Dennie v. MedImmune, Inc. et al

Filing 16

MEMORANDUM OPINION. Signed by Judge Paula Xinis on 7/10/2017. (jf3s, Deputy Clerk)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
*
SHANEQUA D. DENNIE,
Plaintiff,
v.

*
*
*

Civil Action No. PX 16-3643

*
MEDIMMUNE, INC. et al.,
*
Defendants.
******
MEMORANDUM OPINION
In this employment discrimination action, the parties move to stay the proceedings
pending arbitration. ECF No. 9. Defendant Anthony Williams also moves to compel arbitration
as to Count Nine of the complaint, which brings suit against him exclusively for intentional
infliction of emotional distress. ECF No. 11. The issues are fully briefed and the Court now rules
pursuant to Local Rule 105.6 because no hearing is necessary. For the reasons stated below, the
joint motion to stay is granted in part and denied in part. Defendant Williams’ motion to compel
arbitration is granted.
I.

BACKGROUND1
On November 28, 2011, Defendant MedImmune, LLC (“MedImmune”) hired Plaintiff

Shanequa Dennie (“Dennie”) as a Production Tech 3 and placed her in the company’s
manufacturing center in Frederick, Maryland. Dennie signed an “Employee Agreement” in
connection with working for Defendants. The Agreement contains an arbitration clause which
states, in pertinent part:

1

The following facts are taken from Dennie’s Complaint and the Employee Agreement attached to Williams’
motion to compel arbitration.

1

I understand and agree to have resolved by arbitration any and all disputes arising
from or relating to my employment with Company, my application for such
employment, my termination of such employment or post-employment issues
with Company. These include:
(A) claims relating to any discrimination on the basis of age, race, color, sex,
religion, national origin, disability, retaliation, marital status, veteran status,
sexual orientation or any other claim of employment discrimination under the Age
Discrimination in Employment Act (29 U.S.C. § 12101 et seq.), Title VII of the
Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.); Article 49B of the Maryland
Annotated Code; or any other federal, state or local prohibition against
discrimination in the above protected or similar categories;
***
(C) claims for breach of an express or implied contract or tort claims.
Employee Agreement, ECF No. 11-1 at 2–3.
Jeremiah Howe served as Dennie’s immediate supervisor who in turn reported to the
center’s Associate Director, Defendant Anthony Williams. See Complaint, ECF No. 1 at 5.
Williams and Dennie began a romantic relationship a couple years into Dennie’s employment.
Over the course of their relationship, Dennie alleges that Williams sent her sexually suggestive
text messages and often asked Dennie to leave her night shift early to join him at his apartment.
Dennie later learned that Williams was in romantic relationships with other MedImmune
employees. So, on April 27, 2015, Dennie informed Williams that she was ending the
relationship and requested a transfer to another department at a different location. Dennie alleges
that Williams retaliated by launching an investigation into her timesheets, knowing that Dennie
often left work before the end of her shift to be with him. The investigation ultimately led to
Dennie’s resignation on May 15, 2015.
On November 4, 2016, Dennie filed her nine-count Complaint in this Court. ECF No. 1.
Counts One through Eight allege MedImmune violated Title VII of the Civil Rights Act of 1964
(“Title VII”), 42 U.S.C. § 2000e, et seq. and the Maryland Fair Employment Practices Act, Md.
2

Code Ann., State Gov’t § 20-606, et seq. Specifically, in Counts One and Two, Dennie alleges
that MedImmune, through its agent, Williams, subjected Dennie to disparate treatment and quid
pro quo sexual harassment in violation of Title VII. In Count Three, she alleges Williams’ sexual
advances, sexual behavior with other MedImmune employees, and threatening remarks created a
hostile work environment and that MedImmune failed to take corrective action in violation of
Title VII. Count Four against MedImmune claims retaliation for Williams’ role in the
investigation into Dennie’s timesheets. In Counts Five through Eight, Dennie alleges violations
of the Maryland Fair Employment Practices Act. Count Nine is a claim of intentional infliction
of emotional distress against Williams for his inappropriate behavior and for his initiation of the
timesheet investigation which led to Dennie’s resignation.
On December 15, 2016, Dennie and Defendants MedImmune, Inc. MedImmune LLC,
MedImmune Biologics Inc., AstraZenaca LP, and AstraZeneca Pharmaceuticals LP, submitted a
joint motion to stay the court proceedings pending arbitration of Counts One through Eight
pursuant to the arbitration clause in Dennie’s Employee Agreement. ECF No. 9. However, the
parties did not agree to arbitrate Count Nine, the only claim against Williams. Thus, on
December 22, Williams filed a motion to compel arbitration of Count Nine pursuant to Rule
12(b)(1) of the Federal Rules of Civil Procedure. ECF No. 11.
II.

STANDARD OF REVIEW
Motions to dismiss in connection with a valid arbitration agreement are typically brought

under Rule 12(b)(6) because “‘the existence of a valid arbitration clause does not technically
deprive the Court of subject matter jurisdiction.’” Cheraghi v. MedImmune, LLC, No. 8:11-CV01505 AW, 2011 WL 6047059, at *2 (D. Md. Dec. 5, 2011) (quoting Liveware Publ’g, Inc. v.
Best Software, Inc., 252 F. Supp. 2d 74, 78 (D. Del. 2003)); see also Schwartz v. Coleman, 833

3

F.2d 310, at *2 (4th Cir. 1987) (Table). “It instead requires the Court to forego the exercise of
jurisdiction in deference to the parties’ contractual agreement to address in another forum
those disputes which fall within the scope of the agreement to arbitrate.” Liveware, 252 F. Supp.
2d. at 78–79. Therefore, the Court will construe Williams’ motion one seeking dismissal under
Rule 12(b)(6) rather than 12(b)(1).
However, the propriety of arbitration turns on construing the scope of the arbitration
clause in Dennie’s Employment Agreement which is not part of Dennie’s complaint.2 Rule
12(d), therefore, compels the Court to treat Williams’ Motion to Dismiss as one for summary
judgment. Fed. R. Civ. P. 12(d); see also Nationwide Ins. Co. of Columbus, Ohio v. Patterson,
953 F.2d 44, 47 n.1 (3d Cir. 1991) (holding that Rule 56 governs the dismissal of actions that an
arbitration agreement covers when the court considers matters beyond the pleadings). In so
doing, the court must give the nonmoving party a reasonable opportunity to present all material
pertinent to the motion. See Fed. R. Civ. P. 12(d). As this Court has consistently held, this
standard entails notice and a fair opportunity to contest the factual matter presented. See,
e.g., Cheraghi, 2011 WL 6047059, at *2–3 (citation omitted).
Here, the notice requirement is satisfied because Williams attached an exhibit to his
motion and Dennie responded. The overall fairness requirement is satisfied because the material
facts are not in dispute at this stage and it is implausible that any discoverable information would
assist Dennie in defeating Williams’ motion. Accordingly, the Court will treat Williams’ motion
as one for summary judgment.

2

Because the Agreement is essentially integral to the Complaint, it is likely that the Court could decide Williams’
motion without converting it into a motion for summary judgment. See, e.g., Cheraghi v. MedImmune, LLC, No.
8:11-CV-01505 AW, 2011 WL 6047059, at *3 (D. Md. Dec. 5, 2011); Westmoreland v. Prince George's County,
Md., No. 09CV2453 AW, 2011 WL 3880422, at *2 n.1 (D. Md. 2011). Nonetheless, the Court treats it as a motion
for summary judgment out of an abundance of caution.

4

“The court shall grant summary judgment if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.
Civ. P. 56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986) (citing predecessor to
current Rule 56(a)). The burden is on the moving party to demonstrate the absence of any
genuine dispute of material fact. Adickes v. S.H. Kress & Co., 398 U.S. 144 (1970). If sufficient
evidence exists for a reasonable jury to render a verdict in favor of the party opposing the
motion, then a genuine dispute of material fact is presented and summary judgment should be
denied. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). However, the “mere
existence of a scintilla of evidence in support of the [opposing party’s] position” is insufficient to
defeat a motion for summary judgment. Id. at 252. The facts themselves, and the inferences to be
drawn from the underlying facts, must be viewed in the light most favorable to the opposing
party, Scott v. Harris, 550 U.S. 372, 378 (2007); Iko v. Shreve, 535 F.3d 225, 230 (4th Cir.
2008), who may not rest upon the mere allegations or denials of his pleading but instead must, by
affidavit or other evidentiary showing, set out specific facts showing a genuine dispute for
trial, Fed. R. Civ. P. 56(c)(1).
III.

ANALYSIS
Neither party disputes that the arbitration clause is part of Dennie’s Employee Agreement

with MedImmune and is governed by the Federal Arbitration Act (“FAA”). Nor does Dennie
dispute that the arbitration clause covers her claims against Defendant Medimmune (Counts One
through Eight) and that these counts will indeed proceed to arbitration. Rather, she argues that
Count Nine, her intentional infliction of emotional distress claim against Defendant Williams, is
not arbitrable. For the reasons stated below, Dennie is incorrect.

5

A.

The Application of the Federal Arbitration Act
The Federal Arbitration Act (“FAA”) is routinely applied to employment contracts such

as the one at issue here. See E.E.O.C. v. Waffle House, Inc., 534 U.S. 279, 289 (2002); Murray v.
United Food & Commercial Workers Int’l Union, 289 F.3d 297, 301 (4th Cir. 2002); Rum v.
DARCARS of New Carrollton, Inc., No. DKC 12-0366, 2012 WL 2847628, at *4 (D. Md. July
10, 2012) (“[T]he FAA has been repeatedly applied to employment contracts in this circuit.”)
(citing cases). The FAA reflects a “liberal federal policy favoring arbitration agreements.” Moses
H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983); cf. Holmes v. Coverall
N. Am., Inc., 336 Md. 534, 541 (1994). The United States Court of Appeals for the Fourth Circuit
has held that a party seeking to compel arbitration under the FAA must show: “(1) the existence
of a dispute between the parties, (2) a written agreement that includes an arbitration provision
which purports to cover the dispute, (3) the relationship of the transaction, which is evidenced by
the agreement, to interstate or foreign commerce,3 and (4) the failure, neglect or refusal of the
defendant to arbitrate the dispute.” Adkins v. Labor Ready, Inc., 303 F.3d 496, 500–01 (4th Cir.
2002) (citation and internal quotation marks omitted). Importantly, “‘as a matter of federal law,
any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration,
[even where] the problem at hand is the construction of the contract language itself.’” Aggarao v.
MOL Ship Mgmt. Co., 675 F.3d 355, 374 (4th Cir. 2012) (quoting Moses H. Cone Mem’l Hosp.
v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983). This “heavy presumption . . . in favor of

3

Neither party addresses whether the Employee Agreement evidences a transaction involving interstate commerce.
Dennie seems to concede that it does because her Complaint contains claims under Title VII, which only apply to an
employer engaged in commerce. See 42 U.S.C. § 2000e(b), (g), (h). Accordingly, the Court finds that this element
has been met. This finding is consistent with the general principle that , “‘[e]mployment contracts, except for those
covering workers engaged in transportation, are covered by the FAA.’” Rum v. DARCARS of New Carrollton, Inc.,
No. DKC 12-0366, 2012 WL 2847628, at *4 (D. Md. July 10, 2012) (quoting E.E.O.C. v. Waffle House, Inc., 534
U.S. 279, 289 (2001)).

6

arbitrability” retains particular significance where the arbitration clause is broadly worded. Id.
(internal citations and quotations omitted).
The parties’ dispute regarding the arbitrability of Count Nine against Williams focuses on
two primary issues: (1) whether the arbitration clause applies to Williams as a nonsignatory to
the Employment Agreement and (2) whether the arbitration clause covers the complained-of
conduct in Count Nine. The Court addresses each in turn
B.

Williams as non-signatory
Generally, “arbitration is a matter of contract [interpretation] and a party cannot be

required to submit to arbitration any dispute which she has not agreed so to submit.” Int’l Paper
Co. v. Schwabedissen Maschinen & Anlagen GMBH, 206 F.3d 411, 416 (4th Cir. 2000). That
said, “[i]t does not follow . . . that under the [Federal Arbitration] Act an obligation to arbitrate
attaches only to one who has personally signed the written arbitration provision.” Id. at 417
(quoting Fisser v. International Bank, 282 F.2d 231, 233 (2d Cir. 1960)). Theories “arising out
of common law principles of contract and agency law” can provide a basis for binding nonsignatories to arbitration agreements. Id. (citing Thomson–CSF v. Am. Arbitration Ass’n, 64 F.3d
773, 776 (2d Cir. 1995)); see also Am. Bankers Ins. Group, Inc. v. Long, 453 F.3d 623, 627 (4th
Cir. 2006). These principles include “1) incorporation by references; 2) assumption; 3) agency;
4) veil piercing/alter ego; and 5) estoppel.” Int’l Paper Co., 206 F.3d at 417 (citation omitted);
see also Arthur Andersen LLP v. Carlisle, 556 U.S. 624, 631 (2009) (noting that traditional
principles of state law, such as estoppel, may support arbitration by a nonparty to the written
arbitration agreement); cf. Schneider Elec. Buildings Critical Sys., Inc. v. W. Sur. Co., 231 Md.
App. 27, 42 (2016).

7

Here, Williams argues that the arbitration clause covers his alleged misconduct on the
theories of estoppel and agency. For equitable estoppel to apply, “at a minimum, there must be
allegations of coordinated behavior between a signatory and a nonsignatory defendant, . . . and
that the claims against both the signatory and nonsignatory defendants must be based on the
same facts, be inherently inseparable, and fall within the scope of the arbitration clause.”
Aggarao v. MOL Ship Mgmt. Co., Ltd., 675 F.3d 355, 374 (4th Cir. 2012) (internal citations and
quotations omitted). See also Brantley v. Republic Mortg. Ins. Co., 424 F.3d 392, 395–96 (4th
Cir. 2005) (“application of equitable estoppel is warranted when the signatory to the contract
containing the arbitration clause raises allegations of substantially interdependent and concerted
misconduct by both the nonsignatory and one or more of the signatories to the contract.”
(internal citation, quotations, and alterations omitted)). In this context, the arbitration clause
must be read broadly enough to cover nonsignatories or else “the arbitration proceedings
between the two signatories would be rendered meaningless and the federal policy in favor of
arbitration effectively thwarted.” Brantley, 424 F.3d at 396 (quoting MS Dealer Serv. Corp. v.
Franklin, 177 F.3d 942, 947 (11th Cir. 1999)) (quotations and alterations omitted); cf. Griggs v.
Evans, 205 Md. App. 64, 82–83 (2012).
Dennie’s complaint pleads concerted conduct between the Defendants to justify
extending the arbitration clause to Williams. Indeed, the complaint’s “facts common to all
counts” section focuses almost exclusively on Williams’ alleged acts as a sexual predator against
Plaintiff and other female co-workers while he was a manager in MedImmune’s supervisory
chain of command. Consequently, those Counts involving Medimmune (Counts One through
Eight) are based on the acts of its “authorized agent,” Williams,” for subjecting Dennie to
disparate treatment, engaged in quid pro quo sexual harassment, created a hostile work

8

environment, and unlawfully retaliated against her. Count Nine is based on the identical
concerted alleged discriminatory and retaliatory conduct. See ECF No. 1 at 27. Accordingly,
Dennie’s claims against MedImmune and Williams undoubtedly arose out of the same
“occurrence” or “incident”. Cf. Aggarao v. MOL Ship Mgmt. Co., 675 F.3d 355, 374 (4th Cir.
2012) (determining that a signatory’s and nonsignatory’s conduct was “coordinated by virtue of
each defendant’s alleged involvement in [the] incident—instigating and contributing to one
another”). Dennie’s claims against Williams also depend, “in some part, upon the nature of the
tortious acts allegedly committed” by MedImmune, and vice versa. See Aggarao, 675 F.3d at
374–75 (4th Cir. 2012) (citing Brown v. Pac. Life Ins. Co., 462 F.3d 384, 398–99 (5th Cir. 2006)
(affirming decision compelling plaintiff to arbitrate claims against nonsignatory parent company
because claims were factually tied to claims against signatory subsidiaries)). Given that Dennie
has conceded that claims against Mediummune are subject to arbitration, she is hard pressed to
argue that the claims involving Medimmune’s confederate, Williams, are not. See Joint Motion
to Stay Proceedings Pending Arbitration, ECF No. 9. Accordingly, Dennie is equitably estopped
from avoiding the arbitration clause as to its claim against Williams.
Alternatively, because Dennie has pleaded Williams as the agent of Medimmune,
Williams’ claims are subject to arbitration. See Int’l Paper Co., 206 F.3d at 417; Collie v. Wehr
Dissolution Corp., 345 F. Supp. 2d 555, 562 (M.D.N.C. 2004) (concluding non-signatories to an
arbitration agreement may be bound by or enforce an arbitration agreement executed by other
parties under principles of contract and agency law). Where “a principal is bound under the terms
of a valid arbitration clause, its agents, employees, and representatives are also covered under the
terms of such agreements.” Pritzker v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 7 F.3d 1110,
1121 (3d Cir. 1993); see also Grand Wireless, Inc. v. Verizon Wireless, Inc., 748 F.3d 1, 11 (1st

9

Cir. 2014) (“[A] number of our sister circuits have addressed this issue, and all have held that an
agent is entitled to the protection of her principal’s arbitration clause when the claims against her
are based on her conduct as an agent.”) (citing cases); Meridian Imaging Sols., Inc. v. OMNI Bus.
Sols. LLC, No. 1:17-CV-186, 2017 WL 1491134, at *9 (E.D. Va. Apr. 25, 2017) (employee of
signatory may compel arbitration). This is so “when the non-signatory party is an employee of
the signatory corporation and the underlying action in the dispute was undertaken in the course
of the employee’s employment.” Grand Wireless, Inc., 748 F.3d 1, 11 (1st Cir. 2014); Griggs v.
Evans, 205 Md. App. 64, 92 (2012).
Dennie nonetheless maintains, without support, that the arbitration clause does not reach
Williams’ conduct as pleaded in Count Nine. ECF No. 14 at 7. In that very count, however,
Dennie alleges Williams, as Dennie’s supervisor, engaged in sexual relations with her and other
female employees, and then when she complained, investigated her timekeeping in manner that
ultimately forced her to resign. Id. at 27. Simply put, Count Nine is brought under an agency
theory. Accordingly, the arbitration clause covers claims against Williams even though he is not
a signatory to Dennie’s employment agreement.
C.

Scope of Arbitration Clause

Dennie next argues that the arbitration provision does not cover the conduct alleged in
Count Nine. Whether “the factual allegations underlying the claim are within the scope of the
arbitration clause” does not depend on “the legal label assigned to the claim.” J.J. Ryan & Sons,
Inc. v. Rhone Poulenc Textile, 863 F.2d 315, 319 (4th Cir. 1988); see also Sutton v. Hollywood
Entm’t Corp., 181 F. Supp. 2d 504, 510 (D. Md. 2002). Rather, where there is a “significant
relationship” between the scope of the arbitration clause and the claims alleged, arbitration is
warranted. J.J. Ryan & Sons, Inc. v. Rhone Poulenc Textile, 863 F.2d at 321; Am. Recovery

10

Corp. v. Computerized Thermal Imaging, Inc., 96 F.3d 88, 93 (4th Cir. 1996) (finding that a
broad arbitration clause rendered all claims bearing a “significant relationship” to the parties’
contract arbitrable).
Dennie’s Employment Agreement covers “any and all disputes arising or relating to [her]
employment with Company, [her] application for such employment, [her] termination of such
employment or post-employment issues with Company.” The clause further provides that
“claims related to any discrimination on the basis of . . . race [or] retaliation” under state or
federal law and also “claims for breach of an express or implied contract or tort claims” must be
arbitrated. ECF No. 11-1 at 2–3. Count Nine focuses on the distress Dennie suffered at the hands
of Williams for his discrimination and retaliatory conduct. It accordingly involves a matter
“arising or relating to [her] employment,” and is based on her claim of “retaliation.” Id. The
significant relationship test has therefore been met, and Count Nine must be arbitrated.
Dennie urges that Sutton v. Hollywood Entm’t Corp., 181 F. Supp. 2d 504 (D. Md. 2002)
mandates a different result. In Sutton, the plaintiff-patron of defendant video store was
mistakenly arrested on suspicion of having robbed the store the previous evening. Id. at 506–07.
Plaintiff filed suit against the video store, alleging malicious prosecution, false imprisonment,
and negligent hiring, training, and supervision. Defendant video store sought to compel
arbitration based on the cause in the Plaintiff’s membership application which stated that “any
dispute arising out of or relating in any way to Applicant’s relationship with HOLLYWOOD
VIDEO shall be subject to . . . arbitration.” Id. at 508. This Court denied the defendant’s motion
reasoning that the subject of the agreement between the parties was a “video rental contract.” Id.
at 510. The arbitration clause was consequently limited to covered patron-related “matters such
as the rental fees, repairs, replacements of videos.” Id. at 512–13.

11

Unlike the arbitration clause in Sutton, the Dennie’s clause is more expansive, covering
“any and all disputes arising from or relating to” her employment. The clause also expressly
covers including tort and discrimination claims. Dennie’s intentional infliction of emotional
distress claim is a tort committed by her supervisor during and in relation to her job at
MedImmune, and is therefore clearly covered by the arbitration clause. This is especially so in
light of “the liberal federal policy favoring arbitration agreements.” Moses H. Cone Mem. Hosp.,
460 U.S. at 24. Sutton, therefore, does nothing to upset the Court’s analysis.
D. Dismissal versus Stay
Although the FAA requires a court, upon motion by any party, to stay judicial
proceedings involving issues covered by written arbitration agreements, see 9 U.S.C. § 3, the
United States Court of Appeals for the Fourth Circuit has held that “[n]otwithstanding the terms
of § 3 . . . dismissal is a proper remedy when all of the issues presented in a lawsuit are
arbitrable.” Choice Hotels Int’l, Inc. v. BSR Tropicana Resort, Inc., 252 F.3d 707, 709–10 (4th
Cir. 2001); see also Poteat v. Rich Prods. Corp., 91 F. App’x 832, 835 (4th Cir. 2004)
(compelling arbitration and dismissing the action where all of the claims are arbitrable, citing
Choice Hotels); Bey v. Midland Credit Mgmt., No. GJH-15-1329, 2016 WL 1226648, at *5 (D.
Md. Mar. 23, 2016) (same); Byrnes v. Santa Fe Nat. Tobacco Co., Inc., No. GLR-16-2445, 2017
WL 713911, at *2 (D. Md. Feb. 23, 2017) (same). The parties have already jointly agreed to
arbitrate Counts One through Eight. ECF No. 9. And this Court has decided that Count Nine
should proceed to arbitration. Thus, dismissal of this action is appropriate.
IV.

CONCLUSION
For the foregoing reasons, Count Nine is subject to arbitration under the Employee

Agreement. The joint motion for a stay pending arbitration (ECF No. 9) is therefore granted in

12

part and denied in part. It is denied to the extent it seeks a stay of these proceedings rather than
dismissal of the case. Williams’ motion to compel arbitration (ECF No. 11) is granted and this
action is dismissed. A separate Order follows.

7/10/2017
Date

/S/
Paula Xinis
United States District Judge

13