Booth v. Southern Wine & Spirits of America, Inc.
Filing
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ORDER granting 9 Motion to Compel Arbitration and Staying Case. Signed by Magistrate Judge Jonathan Goodman on 10/31/2014. (lpr)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION
CASE NO. 14‐22357‐CIV‐GOODMAN
[CONSENT CASE]
RICHARD BOOTH,
Plaintiff,
v.
SOUTHERN WINE AND SPIRITS OF
AMERICA, INC.,
Defendant.
___________ /
ORDER GRANTING MOTION TO COMPEL ARBITRATION AND STAYING
CASE
This matter is before the Undersigned on Defendant Southern Wine and Spirits
of America, Inc.’s (“Southern”) Motion to Dismiss Plaintiff’s Complaint in Favor of
Arbitration (the “Motion”). [ECF No. 9]. Plaintiff Richard Booth (“Booth”) filed a
response in opposition to the Motion [ECF No. 16] and Southern filed a reply in further
support of its Motion [ECF No. 17]. The Undersigned has reviewed the parties’ briefs
and held a hearing in this matter on October 27, 2014. For the reasons outlined below,
the Motion is GRANTED and this case is stayed pending completion of arbitration
proceedings.
I.
Background
Booth filed a one‐count complaint for damages under the Family Medical Leave
Act of 1993 (“FMLA”), 29 U.S.C. § 2601 et seq., on June 25, 2014. [ECF No. 1]. According
to the Complaint, Booth was employed by Southern for more than thirty years in
various positions, including Vice President and General Manager of South Florida. [ECF
No. 1, p. 2]. In that position, he earned an annual salary of about $2,000,000.00. [Id.].
Southern is engaged in the business of alcohol distribution, and, according to the
Complaint, a significant portion of Booth’s job duties involved the promotion of
alcoholic beverages. [Id.].
Booth alleges that he developed a dependence on alcohol and in 2011 took time
away from work to pursue treatment and care for his condition. [Id. at 1‐2]. Booth took
additional leave for further treatment in 2012 and 2013. He contends that Southern
improperly reduced his salary, benefits, and duties when he returned to work and also
alleges that he was later “constructively terminated” from employment at Southern in
March 2014. [Id. at 3‐4]. According to the Complaint, under the FMLA, Southern was
required to restore Booth to a position equivalent to that he held before his 2011 leave,
however, it did not. [Id. at 4].
Booth and Southern executed three agreements in connection with Booth’s
alcohol dependence and employment at Southern. First, in 2011 the parties executed a
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“Return to Work Agreement,” setting forth the conditions for Booth’s continued
employment at Southern. The Return to Work Agreement is attached as Exhibit B to the
Motion. [ECF No. 9‐1, pp. 6‐7]. Second, in 2012 the parties executed a “Last Chance
Agreement,” again setting forth the conditions for Booth’s continued employment at
Southern. The Last Chance Agreement is attached as Exhibit C to the Motion. [ECF No.
9‐1, pp. 9‐11]. Third, the parties in 2013 executed an “Employment Agreement and
Mutual General Release” (the “Employment Agreement”), again governing the terms of
Booth’s future employment at Southern. The Employment Agreement is attached as
Exhibit D to the Motion. [ECF No. 9‐1, pp. 13‐17].
The Employment Agreement states that the parties “enter this Agreement setting
forth the future terms of Booth’s employment, and mutually waive any claims against
each other which predate the signing of this agreement.” [ECF No. 9‐1, p. 13]. In
addition, the Employment Agreement contains an arbitration clause that states, in
relevant part:
Booth and Southern agree that the sole and exclusive remedy for
any dispute, claim or controversy arising out of this Agreement shall be a
binding arbitration conducted in Miami, Florida in accordance with the
Rules of the American Arbitration Association (“A.A.A.”).
[ECF No. 9‐1, p. 16].
The Employment Agreement also provides that it “sets forth the entire
agreement between Booth and Southern with respect to the subject matter hereof, and
supersedes any and all prior representations, negotiations and agreements relating
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thereto.” [ECF No. 9‐1, p. 17]. It also states that Booth acknowledges that “he has had
the opportunity to seek the advice and assistance of legal counsel or other
representative with respect to the advisability of entering into this Agreement, and the
meaning of its terms.” [Id.].
II.
Analysis
a. Booth’s FMLA Claim is Subject to Arbitration.
This case presents a single FMLA claim and as such this Court’s jurisdiction is
based on a federal question, 28 U.S.C. § 1331, and Southern has properly brought a
motion to compel arbitration pursuant to section 4 of the Federal Arbitration Act. See 9
U.S.C. § 4 (providing that a party aggrieved by the failure of another to arbitrate may
file a motion to compel arbitration with a district court); Vaden v. Discover Bank, 556 U.S.
49, 62 (2009).
Congress enacted the Federal Arbitration Act (“FAA”) to “declare ‘a national
policy favoring arbitration of claims that parties contract to settle in that manner.’”
Vaden, 556 U.S. 49, 58 (quoting Preston v. Ferrer, 552 U.S. 346, 353 (2008)). The Supreme
Court has interpreted this to mean that courts must “rigorously enforce” arbitration
agreements. Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 219 (1985).
The FAA applies to employment contracts that concern interstate commerce, and
Booth has not disputed that the employment contracts at issue here are governed by the
FAA. Circuit City Stores, Inc. v. Adams, 532 U.S. 105 (2001). Under the FAA, an
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arbitration agreement is “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.
District courts consider three factors in reviewing a motion to compel arbitration:
1) Whether there is a valid, written agreement to arbitrate;
2) Whether there is an arbitrable issue; and
3) Whether the right to arbitrate was waived.
Mercury Telco Grp., Inc. v. Empresa De Telecommunicaciones De Bogota S.A. E.S.P., 670 F.
Supp. 2d 1350, 1354 (S.D. Fla. 2009) (citing Integrated Sec. Svcs. v. Skidata, Inc., 609 F.
Supp. 2d 1323, 1324 (S.D. Fla. 2009)).
In his opposition, Booth notes that this Court should apply Florida law to
interpretation of the arbitration clause. [ECF No. 16, p. 6] (citing Volt Info. Sci., Inc. v. Bd.
of Trustees of Leland Standford Jr. Univ., 489 U.S. 468, 475‐76.). He then argues that
Florida law views the arbitration clauses in the Last Chance Agreement and
Employment Agreement as “narrow” arbitration clauses, and that a narrow reading of
the arbitration clauses precludes a finding that his pre‐existing FMLA claim, dating
from 2011, is subject to arbitration. [ECF No. 16, pp. 7‐8]. In addition, Booth argues that
even if the Undersigned finds that the arbitration clauses are broad, his FMLA claim
lacks the requisite nexus to the Last Chance Agreement or Employment Agreement
necessary to make his claims subject to the arbitration clauses in those documents. [Id.
at 8‐9]. Booth does not argue that the Last Chance Agreement or Employment
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Agreement are somehow invalid or unenforceable or that the right to arbitrate claims
subject to those agreements was somehow waived.1
In the Undersigned’s view, the Employment Agreement governs the terms of
Booth’s employment by Southern, and all claims related to his employment, regardless
of whether they predate or postdate the Employment Agreement. It follows, in turn,
that all such claims are subject to the Employment Agreement’s arbitration clause. This
is true whether the Employment Agreement is read broadly or narrowly.
The very first paragraph of the Employment Agreement references the prior two
agreements (the Return to Work Agreement and the Last Chance Agreement), states
that those prior agreements were entered into to “assist Booth in overcoming
dependency issues,” and also states that Booth is again ready to return to active
employment following a period of “paid leave while undergoing therapy and group
meetings.” [ECF No. 9‐1. P. 13]. The Employment Agreement also provides that the
parties mutually waive all claims that predate the Employment Agreement and states
Booth does argue, in a single sentence apart from his legal argument, that the
“prospective waivers” in the arbitration clauses may “render them wholly
unenforceable under the FMLA,” which does not allow employees to waive FMLA
claims. [ECF No. 16, p. 3]. However, the mere fact that one must arbitrate an FMLA
claim does not therefore mean one has waived that claim. Williams v. Eddie Acardi Motor
Co., No. 3:07‐CV‐782‐J32JRK, 2008 WL 686222, at *2 (M.D. Fla. Mar. 10, 2008) (requiring
arbitration of FMLA claim). Booth did not pursue this theory at the hearing, however.
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that the Employment Agreement sets forth the future terms of Booth’s employment.2
[ECF No. 9‐1, p. 13]. Booth’s claim that his FMLA claim stems from Southern’s conduct
in 2011 cannot, in light of the foregoing, exempt his FMLA claim from the arbitration
clause in the 2013 Employment Agreement. To find otherwise would, among other
things, render the waiver clause meaningless.
In addition, the Employment Agreement expressly states that it “supersedes any
and all prior representations, negotiations and agreements relating” to its subject
matter.3 [ECF No. 9‐1, p. 17]. It is clear that the “subject matter” of the Employment
Agreement is broader than merely Booth’s “future employment,” as Booth argued in
his opposition and at the Hearing. [ECF No. 16, p. 2]. The very fact that the
Employment Agreement expressly waives preexisting claims severely compromises
this position.4 Booth’s continued employment was contingent on his executing the
Had the parties specified that prior employment claims were subject to the
Employment Agreement’s arbitration clause, they would have undermined the purpose
and enforceability of this waiver clause.
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The Employment Agreement therefore governs all employment issues between
Booth and Southern, and neither the Return to Work Agreement nor the Last Chance
Agreement govern this dispute. As such, the arbitration clause in the Last Chance
Agreement is no longer binding (because that entire agreement was superseded by the
Employment Agreement).
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In addition, this waiver severely undermines Booth’s reliance on Careplus Health
Plans, Inc. v. Interamerican Med’c Ctr. Group, LLC, 124 So. 3d 968 (Fla. 3d DCA 2013).
There, the court found that the “absence of any identifiable nexus or significant
relationship between [a later agreement] and claims arising from [an earlier agreement
was] fatal to” a motion to compel arbitration. Id. at 972. Here, the Employment
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Employment Agreement, which expressly waived prior claims Booth may have had
and also expressly replaced all prior agreements (i.e., the Return to Work Agreement
and the Last Chance Agreement). Issues related to Booth’s employment are subject to
arbitration.
Not only was Booth represented by counsel5 in connection with the Employment
Agreement, but Southern advised the Court that the negotiations with counsel lasted
approximately six months. Booth did not in any way challenge this representation.
For all of these reasons, the Undersigned finds that the arbitration clause in the
Employment Agreement is binding and enforceable, has not been waived, and that
Booth’s FMLA claim is subject to arbitration. The Motion to Compel Arbitration is
GRANTED.
Although the Employment Agreement is called an Employment Agreement “and
Mutual General Release” and contains a section entitled “Mutual Waiver and General
Release,” this Order does not address the enforceability of the release and does not state
or imply that Booth released all claims. At the hearing, Southern made clear that its
motion focused solely on the appropriate forum to litigate Booth’s FMLA claim.
Agreement expressly mentions the earlier agreements and very clearly waives pre‐
existing claims that Booth might have against Southern. Therefore, there is a nexus
between the waiver in the Employment Agreement and Booth’s pre‐existing FMLA
claim.
5 Booth’s litigation counsel did not represent him in the negotiations which led up
to the execution of the Settlement Agreement.
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Southern advised that it intends to seek substantive enforcement of the release before
the arbitrator. Southern’s strategic plan is beyond the parameters of this Order, which
takes no position on the enforceability of the release.6
b. This Case is Stayed Pending Arbitration.
Pursuant to section 3 of the FAA, once a court determines that an issue may be
referred to arbitration, the court shall, “on application of one of the parties stay the trial
of the action until such arbitration has been had.” 9 U.S.C. § 3. Here, Booth has
requested such a stay (as opposed to a dismissal). [ECF No. 16, p. 10]. As such, this case
is STAYED pending completion of A.A.A. arbitration proceedings. Within two weeks
(14 calendar days) of the arbitrator’s final decision in this matter, the parties must file a
notice in this action advising the Court of the result of arbitration and requesting that
this case be dismissed and/or such further relief as may be required.
DONE AND ORDERED in Chambers, in Miami, Florida, October 31, 2014.
Copies furnished to:
All Counsel of Record
At the hearing, Booth argued that the release is invalid because it is not
supported by consideration. The Court takes no positon on this argument either.
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