were discussed in any detail and no mention was made of arbitration. (Affidavit of Anne Vanderhorst ("Vanderhorst Aff.") ¶ 4 Apr. 26, 2012.) She was simply informed that it was necessary to execute, at that time, the documents presented. (Id.) Vanderhorst says that she was not given an opportunity to do anything more than glance at the documents presented to her. (Id.)
Vanderhorst says that she has no recollection of seeing and/or reviewing a copy of thefour-page Agreement at issue here. (Id. at ¶ 5.) She recalls that she was merely presented with the signature page of the Agreement and instructed to sign it. (Id.)
Vanderhorst says that she was not given the opportunity to review the Agreement or any of the other documents with an attorney or given adequate opportunity to even read the documents prior to execution. (Id. at ¶ 6.) She also says the Agreement was not discussed with her at any time during her employment. (Id. at ¶ 7.) Finally, Vanderhorst says that she has never participated in an arbitration and, prior to this action, had no understanding of what an arbitration was or what it entailed. (Id. at ¶ 3.)
The Agreement provides that disputes that may arise from Vanderhorst's employment or termination must, after attempts to resolve the disputes internally, be submitted for resolution by mandatory binding arbitration. Also, Brookdale agrees to the use of arbitration as the exclusive forum for resolving employment disputes covered by the Agreement. (Id.)
The Parties to the Agreement (Brookdale and Vanderhorst) are both precluded from bringing or raising in court, or another forum, any dispute that was or could have been brought or raised under the procedures set forth in the Agreement. (Id.) Disputes arising from or related to Vanderhorst's employment relationship with Brookdale are to be submitted for final and binding resolution by a private and impartial arbitrator, to be jointly selected by Brookdale and Vanderhorst.
The claims covered by the Agreement include the arbitrability of a controversy or claim. (Id.) The claims covered also include any claim that could be asserted in court or before an administrative agency or claims for which Vanderhorst has an alleged cause of action includingclaims for breach of contract, tort, discrimination, wrongful discharge, violation of the Family Medical Leave Act ("FMLA"), violations of confidentiality or breaches of trade secrets, and/or claims for violation of any federal, state, or other governmental law, statute, regulation or ordinance. (Id.)
Claims not covered by the Agreement include claims for workers' compensation benefits, unemployment compensation benefits, claims under the National Labor Relations Act, claims before the Equal Employment Opportunity Commission, claims for injunctive or other equitable relief including, without limitation, claims for unfair competition and the use or unauthorized disclosure of trade secrets or confidential information. (Id.) Finally, claims not covered include a claim based upon Brookdale's current employee benefits and/or welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under that plan. (Id.)
The Agreement preserves the procedural and substantive rights and remedies that Vanderhorst is afforded under law. (Id.) In addition, the arbitrator must apply the governing substantive law applicable to any claims asserted by Vanderhorst. (Id.) Finally, the costs of the AAA administrative fees and the arbitrator's fees and expenses are initially paid by Brookdale with ultimate responsibility for such costs and expenses to be determined by statue or the arbitrator. (Id.) All other costs and expenses associated with the arbitration are borne by the party incurring the expense unless provided otherwise by statute or the arbitrator. (Id.)
The resolution of Brookdale's Motion To Dismiss Or Compel Arbitration turns on the Agreement which is an arbitration agreement. The use of agreements to resolve matters through mandatory arbitration is well recognized. See Circuit City Stores, Inc. v. Adams, 532 U.S. 105,121 (2001.)
The Federal Arbitration Act ("FAA") was enacted in 1925 to "reverse the longstanding judicial hostility to arbitration agreements that had existed at English common law and had been adopted by American courts, and to place arbitration agreements upon the same footing as other contracts." Equal Employment Opportunity Commission v. Waffle House, Inc., 534 U.S. 279, 289 (2002)(quoting Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 24 (1991)). The FAA expresses a strong public policy favoring the arbitration of a wide class of disputes. Cooper v. MRM Investment Company, 367 F.3d 493, 498 (6th Cir. 2004). It provides for a stay of proceedings when an issue is referable to arbitration and for orders compelling arbitration when one party has failed or refused to comply with an arbitration agreement. 9 U.S.C. §§ 3 and 4.
Before compelling a party to arbitrate, the court engages in a limited review to determine whether the dispute is arbitrable. Javitch v. First Union Securities, Inc., 315 F.3d 619, 624 (6th Cir. 2003). The court is to determine whether a valid agreement to arbitrate exists between the parties and whether the specific dispute is within the substantive scope of that agreement. Id.
Arbitration agreements are valid and enforceable except for such grounds as exist at law or in equity for the revocation of any contract. Id. "Thus, generally applicable state-law contract defenses like fraud, forgery, duress, mistake, lack of consideration or mutual obligation, or unconscionability." Cooper, 367 F.3d at 498. Finally, any doubts concerning the scope of arbitrable issues are to be resolved in favor of arbitration. Javitch, 315 F.3d at 624.
Under Ohio law, a valid contract exists if there is an offer, an acceptance, contractual capacity, a manifestation of mutual assent and legality of object and of consideration. Land Lake Employment Group of Akron, LLC v. Columber, 804 N.E.2d 27, 31 (Ohio 2004) . Further, forbearance by an at-will employer from discharging an at-will employee is adequate consideration. Id. Finally, for a valid contract to be formed, there must be a "meeting of the minds" as to the essential terms of the agreement McCarthy, Lebit, Crystall & Haiman Co., L.P.A. v. First Union Management, Inc., 622 N.E.2d 1093, 1098 (Ohio Ct. App. 1993).
Under Ohio law, a contract may be unenforceable if it is unconscionable. Jeffrey Mining Products, L.P. v. Left Fork Mining Co., 758 N.E.2d 1173, 1180 (Ohio Ct. App. 2001). Unconscionability is generally recognized to include an absence of meaningful choice on the part of one of the parties and contract terms that are unreasonably favorable to the other party. Cross v. Carnes, 724 N.E.2d 828, 837 (Ohio Ct. App. 1998).
Ohio's unconscionability doctrine consists of two prongs: (1) substantive unconscionability and (2) procedural unconscionability. Jeffrey Mining, 758 N.E.2d at 1181. Both prongs must exist to find a contract unconscionable. Id.
"Substantive unconscionability involves factors relating to the contract terms themselves and whether th...
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