CADIGAN v. GENESIS ELDERCARE PHYSICIAN SERVICES INC et al

Filing 18

ORDER ON MOTION TO STAY LITIGATION AND COMPEL ARBITRATION granting 13 Motion to Compel; granting 13 Motion to Stay. By MAGISTRATE JUDGE KAREN FRINK WOLF. (MGW)

UNITED STATES DISTRICT COURT
DISTRICT OF MAINE
CATHARINE CADIGAN,
Plaintiff
v.
GENESIS ELDERCARE
PHYSICIAN SERVICES INC.,
d/b/a GENESIS PHYSICIAN
SERVICES, and GENESIS
ADMINISTRATIVE SERVICES,
LLC,
Defendants

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No. 2:24-cv-00100-NT

ORDER ON MOTION TO STAY LITIGATION
AND COMPEL ARBITRATION 1
In this case, Catharine Cadigan, M.D., brings federal and state employment
claims against Genesis Eldercare Physician Services, LLC, d/b/a Genesis Physician
Services (GPS), and Genesis Administrative Services, LLC (GAS). See Amended
Complaint (ECF No. 7). GPS and GAS are both affiliates of Genesis Healthcare, Inc.,
which has over 250 skilled nursing centers and senior living communities across the
country.

See id. ¶¶ 2-4.

GPS provides clinical, administrative, and practice

management services in Genesis Healthcare centers, while GAS provides
administrative services including accounting, benefits, and technology support.
See id. ¶¶ 3-4; ECF No. 13-1 at 13. Cadigan was hired by GPS as the medical director

1 The First Circuit has held that a motion to stay litigation and compel arbitration is nondispositive.

See PowerShare, Inc. v. Syntel, Inc., 597 F.3d 10, 13-14 (1st Cir. 2010).

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of two Genesis Healthcare facilities in Maine in January 2021; her role expanded to
cover several additional Maine-based facilities until GPS terminated her employment
in March 2022. See Amended Complaint ¶ 7-8, 12, 23, 41.
At the outset of her employment, Cadigan signed a written agreement between
her and her “Employer” mutually agreeing “to the resolution by arbitration of all
disputes, claims or controversies, past, present or future, including without
limitation, claims arising out of or related to [her] application for employment,
employment, and/or the termination of [her] employment that [her] Employer may
have against [her] or that [she] may have against” her Employer. See ECF No. 13-1
at 4. The mutual arbitration agreement defines “Employer” as “the business entity
that employs [Cadigan], including without limitation, Genesis Administrative
Services, LLC, and/or any direct or indirect parent, subsidiary, division or affiliate of
Genesis Administrative Services LLC to whom [she] applied for employment and/or
with whom [she is] and/or was at any time employed.” Id. Cadigan also agreed to
arbitrate any claims against her Employer’s “agents” and “business partners,” “each
and all of which may enforce” the agreement. Id.
GPS and GAS now move for an order staying this case and compelling Cadigan
to arbitrate her claims against them pursuant to the mutual arbitration agreement.
See Motion (ECF No. 13). Cadigan does not contest that she signed the agreement or
that the types of claims she is making fall within its scope, nor does she suggest that
arbitration has been waived. See Opposition (ECF No. 16); Gove v. Career Sys. Dev.
Corp., 689 F.3d 1, 4 (1st Cir. 2012) (holding that defendants seeking to compel

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arbitration under the Federal Arbitration Act (FAA) must demonstrate that (1) “there
exists a written agreement to arbitrate,” (2) “the dispute falls within the scope of the
arbitration agreement,” and (3) they have “not waived [their] right to arbitration”
(cleaned up)). Indeed, Cadigan even concedes that she must arbitrate her claims
against GPS. See Opposition at 1. But she does argue that she did not agree to
arbitrate her claims against GAS. See id. at 1-5.
The parties agree that Maine law controls the determination of whether a valid
agreement to arbitrate exists between Cadigan and GAS.

See Motion at 9-10;

Opposition at 5; Gove, 689 F.3d at 4. Under Maine law, a “contract is to be interpreted
to effect the parties’ intentions as reflected in the written instrument, construed with
regard for the subject matter, motive, and purpose of the agreement, as well as the
object to be accomplished.” V.I.P., Inc. v. First Tree Dev. LLC, 2001 ME 73, ¶ 3,
770 A.2d 95 (cleaned up).

Along those lines, a “third-party”—that is, a

nonsignatory—“to a contract may be a beneficiary entitled to enforce contract
provisions if that right was within the expectation or intention of the
parties to the contract.”

Mountain Valley Prop., Inc. v. Applied Risk Servs.,

No. 1:15-cv-00187-DBH, 2015 WL 13729967, at *7 (D. Me. Dec. 22, 2015) (rec. dec.)
(citing Davis v. R C & Sons Paving, Inc., 2011 ME 88, ¶ 12, 26 A.3d 787), aff’d as
modified, 2016 WL 755614 (D. Me. Feb. 25, 2016).
In this case, the mutual arbitration agreement was executed by Cadigan and
GPS (although, notably, the “Assistant Secretary” of GAS, the “[c]ontracted
administrative services provider for [GPS],” signed the agreement as an “Authorized

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Representative” of GPS). See ECF No. 13-1 at 6. GAS is, therefore, a third-party to
the agreement. The question is, then, whether the agreement reflects an intention
or expectation by Cadigan and GPS that GAS would also be able to enforce the
agreement. For two separate reasons, I conclude that it does.
First, Cadigan agreed to arbitrate claims against her “Employer,” which, under
the terms of the mutual arbitration agreement, “includes the business entity that
employ[ed her], including without limitation, [GAS] and/or any direct or indirect
parent, subsidiary, division or affiliate of [GAS] to whom [she] applied for
employment and/or with whom [she] . . . was at any time employed.”

See id. at 4.

The most reasonable reading of this language is that Cadigan’s “Employer” includes
GAS and any related entity that directly employed her such as GPS. Cf. Espinoza v.
CareerStaff Unlimited Inc., No. 3:21-cv-0878-E, 2022 WL 313434, at *3 (N.D. Tex.
Feb. 2, 2022) (“The Agreement is between Plaintiff and her ‘Employer.’ ‘Employer’ is
defined as ‘the business entity that employs’ Plaintiff, which includes Genesis
Administrative Services (“GAS”) and any of GAS’s direct or indirect parents,
subsidiaries, divisions, or affiliates with whom Plaintiff was at any time employed.”);
Loc. Div. 589, Amalgamated Transit Union v. Massachusetts, 666 F.2d 618, 627
(1st Cir. 1981) (“[T]he words ‘and/or’ commonly mean ‘the one or the other or both.’”).
That GAS is included in the agreement’s definition of Employer makes manifest that
Cadigan and GPS intended that Cadigan would arbitrate any claims against GAS
and that GAS would be able to enforce the agreement.

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Second, even accepting Cadigan’s argument that GAS does not fall within the
mutual arbitration agreement’s definition of “Employer” because it was not the entity
that directly employed her, she also agreed (1) to arbitrate any claims against her
Employer’s “agents” and “business partners” and (2) that such entities could enforce
the agreement. See ECF No. 13-1 at 4. As GPS and GAS point out, GAS falls within
the plain meaning of an agent or business partner of GPS—GAS signed the
agreement as GPS’s “Authorized Representative” and it is obvious even from just the
agreement that GAS and GPS are part of the same overall Genesis Healthcare
business enterprise. See id. at 4-6; Motion at 3; Dow v. Billing, 2020 ME 10, ¶ 14,
224 A.3d 244 (noting that courts must “seek to give effect to the plain meaning of the
words used in [a] contract”); Agent, Black’s Law Dictionary (12th ed. 2024) (defining
“agent” as “someone who is authorized to act for or in place of another; a
representative”); Partner, Black’s Law Dictionary (defining “partner” as “[s]omeone
who shares or takes part with another, esp[ecially] in a venture with shared benefits
and shared risks”). Accordingly, this language separately shows that Cadigan and
GPS intended that Cadigan would arbitrate any claims against GAS and that GAS
would be able to enforce the agreement.
Because GPS and GAS have established the existence of a valid written
arbitration agreement between Cadigan and them, and Cadigan does not contest that
her claims fall within the scope of that agreement or assert that arbitration has been
waived, I will GRANT GPS and GAS’s motion, COMPEL Cadigan to proceed to
arbitration with her claims, and STAY this case pending arbitration. See 9 U.S.C.

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§§ 2-4. 2 The parties are ORDERED to notify the Court as soon as arbitration is
complete and, in the meantime, file a status report every three months.
NOTICE
In accordance with Federal Rule of Civil Procedure 72(a), a party may
serve and file an objection to this order within fourteen (14) days after being
served with a copy thereof.
Failure to file a timely objection shall constitute a waiver of the right
to review by the District Court and to any further appeal of this order.
Dated: March 10, 2025
/s/ Karen Frink Wolf
United States Magistrate Judge

2 To the extent GPS and GAS ask in the alternative that this case be dismissed in light of the binding

arbitration agreement, see Motion at 16, the Supreme Court has recently clarified that, when “a federal
court finds that a dispute is subject to arbitration, and a party has requested a stay of the court
proceeding pending arbitration, the court does not have discretion to dismiss the suit on the basis that
all the claims are subject to arbitration”; rather, “§ 3 of the FAA compels the court to stay the
proceeding,” Smith v. Spizzirri, 601 U.S. 472, 475-76, 478 (2024).

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