Stillwell v. SLH Vista, Inc. et al

Filing 112

OPINION MEMORANDUM AND ORDER IT IS HEREBY ORDERED that defendant's motion to compel arbitration and dismiss [Doc. No. 51] is GRANTED, and Plaintiff must submit her claims to arbitration. IT IS FURTHER ORDERED that Plaintiff's complaint is dismissed without prejudice. A separate Order of Dismissal in accordance with this Memorandum and Order is entered this same date. 51 Signed by District Judge Henry Edward Autrey on 9/30/16. (CLA)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION

BRITTANY ANN STILLWELL,
Plaintiff,
vs.

SLH VISTA INC., et al.,
Defendants.

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Case No.

4:15CV1465 HEA

OPINION, MEMORANDUM AND ORDER
This matter is before the Court on Defendant’s Motion to Compel
Arbitration, [Doc. No. 51]. Plaintiff opposes the Motion. For the reasons set forth
below, the motion is granted.
Facts and Background
Plaintiff was employed by St. Louis University Hospital beginning on June
8, 2009, as a Graduate Nurse. At the commencement of her employment, Plaintiff
signed an Employee Acknowledgment which acknowledged that Plaintiff received a
copy of the Tenet Employee Handbook and Standards of Conduct. Plaintiff also
acknowledged that she received a copy of the Tenet Fair Treatment Process (FTP).
Plaintiff voluntarily agreed to use the FTP and to submit to final and binding
arbitration any and all claims and disputes except excluded issues that were related
to her employment. The Employee Acknowledgment detailed that Plaintiff

understood that the final and binding arbitration was to be the sole and exclusive
remedy of any claims or disputes against Tenet, its parent, subsidiary, or affiliated
companies or entities and each of its and/or their employees, officers, directors, or
agents.
Plaintiff further acknowledged that under the FTP, both Plaintiff and Tenet
agreed to forego any right to a jury trial on any issues covered by the FTP.
Discussion
The Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., “establishes a
liberal federal policy favoring arbitration.” Torres v. Simpatico, Inc., 781 F.3d 963,
968 (8th Cir. 2015) (quoting AT & T Mobility LLC v. Concepcion, 563 U.S. 333, 339
(2011)). “[T]he FAA limits a district court's initial role in any challenge to an
arbitration agreement to deciding whether ‘the making of the agreement for
arbitration or the failure to comply therewith’ is at issue.” MedCam, Inc. v. MCNC,
414 F.3d 972, 974 (8th Cir. 2005) (quoting 9 U.S.C. § 4). The Court must ask “1)
whether the agreement for arbitration was validly made and 2) whether the
arbitration agreement applies to the dispute at hand, i.e., whether the dispute falls
within the scope of the arbitration agreement.” Id.; see also Torres, 781 F.3d at 968.
“Because ‘arbitration is a matter of contract,’ whether an arbitration provision
is valid is a matter of state contract law, and an arbitration provision may be
‘invalidated by generally applicable contract defenses, such as fraud, duress, or
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unconscionability, but not by defenses that apply only to arbitration or that derive
their meaning from the fact that an agreement to arbitrate is at issue.’ ” Torres, 781
F.3d at 968 (quoting Concepcion, 563 U.S. at 339) (internal quotations omitted).
Under Missouri law, “arbitration agreements are tested through a lens of ordinary
state-law principles that govern contracts, and consideration is given to whether the
arbitration agreement is improper in light of generally applicable contract defenses
...such as fraud, duress, or unconscionability.” Robinson v. Title Lenders, Inc., 364
S.W.3d 505, 515 (Mo. 2012) (internal citation omitted). “If a valid and enforceable
arbitration agreement exists under state-law contract principles, any dispute that
falls within the scope of that agreement must be submitted to arbitration.” Torres,
781 F.3d at 968–69 (citing Faber v. Menard, 367 F.3d 1048, 1052 (8th Cir. 2004)).
An arbitration agreement's scope is interpreted liberally, with any doubts resolved in
favor of arbitration. MedCam, 414 F.3d at 975. A district court should compel
arbitration “unless it may be said with positive assurance that the arbitration clause
is not susceptible of an interpretation that covers the asserted dispute.” Id. (internal
quotations omitted).
Plaintiff argues the arbitration agreement is invalid and does not apply to her
claims. Section 2 of the FAA allows arbitration agreements to be invalidated by
generally applicable contract defenses. Concepcion, 563 U.S. at 339; see also 9
U.S.C. § 2. Plaintiff asserts that the arbitration agreement here is invalid because it
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lacks the essential elements of a valid contract and that her claims are outside the
scope of the FTP, that she signed the acknowledgment under duress and fraudulent
inducement. She further claims that Defendants waived their rights to arbitrate.
Lastly, Plaintiff claims that is an agreement entered into between Defendants and her
labor union replaced the FTP.
“There is a strong national policy in favor of arbitration.” CD Partners, LLC
v. Grizzle, 424 F.3d 795, 800 (8th Cir. 2005). And “The Arbitration Act establishes
that, as a matter of federal law, any doubts concerning the scope of arbitrable issues
should be resolved in favor of arbitration....” Moses H. Cone Mem'l Hosp. v.
Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983). Under the FAA, “[b]roadly
worded arbitration clauses...are generally construed to cover tort suits arising from
the same set of operative facts covered by a contract between the parties to the
agreement.” CD Partners, 424 F.3d at 800 (arbitration clause covering any claim
arising out of or relating to the operation of a franchised business was sufficient to
include a fraudulent misrepresentation claim made by franchisee against principals
of franchisor); see also PRM Energy Systems, Inc. v. Primenergy, L.L.C., 592 F.3d
830, 836-37 (8th Cir. 2010) (finding arbitration clause covering “all disputes arising
under” the agreement was “generally broad” in scope and holding that arbitration
may be compelled “as long as the underlying factual allegations simply touch
matters covered by the arbitration provision”); 3M Co. v. Amtex Sec., Inc., 542 F.3d
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1193, 1199 (8th Cir. 2008) (implying that clauses requiring arbitration of “any” or
“all” disputes should be interpreted extensively”).
Agreements to arbitrate disputes are enforceable and strongly favored under
federal law. Concepcion, 563 U.S. at 339 (2011). If such an agreement is valid, a
“court[ ] must rigorously enforce [it] according to [its] terms.” Am. Exp. Co. v.
Italian Colors Rest., 133 S. Ct. 2304, 2309 (2013). Yet an arbitration agreement
must still comply with the principles of contract law. See 9 U.S.C. § 2; Rent-A-Ctr.,
W., Inc. v. Jackson, 561 U.S. 63, 67 (2010). In Missouri, a contract must contain an
“offer, acceptance, and bargained for consideration.” Johnson v. McDonnell
Douglas Corp., 745 S.W.2d 661, 662 (Mo. banc 1988). An arbitration agreement is
unenforceable if it lacks these required elements.
Plaintiff argues that because the Employee Handbook is subject to change, it
does not constitute a valid offer. Plaintiff’s reliance on this argument is misplaced.
The FTP is a separate contract which contains all the requisites of a valid contract in
Missouri-offer, acceptance and consideration. The FTP contains the provisions
that it is not subject to change without notification to Plaintiff. There is no ability to
unilaterally modify the FTP.
Plaintiff signed the Employee Acknowledgment wherein it is specifically
detailed that all disputes are subject to arbitration. Through the acknowledgement
and Plaintiff’s employment with Defendants, she clearly accepted the offer.
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Plaintiff accepted the offer from Defendants. Although Plaintiff claims that she
was subject to duress and that she was fraudulently induced into signing the
Employee Acknowledgment, her claims are without merit. The Acknowledgment
itself clearly details the terms of the agreement to arbitrate. Even assuming that
Plaintiff was told that the Acknowledgment was an acknowledgment of the
Employee Handbook, the document itself specifically details the terms and
agreements regarding arbitration. Dorsch v. Family Medicine, Inc., 159
S.W.3d424, 436 (Mo.App. 2005).
Likewise, Plaintiff has not established that she was indeed under duress in
signing the Acknowledgment. As Defendants correctly argue, in order to establish
duress, Plaintiff must have been “so oppressed from the wrongful conduct of another
as to deprive [her] of free will.” Schmalz v. Hardy Salt Co., 739 S.W.2d 765, 768
(Mo.App 1987) Plaintiff was free not to sign the Acknowledgment, and her
employer’s requirement that she sign the document in order to secure employment
does not rise to the level of duress. Id.
Plaintiff also contends there was no consideration given in exchange for her
signing the Employee Acknowledgment. Contrary to Plaintiff’s position, the FTP
was an independent contract between the parties and the parties' mutual promise to
arbitrate constitutes sufficient consideration if that promise was binding upon both
sides. Baker v. Bristol Care, Inc., 450 S.W.3d 770, 776 (Mo. banc 2014). A
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promise is binding rather than illusory if neither “party retains the unilateral ability
to avoid its contractual obligations.” Morrow v. Hallmark Cards, Inc., 273 S.W.3d
15, 30 (Mo. Ct. App. 2008).
Plaintiff also argues that the Memorandum of Agreement that her nurses’
union entered into with Defendants replaced the FTP. This position is completely
contrary to the facts surrounding the separate circumstance of the Memorandum of
Agreement. The parties to the Memorandum specifically detailed that it did not in
any way affect the binding nature of the FTP.
Plaintiff fails to demonstrate that Defendants waived their arbitration rights.
Nowhere in the record is it established that Defendants acted in contravention of the
agreement to arbitrate, nor is there any indication that Plaintiff was prejudiced in any
way through any actions taken with regard to this action such that arbitration has
been waived. See Berhorst v. J.L. Mason of Mo., Inc., 764 S.W.2d 659, 662
(Mo.App. 1988).
Plaintiff’s claims that she was wrongfully discharged and that her rights have
been violated fall squarely within the provisions of the arbitration agreement found
in the FTP, which Plaintiff agreed to when she signed the Employee
Acknowledgment. Plaintiff has presented no valid reasons to avoid the arbitration
agreement, and she is therefore bound to pursue her claims in arbitration.

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“[W]here all the claims against all parties are subject to arbitration, dismissal
of the action is proper.” Iappini v. Silverleaf Resorts, Inc., 116 F. Supp. 3d 932, 943
(E.D. Mo. 2015) (citing Stifel, Nicolaus & Co. v. Freeman, 924 F.2d 157, 158 (8th
Cir. 1991)). Therefore, the Court will grant Defendants’ request to dismiss, rather
than stay, the action.
Conclusion
Plaintiff has failed to satisfy her burden of establishing that the arbitration
agreement she voluntarily entered into is invalid. As such, Plaintiff is required to
abide by the agreement and pursue her claims in arbitration.
Accordingly,
IT IS HEREBY ORDERED that defendant's motion to compel arbitration
and dismiss [Doc. No. 51] is GRANTED, and Plaintiff must submit her claims to
arbitration.
IT IS FURTHER ORDERED that Plaintiff's complaint is dismissed
without prejudice.
A separate Order of Dismissal in accordance with this Memorandum and
Order is entered this same date.
Dated this 30th day of September, 2016.
________________________________
HENRY EDWARD AUTREY
UNITED STATES DISTRICT JUDGE
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