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
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