Garcia et al v. Harmony Healthcare, LLC et al
ORDER granting 21 Motion to Compel Arbitration. This action is stayed pending arbitration. The parties are directed to notify the Court upon resolution of the arbitration proceedings. The Clerk is directed to terminate all pending motions and deadlines and to administratively close the case. Signed by Judge William F. Jung on 4/26/2021.(BDJ) Modified on 4/26/2021 (BES).
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
DAMIAN GARCIA, CHRISTOPHER
ANGELO, and NATHAN BEAUCHAMP,
individually and on behalf of all others
Case No. 8: 20-cv-1065-WFJ-AAS
HARMONY HEALTHCARE, LLC, and
CHRISTIAN HG BROWN,
ORDER GRANTING MOTION TO COMPEL ARBITRATION
Plaintiffs filed this lawsuit against their former employer Harmony
Healthcare, LLC and CEO Christian HG Brown (collectively “Defendants”) for
alleged violations of the Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 201 et
seq. Plaintiffs are suing individually and on behalf of those similarly situated.
Defendants now move to compel arbitration based on arbitration agreements
Plaintiffs signed at the beginning of their employment. Dkt. 21. The Court has
reviewed the parties’ briefs and held a hearing on the relevant issues. For the
reasons stated below, the Motion is granted.
Plaintiffs Damian Garcia, Christopher Angelo, Nathan Beauchamp, and optin Plaintiff Aren Nilsson worked for Harmony Healthcare as account executives in
the company’s offices in Tampa, Florida. Dkt. 1 at 2. Before beginning their
employment, Plaintiffs completed the onboarding process required for new
employees. Dkt. 34-1 at 4–5.
Oasis Outsourcing, Inc., Harmony’s professional employer organization
(PEO), manages the onboarding process.1 Dkt. 21-1 at 2. The process is completed
virtually through Oasis’s secure online portal. Id.; Dkt. 34-1 at 2. New employees
receive a secure electronic link and access the portal by inputting their name, social
security number, and Harmony’s client identification number. Dkt. 34-1 at 2. Once
logged in, employees are required to read, acknowledge, and electronically sign
several forms. Id. at 3. One of these forms is the “Employee Acknowledgements”
form (“Oasis Agreement”). Id. The form includes the following provision in which
the employee agrees to resolve any legal dispute with Oasis or the “Worksite
Employer” (Harmony) through binding arbitration:
I and Oasis agree that any legal dispute with my Worksite Employer
[Harmony], Oasis, or any other party that may have an employment
relationship with me arising out of or in connection with my
employment, application for employment, or separation from
As a PEO, Oasis provides human resource and administrative support to various corporations.
For Harmony specifically, Oasis processes employee pay, runs the onboarding process for new
employees, and maintains personnel information for Harmony employees. Dkt. 34-1 at 1.
employment for which I am, was, or would be paid through Oasis will
be resolved exclusively through binding arbitration by a neutral
arbitrator as provided in this agreement and, to the extent not
inconsistent with this agreement, under the rules of a neutral arbitration
service. The arbitrator will have the authority to grant the same
remedies as a federal court (but no more), will apply the Federal Rules
of Evidence and any applicable statutes of limitation, will render a
reasoned, written decision based only on the evidence adduced and the
law, and can grant attorney fees and costs to the prevailing party subject
to applicable law. If for any reason a matter is not arbitrated, I AGREE
THAT THE MATTER WILL BE HEARD BY A JUDGE AND
WAIVE TRIAL BY JURY, and Oasis also agrees to waive trial by jury.
No matter how a case is heard, I agree that I will participate only in my
individual capacity and not as a member or representative of a class . .
. . My agreement to these terms controls any conflicting dispute
resolution agreement, including one entered into after I sign this
document, if the conflicting agreement would prevent a matter in which
Oasis or an insurance policy issued to Oasis is involved from being
arbitrated, does not provide a jury waiver (if the matter is not
arbitrated), or does not include a class action waiver (if the matter is a
class action or potential class action).
Dkt. 21-1 at 4; Dkt. 34-1 at 8. Plaintiffs completed the onboarding process. Dkt.
34-1 at 4–5. And they all purportedly signed the Employee Acknowledgments
form containing the above arbitration provision. Dkt. 21-1 at 4–6; Dkt. 34-1 at 8–
After completing the onboarding process, days later for Angelo and several
months later for Beauchamp and Garcia, Plaintiffs each entered a written
“Employment Agreement” with Harmony.2 Dkt. 27 at 26–29, 37–40, 48–51. The
Agreement laid out the terms of Plaintiffs’ employment: their job duties, their
There is no Employment Agreement in the record for opt-in Plaintiff Aren Nilsson.
compensation, and Harmony’s policies. Id. The Agreement also included a
noncompete and no-poach provision through which Plaintiffs agreed not to start a
competing business or solicit Harmony’s clients or employees for 12 months after
the end of their employment. Id. at 27–28, 38–39, 49–50. Paragraph 15 of the
Agreement also included the following merger clause:
Entire Agreement: This instrument contains the entire agreement of
the parties and supersedes any prior agreement, discussions,
commitments, or understandings of any kind, whether oral or written;
it may not be changed except by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought. The Employee acknowledges that he
or she has received a copy of this agreement.
Id. at 28, 39, 50.
After their employment ended, Plaintiffs filed this action alleging that
Defendants violated the FLSA by denying them overtime pay they were entitled to
receive under the Act. See 29 U.S.C. § 216(b). Defendants answered the
Complaint, Dkt. 17, and now move to compel arbitration as third-party
beneficiaries of the Oasis Agreements Plaintiffs signed during the onboarding
process, Dkt. 21. Plaintiffs respond that the Oasis Agreements are invalid and
unenforceable for a lack of consideration and because there is insufficient evidence
that Plaintiffs received or signed them. Alternatively, Plaintiffs argue that even if
valid, the Oasis Agreements are still unenforceable because they were superseded
by the subsequent Employment Agreements Plaintiffs entered directly with
Harmony. These later Employment Agreements, Plaintiffs assert, represented the
“entire agreement” between the parties and include no requirement to arbitrate. 3
II. LEGAL STANDARD
The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., establishes “a
liberal federal policy favoring arbitration.” Epic Sys. Corp. v. Lewis, 138 S. Ct.
1612, 1621 (2018) (citation omitted). Section 2 of the FAA provides that
arbitration agreements in contracts “involving commerce” are “valid, irrevocable,
and enforceable, save upon such grounds as exist at law or in equity for the
revocation of any contract.” 9 U.S.C. § 2. The FAA requires that a district court—
upon motion by a party to an action pending before the court—stay the action if it
involves an “issue referable to arbitration under an agreement in writing.” 9 U.S.C.
§ 3. And if the court finds that the parties are subject to a valid arbitration
agreement, the court “shall make an order directing the parties to proceed to
arbitration.” 9 U.S.C. § 4. Accordingly, a district court must stay a lawsuit and
compel arbitration upon finding that: (1) a plaintiff entered into a valid “written
arbitration agreement that is enforceable ‘under ordinary state-law’ contract
Plaintiffs do not dispute that Defendants are intended third-party beneficiaries to the Oasis
Agreement and do not argue that Defendants cannot enforce the agreement based on their thirdparty beneficiary status. See Koechli v. BIP Int’l., Inc., 870 So. 2d 940, 944 (Fla. 1st DCA 2004)
(collecting cases holding that intended third-party beneficiaries of an arbitration agreement may
compel arbitration by a signatory of the agreement); Ross v. Vacation Rental Pros Prop. Mgmt.,
LLC, No. 17-cv-16-26JSS, 2017 WL 10276731, at *1–3 (M.D. Fla. Mar. 17, 2017) (compelling
arbitration under same Oasis Agreement presented here upon motion of third-party worksite
principles,” and (2) “the claims before the court fall within the scope of that
agreement.” Lambert v. Austin Ind., 544 F.3d 1192, 1195 (11th Cir. 2008) (citing 9
U.S.C. §§ 2–4).
The dispute here involves only the first step of the analysis. The issue is twofold: whether the Oasis Agreement itself was a valid agreement between the parties
to submit their potential claims to arbitration, and if so, whether it remained
enforceable after the parties signed the Employment Agreements. The Court finds
that the Oasis Agreement was a valid agreement to arbitrate and remained
enforceable even after the Employment Agreements were signed.
A. The Oasis Agreement was a valid agreement to arbitrate.
Whether parties have entered an agreement to arbitrate is decided according
to state contract law. First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944
(1995). Under Florida law, a valid contract requires an “offer, acceptance,
consideration,” St. Joe Corp. v. McIver, 875 So. 2d 375, 381 (Fla. 2004), and
mutual assent to the essential terms of the agreement, Gibson v. Courtois, 539 So.
2d 459, 460 (Fla. 1989). The party seeking to enforce the contract bears the burden
of proving these elements. See Knowles v. C.I.T. Corp., 346 So. 2d 1042, 1043
(Fla. 1st DCA 1977).
The existence of a contract is a question of fact. See Consolo v. A.M.K.
Corp., 344 So. 2d 1285, 1286 (Fla. 3d DCA 1977) (per curiam). In the arbitration
context, if the formation of an agreement is “in issue” a court must hold a trial to
resolve any questions over whether an agreement was formed. 9 U.S.C. § 4.
However, a court may conclude as a matter of law that the parties executed an
agreement to arbitrate upon finding that there is no genuine dispute as to a material
fact about the agreement’s formation. Bazemore v. Jefferson Cap. Sys., LLC, 827
F.3d 1325, 1333 (11th Cir. 2016). A dispute is not “genuine” if it is not supported
by evidence or if it is supported by evidence that is “merely colorable” or “not
significantly probative.” Id. (quoting Baloco v. Drummond Co., 767 F.3d 1229,
1246 (11th Cir. 2014)).
Defendants have submitted copies of the Oasis Agreement that each Plaintiff
signed electronically. Dkt. 21-1 at 4–6. Arbitration agreements that are
electronically signed are valid and enforceable. See, e.g., Day v. Persels & Assocs.,
No. 10-cv-2463-T-33TGW, 2011 WL 1770300, at *3 (M.D. Fla. May 9, 2011);
Ross v. Vacation Rental Pros Prop. Mgmt., LLC, No. 17-cv-16-26JSS, 2017 WL
10276731, at *2 (M.D. Fla. Mar. 17, 2017) (finding that the same Oasis Agreement
presented here was valid and enforceable). Plaintiffs do not deny this general
principle. They contend, rather, that the Oasis Agreement is invalid because it
lacks consideration and Defendants have failed to prove that Plaintiffs’ electronic
signatures on the Agreements comply with applicable federal and state law.
Plaintiffs are wrong on both counts.
First, the Oasis Agreement was supported by two forms of consideration.
Plaintiffs’ continued employment depended on signing the Agreement. They could
not complete the onboarding process without signing the Agreement and would not
have received a paycheck if they failed to complete the onboarding process. See
Cintas Corp. No. 2 v. Schwalier, 901 So. 2d 307, 309 (Fla. 1st DCA 2005) (finding
continued employment was sufficient consideration to support an agreement to
arbitrate). The Agreement’s arbitration provision also charged Oasis with a mutual
obligation to arbitrate. Dkt. 21 at 9 n.10. See Bhim v. Rent-A-Ctr., Inc., 655 F.
Supp. 2d 1307, 1312 (S.D. Fla. 2009) (finding defendant’s mutual promise to
arbitrate was sufficient consideration to render arbitration agreement enforceable).
Either of these was sufficient consideration to support the Agreement.
To validate Plaintiffs’ e-signatures, Defendants provided the affidavit of
Luis Torres, an Oasis employee who maintains records for the electronic
onboarding system. Dkt. 34-1. Torres explained that new hires complete the
onboarding process through Oasis’s secure website. Id. at 2–3. The new employees
access the secure site using their social security numbers and Harmony’s unique
client identification number. Id. at 3. To complete the onboarding process, they
must review and sign an arbitration agreement. Id. The employees sign the
agreement by clicking a button marked “Sign and Continue.” Id. Clicking this
button generates an electronic signature and a date-stamp. Id. at 5. Once signed, the
forms are uploaded to the secure server and cannot be altered. Id. Torres confirmed
that Plaintiffs all completed onboarding and electronically signed the arbitration
agreements, which were then uploaded to Oasis’s electronic servers. Id.
Plaintiffs do not offer any actual evidence to refute the validity of their
signatures, despite having deposed both Torres and Harmony’s administrative
director. Dkt. 58, Ex. A & B. Nor do they explain how their electronic signatures
do not comply with the law. Rather, they have provided affidavits claiming they do
not recall reading or signing an arbitration agreement. Dkt. 27 at 21, 31, 42, 53.
But general denials based on a lack of memory will not rebut a signed written
agreement. See, e.g., Larsen v. Citibank FSB, 871 F.3d 1295, 1307 (11th Cir.
2017); Plazas Rocha v. Telemundo Network Grp. LLC, No. 20-cv-23020, 2020 WL
6679190, at *4 (S.D. Fla. Nov. 12, 2020). Based on the copies of the electronically
signed agreements Defendants have provided and the supporting affidavit, there is
no genuine dispute that Plaintiffs signed the Oasis Agreement and consented to the
B. The Oasis Agreement was not superseded by the Employment
Plaintiffs also argue that even if the Oasis Agreement is valid, it was
superseded by the Employment Agreement, as evidenced by the Employment
Agreement’s merger clause. As the merger clause states, the Employment
Agreement represented the “entire agreement of the parties and supersedes any
prior agreement, discussions, commitments, or understandings of any kind.”
Plaintiffs contend that this plain language provides that the Employment
Agreement superseded any prior agreement, including the Oasis Agreement.
Because the Employment Agreement negated the Oasis Agreement and does not
itself mention arbitration, Plaintiffs contend that there is no enforceable arbitration
agreement between the parties. See Dkt. 27 at 14. Plaintiffs’ argument fails,
however, because it fundamentally misunderstands the purpose and effect of a
merger clause in a contract.
A merger clause is “[a] contractual provision stating that the contract
represents the parties’ complete and final agreement and supersedes all informal
understandings and oral agreements relating to the subject matter of the contract.”
Jenkins v. Eckerd Corp., 913 So. 2d 43, 53 n.1 (Fla. 1st DCA 2005) (quoting
Black’s Law Dictionary, 813 (7th ed. 1999)). A final integrated agreement
discharges prior agreements that are within the scope of the final agreement’s
subject matter or are inconsistent with the final agreement’s terms. Restatement
(Second) of Contracts § 213 (1981). The primary purpose of a merger clause is
thus to prevent a party from introducing parol evidence—evidence of preliminary
negotiations or prior contemporaneous agreements between the parties—to vary or
contradict the written terms of the final agreement. Jenkins, 913 So. 2d at 53; see
also Sugar v. Estate of Stern, 201 So. 3d 103, 108 n.6 (Fla. 3d DCA 2015).
A merger clause, however, does not conclusively establish that the parties to
the final agreement intended to discharge a separate and distinct written contract.
Audiology Distrib., LLC v. Simmons, No. 12-cv-02427-JDW, 2014 WL 7672536,
at *14 (M.D. Fla. May 27, 2014) (collecting cases); see Multimedia Pat. Tr. v.
DirecTV, Inc., No. 09-cv-00278-H(CAB), 2011 WL 3610098, at *3 (S.D. Cal.
Aug. 16, 2011) (“A boilerplate merger clause does not evidence a clear expression
of intent to extinguish a separate and distinct written contract.”) (cleaned up).
Indeed, a merger clause in an integrated contract will not supersede a prior
agreement that embraces a subject matter different from that addressed in the
integrated contract. E.g., Yellowpages Photos, Inc. v. YP, LLC, 418 F. Supp. 3d
1030, 1043 (M.D. Fla. 2019); see also Franz Tractor Co. v. J.I. Case Co., 566 So.
2d 524, 525 (Fla. 2d DCA 1990).
So for the Oasis Agreement to be rendered unenforceable through the
operation of the Employment Agreement’s merger clause, Plaintiffs must show
that the Oasis Agreement merged into the Employment Agreement. In effect, they
must show that the Oasis Agreement was a prior understanding between the parties
and covered the same subject matter addressed in the Employment Agreement. See
Franz Tractor Co., 566 So. 2d at 525; Aly Handbags, Inc. v. Rosenfeld, 334 So. 2d
124, 126 (Fla. 3d DCA 1976). They cannot do this.
First, the Oasis Agreement was not a prior understanding or agreement
between the parties. Defendants were not a party to the agreement, but a third-party
beneficiary to it, and did not even know the Oasis Agreement existed until shortly
before moving to compel arbitration. Dkt. 21 at 4 n.4. And for their part, Plaintiffs
do not recall signing an arbitration agreement.
Second, the two agreements do not pertain to the same subject matter. The
Employment Agreement concerns, as its title would suggest, the terms and
conditions of Plaintiffs’ employment and represents the “entire agreement” on this
subject. It addresses Plaintiffs’ compensation and sets out Harmony’s policies that
the Plaintiffs agreed to abide by, including the noncompete and no-poach
provisions. The Agreement does provide that Harmony may seek any available
remedies for the breach of the noncompete and no-poach provisions, including
damages and injunctive relief. Dkt. 27 at 38–39. But the Employment Agreement
is otherwise silent as to remedies or forum for deciding any other potential dispute
between the parties. Moreover, it does not discuss arbitration or forbid it. The
Oasis Agreement, on the other hand, expressly states that it is not an employment
contract. See Dkt. 21-1 at 4; Dkt. 34-1 at 8. Its sole purpose, at least with respect to
Defendants, is to establish arbitration as the default mechanism for resolving legal
disputes arising from Plaintiffs’ employment. Id.
In short, the two agreements are independent and separate agreements that
can be compartmentalized. One addresses the substantive terms of the employment
relationship between Plaintiffs and Defendants. The other designates the default
forum for resolving the disputes arising from that employment relationship. The
two agreements do not overlap in any significant way. Plaintiffs validly entered
both agreements. The parties have an enforceable arbitration agreement.
This result aligns with holdings of other courts that have recognized “a
contractual clause selecting either a judicial or an arbitral forum for the resolution
of disputes establishes a legal right which is analytically distinct from the rights
being asserted in the dispute to which it is addressed.” Pelletier v. Yellow Transp.,
Inc., 549 F.3d 578, 581 (1st Cir. 2008); Ryan v. BuckleySandler, LLP, 69 F. Supp.
3d 140, 146 (D.D.C. 2014). Recognizing this distinction, courts have routinely
enforced pre-existing arbitration agreements when a later agreement did not
address arbitration. See, e.g., Ryan, 69 F. Supp. 3d at 146; Ramirez–Baker v.
Beazer Homes, Inc., 636 F. Supp. 2d 1008, 1016 (E.D. Cal. 2008); Youssefzadeh v.
Glob.-IP Cayman, No. 18-cv-02522, 2018 WL 6118436, at *4 (C.D. Cal. July 30,
2018) (holding that integrated employment agreement did not supersede prior
arbitration agreement because it was a separate agreement that established the
distinct legal right of the parties to arbitrate their disputes). Accordingly, Plaintiffs
must arbitrate their claims. 4
C. Defendants did not waive the right to arbitrate.
Finally, as a fall back argument, Plaintiffs contend that Defendants waived
their right to arbitration by suing Plaintiff Garcia in state court to enforce the
noncompete provision of the Employment Agreement. Dkt. 27 at 16. But as
Defendants point out, this lawsuit is not relevant to the waiver analysis. “[O]nly
prior litigation of the same legal and factual issues as those the party now wants to
arbitrate results in waiver of the right to arbitrate.” Envision Ins. Co. v. Khan, No.
13-cv-114-EAK-EAJ, 2014 WL 12868890, at *2 (M.D. Fla. Feb. 25, 2014)
(quoting Doctor’s Assocs., Inc. v. Distajo, 107 F.3d 126, 133 (2d Cir. 1997)); see
also Subway Equip. Leasing Corp. v. Forte, 169 F.3d 324, 328 (5th Cir. 1999);
Gingiss Int’l, Inc. v. Bormet, 58 F.3d 328, 332 (7th Cir. 1995). The factual and
legal issues in the suit for Garcia’s alleged violation of the noncompete clause do
Plaintiffs cite Dasher v. RBC Bank (USA), 745 F.3d 1111 (11th Cir. 2014) and Trinchitella v.
D.R.F., Inc., 584 So. 2d 35 (Fla. 4th DCA 1991) as supporting their position. But both cases are
distinguishable because they involved what amounted to a novation—a mutual agreement to
substitute a new contract for an existing one. In both cases the parties entered a later agreement
that replaced an earlier version of the same agreement. There was contractual privity between the
parties for both agreements and a clear intent that the later agreement was to be the final version
of the agreement. See Dasher, 745 F.3d at 1117–18; Trinchitella, 584 So. 2d at 35–36.
Conversely, here, the Defendants were not a party to the earlier agreement, and the Employment
Agreement was not a later version of the Oasis Agreement. The two agreements were individual
not overlap with Plaintiffs’ present FLSA claims. As a result, Plaintiffs must
arbitrate their present claims.
For the reasons discussed, Defendants’ Motion to Compel Arbitration (Dkt.
21) is granted. This action is stayed pending arbitration. See 9 U.S.C. § 3; Bender
v. A.G. Edwards & Sons, Inc., 971 F.2d 698, 699 (11th Cir. 1992). The parties are
directed to notify the Court upon resolution of the arbitration proceedings. The
Clerk is directed to administratively close the case.
DONE AND ORDERED at Tampa, Florida on April 26, 2021.
/s/ William F. Jung
WILLIAM F. JUNG
UNITED STATES DISTRICT JUDGE
COPIES FURNISHED TO:
Counsel of Record
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