Daniels v. Raymours Furniture Company, Inc.

Filing 14

Judge Mark L. Wolf: ORDER entered. MEMORANDUM AND ORDER(Hohler, Daniel)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
VINCENT C. DANIELS,
Plaintiff,
v.
RAYMOURS FURNITURE
COMPANY, INC., d/b/a
RAYMOUR & FLANIGAN COMPANY,
Defendant.

)
)
)
)
)
)
)
)
)

C.A. No. 13-11551-MLW

MEMORANDUM AND ORDER
WOLF, D.J.
I.

March 31, 2014

INTRODUCTION
Plaintiff Vincent C. Daniels brought this action in the

Bristol County Superior Court of the Commonwealth of Massachusetts.
Daniels makes various claims against his former employer, Raymours
Furniture Co., Inc. ("Raymours"), under the Family and Medical
Leave Act ("FMLA"), 29 U.S.C. §2601, et seq., the Americans with
Disabilities Act ("ADA"), 42 U.S.C. §12101 et seq., and Mass. Gen.
Laws ch. 151B ("M.G.L. ch. 151B"), a state anti-discrimination law.
Raymours timely removed the case to this United States District
Court. Raymours subsequently filed a Motion to Dismiss and Compel
Arbitration.
Raymours argues that Daniels is barred from bringing this suit
because the company's employee handbook constitutes a contract that
requires arbitration of Daniels' claims under the ADA, FMLA, and
M.G.L. ch. 151B, pursuant to the Federal Arbitration Act ("FAA"),
9 U.S.C. §4. Therefore, Raymours requests that the court issue an

order compelling arbitration and dismiss this action pursuant to
Federal Rule of Civil Procedure 12(b)(1). Daniels opposes the
motion.
For the reasons explained below, Raymours' motion to compel
arbitration is meritorious and is, therefore, being allowed.

II. BACKGROUND
Daniels filed a complaint alleging that: (1) Raymours took
retaliatory actions against him in violation of the FMLA (Count I);
(2) Raymours subjected Daniels to material adverse conditions
because of his status as a qualified person with a disability in
violation of the ADA (Count II); (3) Raymours discriminated against
Daniels on the basis of a handicap in violation of M.G.L. ch. 151B
(Count III); (4) Raymours subjected Daniels to a hostile work
environment in violation of the FMLA (Count IV); (5) Raymours
subjected Daniels to a hostile work environment in violation of the
ADA (Count V); (6) Raymours subjected Daniels to a hostile work
environment in violation of M.G.L. ch. 151B (Count VI); Raymours
took retaliatory actions against Daniels for exercising his rights
under the ADA (Count VII); (8) Raymours took retaliatory actions
against Daniels for requesting reasonable accommodation under
M.G.L. ch. 151B (Count VIII); and (9) Daniels reasonably relied to
his detriment on oral and written representations made by Raymours
to him stating that he would be extended leave pursuant to the FMLA

2

(Count IX). See Compl. ¶¶25-76.
Daniels

seeks

statutory

penalties

pursuant

to

29

U.S.C.

§1132(c)(1), back pay, front pay, damages for emotional distress,
compensatory and punitive damages, costs and attorney's fees, and
liquidated damages as provided for under the FMLA, the ADA, and
M.G.L. ch. 151B. Id. at 11.
After removing the case to this court, Raymours filed a motion
to dismiss and compel arbitration, a supporting memorandum, and
related evidence. The motion to compel relies upon 9 U.S.C. §4 and
Federal Rule of Civil Procedure 12(b)(1).
In support of its request to compel arbitration, Raymours
states that when Daniels began his employment in February 2011, he
was required to review and acknowledge receipt of an Associate
Handbook (the "Handbook"), which contained Raymours' employment
policies.

See

Memo.

in

Supp.

of

Mot.

to

Dismiss

at

2.

The

acknowledgment, among other things, contained Daniels' promise to
become

familiar

with

the

Associate

Handbook

and

all

future

revisions. Id. In January 2012, the company adopted an Employment
Arbitration Program (the "Arbitration Program"), and incorporated
it into the Handbook. Id. at 3. The Arbitration Program required
employees to submit to arbitration any employment-related claims,
including, but not limited to, claims under the ADA, FMLA, and
M.G.L. ch. 151B. Id. at 3-4. The revision to the Handbook also
specified that the arbitration program is an "essential element of

3

your continued relationship with Raymour & Flanigan and is a
condition of your employment." Id. Daniels reviewed the Arbitration
Program electronically, and certified that he had read it by
clicking a button marked "done." Id. at 7. Raymours contends that,
by acknowledging that he had read the updated version of the
Handbook,

Daniels

entered

into

a

contract

to

arbitrate

his

employment-related claims against Raymours.
In support of its motion, Raymours has filed: (1) an affidavit
of Steve McPeak, the Vice President of Human Resources at Raymours,
responsible for developing, implementing and ensuring compliance
with the Associate Handbook; (2) a copy of Daniels' receipt and
acknowledgment of the Associate Handbook; (3) a copy of the
Information Technology Access Request Form that Daniels signed to
obtain access to Raymours' systems; (4) a copy of the Arbitration
Program that Raymours implemented in January 2012; (5) a copy of a
February 1, 2012 email, sent by McPeak to all Raymours' employees,
including Daniels, notifying them about the updated Associate
Handbook and the Arbitration Program; (6) a copy of the procedures
on the company's self-service portal, which helps employees with
the process of accessing, reviewing, and acknowledging the updated
Associate Handbook; and (7) a printout from Raymours' intranet
system

indicating

that

Daniels

had

accessed,

reviewed,

and

acknowledged the updated Associate Handbook. The affidavit and
other evidence support the contentions in Raymours' memorandum.

4

Daniels opposed the motion to dismiss and compel arbitration
and filed an affidavit. In essence, Daniels contends that no
contract to arbitrate was formed. See Memo. in Supp. of Opp. at 2.
Daniels states that Raymours' assurances and actions concerning the
Handbook, the document he was required to sign when he commenced
employment, and McPeak's email, cause the Arbitration Program to
not be part of his contract with Raymours. Id. at 3. According to
Daniels, when he was first told of the Handbook he was informed,
orally and in writing, that it created no contractual obligations,
and that the Handbook was for informational purposes only. See
Daniels Decl. ¶3. In essence, Daniels asserts that Raymours'
statements and conduct render the Handbook informational rather
than the terms of a contract. Id. ¶¶3-6. Accordingly, Daniels
argues that he never waived his rights to a judicial forum and that
the Arbitration Program does not bind him. Id. ¶8

III. DISCUSSION
"Section 4, 9 U.S.C. §4, allows a party aggrieved by another
party's refusal to arbitrate to petition a district court to compel
arbitration in accordance with the parties' preexisting agreement."
Campbell v. Gen. Dynamics Gov't Sys. Corp., 407 F.3d 546, 552 (1st
Cir. 2005).
"The 'principal purpose' of the FAA is to 'ensure that private
arbitration agreements are enforced according to their terms.'"

5

AT&T Mobility, LLC v. Concepcion, 132 S. Ct. 1740, 1748 (2011)
(quoting Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford
Junior Univ., 489 U.S. 468, 478 (1989)).
"Whether or not a dispute is arbitrable is typically a
question for judicial determination." Dialysis Access Ctr., LLC v.
RMS Lifeline, Inc., 638 F.3d 367, 375 (1st Cir. 2011). The phrase
"question of arbitrability" "includes questions of whether the
parties have a valid arbitration agreement at all[.]" Fantastic
Sams Franchise Corp. v. FSRO Ass'n Ltd., 683 F.3d 18, 25 (1st Cir.
2012) (citing Green Tree Fin. Corp. v. Bazzle, 539 U.S. 444, 452
(2003)). "[T]he first principle that underscores all of the Supreme
Court's arbitration decisions is that '[a]rbitration is strictly a
matter of consent, and thus is a way to resolve those disputes but only those disputes - that the parties have agreed to submit to
arbitration.'" Dialysis Access, 638 F.3d at 376 (quoting Granite
Rock, 130 S. Ct. at 2857) (emphasis in original).
"A party seeking to compel arbitration must demonstrate 'that
a valid agreement to arbitrate exists, that the movant is entitled
to invoke the arbitration clause, that the other party is bound by
that clause, and that the claim asserted comes within the clause's
scope.'" Campbell, 407 F.3d at 552 (quoting InterGen N.V. v. Grina,
344 F.3d 134, 142 (1st Cir. 2003)). "[F]or the most part, general
principles of state contract law control the determination of
whether a valid agreement to arbitrate exists." Id. (internal

6

citations omitted).
In this case, the following facts are not in dispute. Raymours
hired Daniels in February 2011, to work as a showroom manager. See
Daniels Decl. ¶2. As a part of the hiring process, Daniels signed
a number of documents, including a Receipt and Acknowledgment of
Raymour & Flanigan Associate Handbook and Acknowledgment of At-Will
Employment Status ("Acknowledgment of At-Will Employment Status").
Id. In the context of explaining that associates are at-will
employees, the Handbook states that it is "not a contract of
employment" and that it is "intended for informational purposes
only." See Daniels Decl. at 4. The Acknowledgment of At-Will
Employment Status also stated that Raymours reserves the right to
change the policies in the Handbook, and that an associate is
"responsible for becoming familiar" with the changes. See McPeak
Decl. Ex. 1.
The Acknowledgment of At-Will Employment Status that Daniels
signed also stated that "my continued employment constitutes my
agreement that such changes apply to me." Id. In January 2012,
Raymours adopted the Arbitration Program, and incorporated it into
the Handbook. See McPeak Decl. Ex. 3. In the section concerning the
Arbitration Program, the term "Claims" was defined to mean any
compensation

or

employment-related

disputes,

controversies

or

actions between the employees and Raymours that are based on, but
not limited to, any rights under the ADA, FMLA, and M.G.L. ch.

7

151B. Id.
On February 1, 2012, McPeak, the Vice President of Human
Resources at Raymours, notified all Raymours associates that the
Handbook had been updated effective January 1, 2012, and that
because of the "significant updates that have been made," including
the adoption of the Arbitration Program, all associates were
required

to

acknowledge

that

they

had

reviewed

the

revised

Handbook. See McPeak Decl. Ex. 4. The Arbitration Program that was
introduced as an update, in bold type, stated that the "Program is
an essential element of your continued employment relationship with
Raymour and Flanigan and is a condition of your employment." See
McPeak Decl. Ex. 3. On February 1, 2012, at 4:18 p.m., Daniels
electronically acknowledged that he had accessed and reviewed the
updated Associate Handbook and the Arbitration Program. See McPeak
Decl. Ex. 6.
As

Raymours

seeks

to

compel

Daniels

to

arbitrate

his

employment-related claims, it must demonstrate that: (1) Raymours
and Daniels entered into a valid agreement to arbitrate; (2)
Raymours is entitled to invoke the arbitration clause; (3) Daniels
is bound by the clause; and (4) Daniels' claims fall within the
scope of the clause. See Campbell, 407 F.3d at 552.
Raymours' Arbitration Program expressly states that it covers
any employment-related disputes that are based upon any right
protected by the ADA, the FMLA, and M.G.L ch. 151B. See McPeak

8

Decl. Ex. 3 at 3-4. Daniels does not dispute that the claims
asserted by him fall within the scope of the arbitration clause. It
is also not disputed that if a contract to arbitrate exists,
Raymours is entitled to invoke it, and Daniels is bound by it.
Therefore, the essential question is whether a contract to
arbitrate exists. As indicated earlier, "general principles of
state contract law control the determination of whether a valid
agreement to arbitrate exists." Campbell, 407 F.3d at 552.
In Massachusetts, it has been recognized that "[a] personnel
manual may form the basis of an express contract." O'Brien v. New
England Tel. & Tel. Co., 422 Mass. 686, 691 (1996) (citing Jackson
v. Action for Boston Cmty. Dev., Inc., 403 Mass. 8, 13 (1988)).
"[T]he enforceability of an employee handbook as a contract depends
on

a

host

of

considerations,

including

its

content

and

the

circumstances of its distribution." Campbell, 407 F.3d at 559. "If
the parties agree in advance of employment that a personnel manual
will set forth relative rights and obligations of employer and
employee, the manual becomes part of the employment contract."
O'Brien, 422 Mass. at 691. "A similar result would be obtained if,
during the course of at-will employment, the parties agree, orally
or in writing, that thereafter their rights and obligations would
include the provisions of an employee manual." Id.
The Arbitration Program was introduced by Raymours as an
update to the Handbook. The Handbook is, essentially, a manual that

9

sets forth the company's work rules, policies, and procedures. See
McPeak Decl. ¶2. The Acknowledgment of At-Will Employment Status,
which Daniels signed at the time he began work in 2011, stated that
the Handbook contains "important information about Raymour and
Flanigan's employment policies" and that associates "are expected
to access and read the Handbook and familiarize [themselves] with
these policies." McPeak Decl. Ex. 1. By signing the Receipt and
Acknowledgment, associates expressly agreed that the policies in
the Handbook applied to them. Id. Moreover, the Handbook stated
that "[c]ontinuing employment after issuance of this Handbook (or
any subsequent revision) constitutes the associate's agreement to
rules, policies, practices and procedures contained herein or
therein." Daniels Decl. at 4.
When the Handbook was updated by incorporating, among other
things,

the

Arbitration

Program,

Daniels

acknowledged

having

accessed and reviewed it. See McPeak Decl. Ex. 6. In pertinent
part, the Arbitration Program stated that "[t]his program is an
essential

element

of

[the

associate's]

continued

employment

relationship with Raymour and Flanigan and is a condition of [the
associate's]

employment."

As

held

in

O'Brien,

"[a]n

employee

remaining with the employer after receiving a manual provides the
consideration necessary to support the contract." Id.
The totality of the circumstances, including the contents of
the Handbook and the context of its communication, indicates that

10

the parties agreed in advance of employment that the Handbook sets
forth the rights and obligations of the employer and employee. See
O'Brien, 422 Mass. at 391. When Daniels began work in 2011, he
signed

a

document

that

required

him

to

access

and

read

the

Handbook, and to familiarize himself with any changes to it. See
Daniels Decl. ¶2. The document expressly stated that the changes to
the

Handbook

would

apply

to

all

associates,

and

that

their

continued employment constitutes the associate's agreement to the
changes.

See

McPeak

Decl.

Ex.

1.

In

January

2012,

Raymours

introduced the Arbitration Program as an update to the Handbook,
and Daniels acknowledged that he had reviewed the terms of the
Program. See McPeak Decl. Ex. 6. The Arbitration Program also
specified

that

the

program

is

an

essential

element

of

the

associate's continued employment relationship, and that it is a
condition

of

employment.

See

McPeak

Decl.

Ex.

3.

In

these

circumstances, the court finds that a reasonable employee would
have believed that the employer was offering to continue his or her
employment on the terms stated in the updated Handbook. See
Campbell, 407 F.3d at 559. More specifically, given the contents of
the Handbook and the Arbitration Program, and the context in which
that

information

was

communicated,

a

reasonable

employee

of

Raymours would have known that the Handbook provided the terms of
a contract to arbitrate. Id.
In O'Brien, the Supreme Judicial Court of Massachusetts (the

11

"SJC") further noted that "the context of the manual's preparation
and distribution is, to us, the most persuasive proof that it would
almost be inevitable for an employee to regard it as a binding
commitment." Id. at 849 (quoting Woolley v. Hoffman-La Roche, Inc.,
99 N.J. 284, 299 (1985)) (internal quotation marks omitted). In
this case, Raymours consistently emphasized the importance of its
Handbook, and that all associates must access and review it,
including any updates. All employees were required, as a term and
condition of their continued employment, to access the updated
Handbook, including the Arbitration Program, and certify that they
had read it. McPeak's February 1, 2012 email, expressly required
all employees to acknowledge that they had reviewed the revised
Handbook. See McPeak Decl. Ex. 4. In these circumstances, the court
finds that the Handbook is a contract and the Arbitration Program
is enforceable.
Daniels' argument that he was only asked to "acknowledge" the
revised Handbook and not "agree" to it is not persuasive. See
O'Brien, 422 Mass. at 693. This case is analogous to O'Brien, 422
Mass. at 693, in which the SJC held that "a finding that the terms
of a personnel manual are part of an employees' contract would be
supported if the employee signed the Handbook, manifested assent to
it, or acknowledged understanding its terms, or if the employer
called special attention to the manual." In this case, Raymours
called "special attention" to the manual, including its revisions,

12

and Daniels also acknowledged that he had reviewed it. Therefore,
the fact that Daniels did not specifically state that he was
agreeing to the revisions in the Handbook is not dispositive.
Daniels further argues that the Handbook stated that it was
for "informational purposes" only, and that Raymours reserved the
right to unilaterally modify the contents of the Handbook without
advance notice and at its sole discretion. These arguments were
also presented to the SJC in O'Brien, 422 Mass. at 692-93. In an
earlier decision, Jackson, 403 Mass. at 14-15, the SJC had found it
significant

that

the

employer

retained

the

right

to

change

unilaterally the provisions of the manual. In O'Brien, the SJC
clarified that "[o]n the other hand, if an employee reasonably
believed that the employer was offering to continue the employee's
employment

on

the

terms

stated

in

the

manual,

the

employee

continuing to work after receipt of the manual would be in the
nature of an acceptance of an offer of a unilateral contract and
the promise would not be illusory." 422 Mass. at 692-93.1 As
explained earlier, the Handbook expressly stated that continuing
employment after issuance of the Handbook, or any subsequent
revision, constituted the employee's agreement to the provisions

1

In O'Brien, the SJC found that the employer did not
reserve the right to unilaterally change the provisions. However,
in a footnote, the court observed that "[t]he annual distribution
of new manuals, [...], may support the view that there was a
right to change the manual that employees would reasonably
understand to exist." O'Brien, 422 Mass. at 693 n.3.
13

contained in the Handbook, including any revisions. See Daniels
Decl. at 4. Therefore, Daniels is not correct in contending that
there was not a contract because Raymours reserved the right to
unilaterally modify the terms of the Handbook. See id.
In Jackson, the SJC had also noted that if the manual states
that it only provides guidance as to the employer's policies, it
may not create any enforceable rights. 403 Mass. at 15. In O'Brien,
however, the court clarified its earlier holding by observing that
"other

language

in

the

manual

or

employment

practices

may

demonstrate otherwise." 422 Mass. at 693. The SJC, essentially,
held that even if a manual states that it is for informational
purposes only, that statement is not necessarily determinative of
whether the provisions of the manual create enforceable rights. Id.
at 693. To decide whether the manual does create enforceable
contractual rights, the court must examine all of the language in
the manual or employment practices. Id. As explained earlier, the
conduct of the parties, and the provisions of the Handbook,
indicate

that

the

parties

agreed

to

bind

themselves

to

the

arbitration provisions.
In view of the foregoing, Raymours has satisfied its burden of
proving the existence of a valid agreement to arbitrate that is
binding on Daniels. Daniels' employment-related claims under the
ADA, FMLA, and M.G.L. ch. 151B are within the scope of the
arbitration agreement. Raymours is entitled to invoke the clause to

14

compel arbitration of the claims.
Finally, Daniels argues that it would be "inappropriate" to
compel him to arbitrate his ADA claims. "When a party relies on the
FAA to assert a contractual right to arbitrate a claim arising
under the [ADA], the court must undertake a supplemental inquiry one that may overlap with the standard contract analysis, but is
independent of it." Campbell, 407 F.3d at 552. "That supplemental
inquiry grows out of the principle that while federal statutory
claims can come within an arbitration agreement that is enforceable
pursuant to the FAA, some federal statutory claims may not be
appropriate for arbitration." Id. "[T]he burden is on the party
resisting

arbitration

to

show

(by

means

of

statutory

text,

legislative history, or some inherent conflict between arbitration
and the statute's purposes) that Congress, in enacting a particular
statute, intended to preclude a waiver of a judicial forum for
certain statutory claims." Id.
The First Circuit has held that "the text of the ADA leaves no
doubt that Congress contemplated arbitral resolution of at least
some claims brought thereunder." Id. at 553 (citing Bercovitch v.
Baldwin Sch., Inc., 133 F.3d 141, 151 (1st Cir. 1998)). "The
appropriateness analysis is case-specific," id. at 554, and "hinges
on whether, under the totality of the circumstances, the employer's
communications to its employees afforded some 'minimal level of
notice'

sufficient

to

apprise

those

15

employees

that

continued

employment would effect a waiver of the right to pursue a judicial
claim." Id. at 553 (quoting Rosenberg v. Merrill Lynch, Pierce,
Fenner & Smith, Inc., 170 F.3d 1, 21 (1st Cir. 2005)).
As explained earlier, the Handbook expressly stated that
continuing employment after issuance of this Handbook constitutes
the

associate's

agreement

to

rules,

policies,

practices,

and

procedures contained in the Handbook. Moreover, the Arbitration
Program stated that the program was an essential element of the
associate's continued employment relationship with Raymours &
Flanigan, and was a condition of the associate's employment. Under
the Arbitration Program, the term "Claims" was defined to mean any
compensation

or

employment-related

disputes,

controversies

or

actions between the employees and Raymours that are based on, but
not limited to, any rights under the ADA. See McPeak Decl. Ex. 3 at
3. McPeak's email stated that all associates were required to
acknowledge that they had reviewed the updated Handbook, including
the Arbitration Program. See McPeak Decl. Ex. 4. On February 1,
2012,

Daniels

Program.

In

acknowledged
these

that

circumstances,

he

reviewed

the

court

the
finds

Arbitration
that

the

employer's communications afforded at least the "minimal level of
notice" sufficient to apprise employees that continued employment
would effect a waiver of the right to pursue a judicial claim. See
Campbell, 407 F.3d at 554. More specifically, Daniels had been put
on sufficient notice of the fact that his continued employment with

16

Raymours after the adoption of the Arbitration Program effected a
waiver of his rights to litigate, rather than arbitrate, an alleged
violation of his rights under the ADA. Daniels' argument that
compelling arbitration of his ADA claims would be inappropriate is
not persuasive.

IV.

ORDER
In

view

of

the

foregoing,

it

is

hereby

ORDERED

that

Defendant's Motion to Dismiss and Compel Arbitration (Docket No. 5)
is ALLOWED and this case is DISMISSED.

/s/ Mark L. Wolf
UNITED STATES DISTRICT JUDGE

17