Hamilton v. Sheridan Healthcorp, Inc. et al
Filing
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ORDER granting 21 Defendants' Motion to Strike Jury Demand. Signed by Judge James I. Cohn on 2/11/2014. (ns)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 13-62008-CIV-COHN/SELTZER
DR. DWAIN A. HAMILTON, M.D.,
Plaintiff,
v.
SHERIDAN HEALTHCORP, INC., SHERIDAN
HEALTHCARE, INC., DR. JOSEPH LOSKOVE,
M.D., and DR. JEAN MILES, M.D.,
Defendants.
/
ORDER GRANTING MOTION TO STRIKE JURY DEMAND
THIS CAUSE is before the Court upon Defendants' Motion to Strike Jury
Demand [DE 21] ("Motion"). The Court has reviewed the Motion, Plaintiff's Response
[DE 27], and Defendants' Reply [DE 29], and is otherwise advised in the premises.
I.
BACKGROUND
This action arises out of discrimination Plaintiff Dr. Dwain A. Hamilton allegedly
suffered at the hands of his former employers, Defendants Sheridan Healthcorp, Inc.,
and Sheridan Healthcare, Inc. (collectively, "Sheridan"). Hamilton is an AfricanAmerican male. DE 9 ¶ 18. From 2009 to 2012, Hamilton worked for Sheridan as an
anesthesiologist at the Memorial Regional Hospital in Hollywood, Florida. Id. ¶¶ 9,
23–24. Defendants Dr. Joseph Loskove and Dr. Jean Miles also worked for Sheridan in
supervisory roles. Id. ¶¶ 11–12. Hamilton alleges that, on April 26, 2012, Loskove and
Miles demoted him because of his race and skin color. Id. ¶¶ 30–32. In July 2012,
Sheridan fired Hamilton. Id. ¶ 36. Hamilton contends that his termination also resulted
from discrimination on the basis of race and skin color. Id. ¶¶ 37–38. On
September 13, 2013, Hamilton commenced this action on the basis of the discrimination
he alleges. DE 1. On October 23, 2013, Hamilton filed his First Amended Complaint
("Complaint")—the operative pleading—requesting a jury trial on claims of race
discrimination and retaliation under 42 U.S.C. § 1981,Title VII of the Civil Rights Act of
1964, and the Florida Civil Rights Act. DE 9 ¶¶ 17–110.
On November 19, 2013, Defendants filed the Motion, seeking to strike the jury
demand from Hamilton's Complaint. Defendants base the Motion upon a Physician
Employment Agreement between Hamilton and Sheridan establishing the terms of
Hamilton's employment. The agreement contains a waiver of the right to a jury trial,
which reads:
(o) Jury Trial. EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY
JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS
AGREEMENT.
DE 26-1 at 10.
II.
DISCUSSION
Defendants argue that Hamilton waived his right to a jury trial on his claims
against them when he signed the Physician Employment Agreement. Defendants
accordingly seek to enforce the waiver and strike the jury demand from Hamilton's
Complaint. Hamilton counters that, though he did sign the Physician Employment
Agreement, his waiver was ineffective because it was not knowing and voluntary.
Hamilton also argues that the waiver does not apply to his claims against Loskove and
Miles, because Loskove and Miles did not sign Hamilton's Physician Employment
Agreement. For the reasons set forth herein, the Court finds that Hamilton's waiver of a
jury trial was knowing and voluntary, and that Loskove and Miles are entitled to enforce
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the waiver against Hamilton. The Court will therefore grant Defendants' Motion to Strike
Jury Demand.
A. Hamilton's Jury Trial Waiver Was Knowing and Voluntary
"The Seventh Amendment [to the United States Constitution] provides that 'in
Suits at common law, where the value in controversy shall exceed twenty dollars, the
right of trial by jury shall be preserved.'" Chauffeurs, Teamsters & Helpers, Local
No. 391 v. Terry, 494 U.S. 558, 564 (1990) (quoting U.S. Const. amend. VII). However,
a party may waive its right to a jury trial if the waiver is knowing and voluntary. Bakrac,
Inc. v. Villager Franchise Sys., Inc., 164 F. App'x 820, 823 (11th Cir. 2006). In
determining whether a waiver is knowing and voluntary, the Court will consider a
number of factors, including:
(1) the conspicuousness of the [waiver] provision in the contract; (2) the
level of sophistication and experience of the parties entering into the
contract; (3) the opportunity to negotiate terms of the contract; (4) the
relative bargaining power of each party; and (5) whether the waiving party
was represented by counsel.
Allyn v. W. United Life Assurance Co., 347 F. Supp. 2d 1246, 1252 (M.D. Fla. 2004).
With regard to the first factor, it is hard to conceive of a waiver provision more
conspicuous than the one in the Physician Employment Agreement. The waiver
provision appears immediately above the signature portion of the agreement. The
entire waiver provision appears in capital letters, whereas the agreement's other
provisions generally appear in sentence case—that is, with only the first letter of a
sentence and of any proper nouns being capitalized. Finally, the waiver provision
contains a single, concise sentence clearly stating that the parties to the contract waive
any rights to a jury trial. See DE 26-1 at 10. The end result is that the waiver provision
jumps off of the signature page at the reader and stands in stark contrast to the
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Physician Employment Agreement's other provisions. The waiver provision is thus
highly conspicuous.
Hamilton is also sufficiently sophisticated to waive his right to a jury trial. By
Hamilton's own admission, he is "a medical doctor, [and] highly educated and
intelligent." DE 27 at 3. Hamilton argues that he nevertheless lacked the knowledge to
understand "the consequences of waiving his important constitutional right to a jury
trial." Id. The Court rejects Hamilton's argument that some sort of specialized legal
knowledge is necessary for an individual to effectively waive his right to a jury trial.
Instead, people of ordinary understanding are capable of binding themselves—and
waiving a jury trial—by way of contract. See Oglesbee v. Indymac Fin. Servs., Inc., 675
F. Supp. 2d 1155, 1158 (S.D. Fla. 2009) (district manager with four years of post-high
school instruction sufficiently sophisticated to waive jury trial). An educated and
intelligent individual such as Hamilton is therefore amply sophisticated to comprehend
and waive his right to a jury trial.
The evidence relating to the remaining factors is equivocal. Hamilton argues that
the terms of the Physician Employment Agreement were not negotiable. DE 27 at 4.
Hamilton, however, has provided no evidence that he asked Sheridan to modify the
terms of the agreement and was refused. Similarly, Hamilton states that "there is no
evidence that there was equal bargaining power" between the parties to the agreement
(id.), but the converse is also true: there is no evidence of unequal bargaining power.
That the agreement was allegedly "presented to [Hamilton] for his signature on a take it
or leave it basis" (id.) does not alter the outcome. When a party can decline to sign a
contract if the terms are unacceptable, the sort of gross disparity in bargaining power
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necessary to render the contract involuntary is not present. Oglesbee, 675 F. Supp. 2d
at 1158–59 (unequal bargaining power "only exists when a party is forced to accept the
terms of an agreement as written . . . [and] is unable to simply walk away"). Finally,
Hamilton was not represented by counsel when he signed the Physician Employment
Agreement. DE 27 at 4. Hamilton fails to allege, however, that he did not have the
opportunity to obtain counsel or that he even desired to have an attorney review the
agreement before he signed it. Cf. Winiarski v. Brown & Brown, Inc., No. 07-409, 2008
U.S. Dist. LEXIS 35799, at *10 (M.D. Fla. May 1, 2008) (enforcing jury waiver where
plaintiff alleged no deprivation of opportunity to consult counsel). In short, the third
through fifth factors discussed in Allyn do not weigh appreciably for or against a finding
of waiver.
Viewing all of the facts and circumstances together, the Court finds that
Hamilton's waiver of a jury trial was knowing, voluntary, and effective. Hamilton, an
intelligent, educated man, signed a Physician Employment Agreement containing a
conspicuous jury trial waiver of his own free will. In the absence of evidence that
Hamilton was deprived of the ability to negotiate the terms of the agreement, coerced
into signing the agreement, or denied the opportunity to have counsel review the
agreement, he must bear the consequences of his bargain.
B. Loskove and Miles May Enforce the Waiver Against Hamilton
Generally, only parties to a contract may enforce its jury trial waiver. Williams v.
Wells Fargo Bank, N.A., No. 11-21233, 2011 WL 4901346, at *13 (S.D. Fla. Oct. 14,
2011). However, an exception to the rule exists for the agents of a party to a contract.
Where a principal has signed a contract containing a jury waiver clause, its employees
and agents may also enforce the waiver with regard to claims arising from acts taken
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within the scope of their employment or agency. E.g., Tracinda Corp. v.
DaimlerChrysler AG, 502 F.3d 212, 222–25 (3d Cir. 2007); Price v. Cushman &
Wakefield, Inc., 808 F. Supp. 2d 670, 706–07 (S.D.N.Y. 2011); Andre v. Sellstate Realty
Sys. Network, Inc., No. 09-503, 2010 U.S. Dist. LEXIS 84873 (M.D. Fla. Aug. 18, 2010).
Here, Hamilton argues that Loskove and Miles cannot enforce the jury waiver in
the Physician Employment Agreement because they did not sign the agreement. DE 27
at 4–6. In his Complaint, however, Hamilton alleges:
At all material times herein mentioned, each of the individual employees of
the Defendant SHERIDAN, including, without limitation, LOSKOVE and
MILES, who engaged in the wrongful acts referred to herein, was the
agent, servant and employee of SHERIDAN and was at all times herein
mentioned, acting within the purpose and scope of said agency and
employment.
DE 9 ¶ 13. Because Hamilton's claims against Loskove and Miles arise out of actions
they allegedly took in the scope of their agency and employment with Sheridan,
Loskove and Miles are entitled to enforce the jury trial waiver in the Physician
Employment Agreement between Sheridan and Hamilton. See Tracinda Corp., 502
F.3d at 222–25.1
III. CONCLUSION
In sum, Hamilton waived his right to a jury trial for claims relating to his
employment with Sheridan when he signed the Physician Employment Agreement.
Hamilton made this waiver knowingly and voluntarily. Sheridan, and Loskove and Miles
as Sheridan's agents, therefore may enforce the waiver against Hamilton.
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Because Loskove and Miles may enforce the waiver as agents of Sheridan, the
Court need not address the parties' remaining arguments regarding the applicability of
the waiver under estoppel or third-party beneficiary theories.
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It is accordingly ORDERED AND ADJUDGED that Defendants' Motion to Strike
Jury Demand [DE 21] is GRANTED. The demand for a jury trial in the First Amended
Complaint [DE 9] is hereby STRICKEN.
DONE AND ORDERED in Chambers at Fort Lauderdale, Broward County,
Florida, this 11th day of February, 2014.
Copies provided to:
Counsel of record via CM/ECF
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