Parris, Jr. v. Woman & Infants Hospital of Rhode Island

Filing 14

OPINION AND ORDER denying 6 Motion to Dismiss filed by Women & Infants Hospital of Rhode Island. So Ordered by Judge William E. Smith on 9/21/11. (Jackson, Ryan)

UNITED STATES DISTRICT COURT
DISTRICT OF RHODE ISLAND
___________________________________
)
)
)
Plaintiff,
)
)
v.
)
)
WOMEN & INFANTS HOSPITAL OF
)
RHODE ISLAND,
)
)
Defendant.
)
___________________________________)
THOMAS G. PARRIS, JR.,

C.A. 10-521 S

OPINION AND ORDER
WILLIAM E. SMITH, United States District Judge.
Before the Court is Defendant’s motion to dismiss.

For the

reasons set forth below, the motion is denied.
I.

BACKGROUND
Plaintiff Thomas G. Parris, Jr. (“Parris”) served for over

three decades as a top executive at Defendant Women & Infants
Hospital of Rhode Island (the “Hospital”) and, according to the
Complaint, oversaw its transformation from a secondary treatment
facility

into

a

leading

institution

for

women’s

healthcare.

Parris brought suit under ERISA alleging that the Hospital is
improperly withholding some of the post-retirement compensation
to which he is entitled under various contracts and plans.

The

Hospital moved to dismiss on the grounds that Parris failed to

exhaust

his

administrative

remedies

and

failed

to

submit

to

arbitration.
The Court held a hearing on the motion to dismiss on April
26, 2011.

Subsequently, pursuant to negotiations and several

in-chambers

conferences,

the

parties

agreed

to

resolve

the

administrative exhaustion issue without the involvement of the
Court.
the

Accordingly, the only issue remaining to be decided by

Court

on

this

motion

is

whether

Parris

was

required

to

resort to arbitration.
II.

DISCUSSION
For the purposes of this motion, there are three contracts

at issue:

(1) the Supplemental Executive Retirement Plan (the

“Plan”) instituted by the Hospital in 1987 to provide Parris and
other high-level executives with post-retirement compensation;1
(2) an employment agreement (the “Employment Agreement”) signed
by the parties on January 5, 2000 and effective as of June 1,
1999;

and

(3)

a

termination

agreement

(the

“Termination

Agreement”) entered into by the parties on June 19, 2007.
Section 11 of the Employment Agreement provides:

“Should

any dispute arise hereunder, it shall be resolved by binding
arbitration”

under

specified

procedures.

The

Termination

Agreement (at § 1) terminates parts of the Employment Agreement,
1

This Plan subsequently went through a series of
amendments, but they are immaterial to the present motion, so it
will be simply referred to as the “Plan.”
2

but provides in Section 6 that Section 11 of the Employment
Agreement

survives

this

termination.

Section

6

of

the

Termination Agreement provides, in pertinent part:
Unless a court of competent jurisdiction shall
determine that a claim under the Employment Agreement
is governed by the provisions of the Employees
Retirement Income Security Act of 1974 and not subject
to the provisions of Section 11 of the [Employment]
Agreement, any dispute between the parties relating to
this Agreement, the Employment Agreement, or the
Insurance Program shall be resolved by arbitration in
accordance with the provisions of Section 11 of the
[Employment] Agreement.
The Hospital contends that these provisions require Parris
to seek relief by arbitration, not litigation.

Parris retorts

that arbitration is not required because (1) this dispute arises
not under the Employment Agreement but under the Plan itself and
(2) Section 6 of the Termination Agreement carves out ERISA
claims

from

the

arbitration

provision

in

Section

11

of

the

Employment Agreement.
Parris’s first argument is without merit.

Section 4(f) of

the Employment Agreement specifically incorporates the Plan, so
any

dispute

arising

under

Employment

Agreement;

requirement

to

arbitrate

the

also

the

thus,

Plan

Employment

disputes

arising

arises

under

the

Agreement’s

“hereunder”

also

applies to disputes arising under the Plan.2

2

Indeed, Parris does not challenge the Hospital’s argument
on this point, but merely contends that even if his first
argument is wrong, his second argument is not.
(Opp’n 11 (“If
3

The second argument is more serious.

Parris interprets the

above-quoted provision of the Termination Agreement to mean that
all ERISA claims are excluded from the arbitration requirement.
Thus, according to Parris, since the Complaint alleges an ERISA
claim (a characterization which the Hospital does not dispute),
the arbitration requirement does not apply to the Complaint.
(Opp’n

11.)

contending
related

to

The

instead
the

Hospital
that

Plan

disputes

Section

will

be

6

this

means

governed

interpretation,

that
by

“any

the

dispute

arbitration

provision unless ERISA somehow precluded the enforcement of the
arbitration provision.”

(Reply 3-4.)

It is difficult to resolve this dispute, because Section 6
is less than pellucid.
subject

to

arbitration

Again, it provides that a claim is
“[u]nless

a

court

of

competent

jurisdiction shall determine that [the] claim . . . is governed
by the provisions of [ERISA] and not subject to the provisions
of Section 11 of the [Employment] Agreement . . .” (emphasis
added).

Parris’s interpretation that this provision exempts all

ERISA claims from arbitration is subject to the criticism that
it renders the quoted portion after the “and” superfluous.

This

it is true, as the Hospital argues, that a claim arising from
the ERISA Plan arises also under the Employment Agreement
through its incorporation provision . . ., the Termination
Agreement exempts such a claim from arbitration if it is
determined that the claim is governed by ERISA.”).)

4

criticism

is

not

without

force;

however,

can

be

more

charitably,

interpretation

read

perhaps
not

Parris’s

so

much

to

render the words after the “and” superfluous, but simply as
interpreting the “and” as an “and hence.”
subject

to

arbitration

“[u]nless

a

That is, a claim is
court

of

competent

jurisdiction shall determine that [the] claim . . . is governed
by the provisions of [ERISA] and [hence] not subject to the
provisions of Section 11 of the [Employment] Agreement . . . .”
This

interpretation

Hospital’s

alternative

nonsensical.
claim

is

is

not

perfect,

interpretation,

but

it

which

beats
is

the

simply

The Hospital says this provision means that a

arbitrable

“unless

ERISA

somehow

precluded

the

enforcement of the arbitration provision” (Reply 4), but then
goes on to say that ERISA does not preclude arbitration (id.).3
Under the Hospital’s interpretation, then, Section 6 means that
“all claims are arbitrable except that ERISA claims may not be
arbitrable but actually they too are arbitrable.”
makes no sense.

This simply

If Parris’s interpretation renders part of the

key sentence superfluous, the Hospital’s reading renders all of
it a nullity.

As between two unsatisfactory interpretations of

3

The
Hospital’s
argument,
relying
on
Williams
v.
HealthAlliance Hosps., Inc., 158 F. Supp. 2d 156, 161 (D. Mass.
2001), that ERISA itself does not exempt ERISA claims from
arbitration is beside the point.
Parris does not claim that
ERISA exempts his Complaint from arbitration; he claims that
Section 6 of the Termination Agreement exempts his Complaint
from arbitration.
5

a poorly drafted provision, Parris’s is preferred as the lesser
of two evils.
In reaching this decision, the Court has not lost sight of
the presumption in favor of arbitrability.

As the Supreme Court

has held,
it has been established that where the contract
contains an arbitration clause, there is a presumption
of arbitrability in the sense that an order to
arbitrate the particular grievance should not be
denied unless it may be said with positive assurance
that the arbitration clause is not susceptible of an
interpretation that covers the asserted dispute.
Doubts should be resolved in favor of coverage.
AT & T Techs., Inc. v. Commc’ns Workers of Am., 475 U.S. 643,
650 (1986) (internal quotations and citation omitted).

This

undoubtedly militates against adopting Parris’s interpretation,
given that it is far from foolproof.
On

the

Hospital’s

other

hand,

meaningless

the

alternative

interpretation

arbitrability is a bridge too far.

in

of

adopting

order

to

the
find

If the parties had intended

to make all ERISA claims arbitrable (like all other claims),
they would not have put in the pertinent provision in Section 6
at

all;

they

arbitrable.
quite

would

have

simply

said

that

all

disputes

are

So, the Court is left with Parris’s imperfect but

plausible

interpretation,

and

the

bottom

Parris was not required to resort to arbitration.

6

line

is

that

III. CONCLUSION
For the foregoing reasons, the Hospital’s motion to dismiss
is DENIED.

IT IS SO ORDERED.

/s/ William E. Smith
William E. Smith
United States District Judge
Date: September 21, 2011

7