United States District Court, D. Maryland, Southern Division
DEBRA J. BRENT, Plaintiff,
PRIORITY 1 AUTOMOTIVE GROUP, BMW OF ROCKVILLE, Defendant
For Debra J. Brent, Plaintiff: Robert B Fitzpatrick, LEAD ATTORNEY, Robert B Fitzpatrick PLLC, Washington, DC.
For Priority 1 Automotive Group, BMW of Rockville, Defendant: Steven Richard Freeman, LEAD ATTORNEY, Freeman, Wolfe & Greenbaum, P.A., Towson, MD.
Paul W. Grimm, United States District Judge.
Plaintiff Debra J. Brent filed suit, pro se, alleging that her former employer, Priority 1 Automotive Group, BMW of Rockville (" Priority 1" ), terminated her employment in retaliation for participating in protected activity, and thereby violated Title VII of the Civil Rights Act of 1964, 42 U.S.C. § § 2000e et seq. Compl., ECF No. 1. Priority 1 seeks to dismiss the complaint and arbitrate the claim under an alleged arbitration agreement (" Arbitration Agreement" ) that Plaintiff purportedly entered into when her employment commenced. Def.'s Mot. to Dismiss Compl. & Compel Arbitration, ECF No. 6. As Plaintiff sees it, the Arbitration Agreement is not valid because she never received a copy of the employee handbook that contained it (" Employee Handbook" ) nor signed any acknowledgement of such receipt. Because I must treat Defendant's motion to dismiss the complaint as a motion for summary judgment, and a genuine dispute exists as to the validity of the Arbitration Agreement, I will deny the motion. The motion to compel arbitration is denied without prejudice to being resubmitted on request, as this case will proceed with discovery on the validity of the Arbitration Agreement, and I will hold a jury trial to determine this discrete matter of fact. Plaintiff's pending Motion for Leave to File First Amended Complaint, ECF No. 26, is denied without prejudice to being resubmitted on request, following the jury trial on the validity of the Arbitration Agreement.
I. MOTION TO DISMISS COMPLAINT AND COMPEL ARBITRATION
A. Standard of Review
Defendant moves to dismiss the complaint and compel arbitration under the Federal Arbitration Act (" FAA" ), 9 U.S.C. § § 1--15. Congress enacted the FAA " to promote the enforceability of arbitration agreements and to make arbitration a more viable option to parties weary of the ever-increasing 'costliness and delays of litigation.'" Saturn Distribution Corp. v. Williams, 905 F.2d 719, 722 (4th Cir. 1990) (quoting Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 220, 105 S.Ct. 1238, 84 L.Ed.2d 158 (1985) (quoting H.R. Rep. No. 96, 68th Cong., 1st Sess. 2 (1924) (quotation marks omitted))). It " reflects 'a liberal federal policy favoring arbitration agreements.'" Adkins v. Labor Ready, Inc., 303 F.3d 496, 500 (4th Cir. 2002) (quoting Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983)). If an issue is " 'referable to arbitration under an agreement in writing for such arbitration,'"
then a stay is mandatory and a motion to compel must be granted. Id. (quoting 9 U.S.C. § 3).
Relevantly, " 'even though arbitration has a favored place, there still must be an underlying agreement between the parties to arbitrate.'" Adkins, 303 F.3d at 501 (quoting Arrants v. Buck, 130 F.3d 636, 640 (4th Cir. 1997)). Here, Plaintiff challenges the very existence of the Arbitration Agreement, rather than its scope. See Pl.'s Opp'n 1; Pl.'s Supp. Opp'n 8--21. As both parties acknowledge, when a party moves to compel arbitration and the validity of the purported arbitration agreement between the parties is disputed, the motion is treated as one for summary judgment. See Rose v. New Day Fin., LLC, 816 F.Supp.2d 245, 251 (D. Md. 2011); see also id. at 252 n.5 (" If the parties dispute the existence of an arbitration agreement, the court must 'hear the parties' on the issue, and the party alleged to have violated the arbitration agreement is entitled to a jury trial on the existence of an agreement. Standard summary judgment rules apply." (quoting 9 U.S.C. § 4 and citing Shaffer v. ACS Gov't Servs., Inc., 321 F.Supp.2d 682, 684 n.1 (D. Md. 2004))). Therefore, I will treat Defendant's motion as one for summary judgment on the validity of the Arbitration Agreement. See id.; see also Fed.R.Civ.P. 12(d) (requiring conversion of motion to dismiss to motion for summary judgment where, as here, movant attaches affidavits in support that are not integral to the pleadings).
Summary judgment is proper when the moving party demonstrates, through " particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations . .., admissions, interrogatory answers, or other materials," 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), (c)(1)(A); see Baldwin v. City of Greensboro, 714 F.3d 828, 833 (4th Cir. 2013). The question here is " whether a contract to arbitrate was formed," and " unless there is no genuine issue of fact as to whether a contract was formed, the court must submit the question to the jury." Galloway v. Santander Consumer USA, Inc., No. CCB-13-3240, 2014 WL 4384641, at *2 (D. Md. Sept. 3, 2014). To determine whether an arbitration agreement exists, " [c]ourts apply 'ordinary state-law principles that govern the formation of contracts.'" Id . (quoting Noohi v. Toll Bros., Inc., 708 F.3d 599, 607 (4th Cir. 2013) (internal quotation marks and citations omitted)).
Under Maryland law, a contract exists where there is " 'mutual assent (offer and acceptance), an agreement definite in its terms, and sufficient consideration.'" Spaulding v. Wells Fargo Bank, N.A., 714 F.3d 769 (4th Cir. 2013) (quoting CTI/DC, Inc. v. Selective Ins. Co. of Am., 392 F.3d 114, 123 (4th Cir. 2004)). Here, the parties dispute whether Plaintiff accepted the Arbitration Agreement. Priority 1 contends that " Plaintiff entered into an agreement with Defendant in March 2012 that the terms of her employment with Defendant were subject to the policies and provisions contained in Defendant's standard employee information ...