WILLIAMS v. TESLA, INC. et al, No. 1:2018cv04120 - Document 17 (D.N.J. 2018)
Court Description: OPINION. Signed by Judge Joseph H. Rodriguez on 12/11/2018. (rss, )
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WILLIAMS v. TESLA, INC. et al Doc. 17 UNITED STATES DISTRICT COURT DISTRICT OF NEW J ERSEY ADAM WILLIAMS, Plaintiff, v. : Hon. J oseph H. Rodriguez : Civil Action No. 18-4120 : OPINION TESLA, INC.; TESLA MOTOR, INC.; TESLA, INC. d/ b/ a TESLA MOTORS, INC.; Defendants. : : : This m atter is before the Court on m otion of Defendant Tesla, Inc. for an Order to compel arbitration of Plaintiff Adam William s’ claim s pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 and to dism iss Plaintiff’s Com plaint. Having considered the parties’ subm issions, the Court decides this m atter without oral argument pursuant to Federal Rule of Civil Procedure 78. For the reasons stated below, this Court grants Defendant’s m otion to com pel arbitration and dismiss the Com plaint. Background The Com plaint alleges that Plaintiff worked for Defendant for approximately six years, during which tim e he becam e aware of allegedly “illegal and/ or fraudulent” business practices, which he reported on several occasions to his supervisors. See Com pl. ¶ 4-8. Plaintiff contends that, as a 1 Dockets.Justia.com result, he was dem oted twice and then term inated from Defendant’s em ploy in violation of the Conscientious Em ployee Protection Act (“CEPA”), N.J . Stat. Ann. § 34:19-1. Prior to com m encing employment with Defendant, as a condition of em ploym ent, Plaintiff signed an Arbitration Agreem ent as part of an offer letter on September 3, 20 12. The letter states: To ensure the rapid and econom ical resolution of disputes that m ay arise in connection with your em ployment with Tesla, you and Tesla agree that any and all disputes, claim s, or causes of action, in law or equity, arising from or relating to your em ploym ent, or the term ination of your em ploym ent, will be resolved, to the fullest extent perm itted by law by binding arbitration per Attachm ent A, and that y ou are w aiving y our right to a jury trial. (Ward Decl., Ex. A, p. 2; em phasis in original.) The Arbitration Agreement further provides: To ensure the rapid and econom ical resolution of disputes that m ay arise in connection with your em ployment with Tesla, you and Tesla agree that any and all disputes, claim s, or causes of action, in law or equity, arising from or relating to your em ploym ent, or the term ination of your em ploym ent, will be resolved, to the fullest extent perm itted by law by binding arbitration in San Francisco California conducted by the J udicial Arbitration and Mediation Services/ Endispute, Inc. (“J AMS”), or its successors, under the then current rules of J AMS for em ployment disputes. Accordingly, you and Tesla agree to an arbitration in which: a. you are waiving any and all rights to a jury trial but all court rem edies will be available in arbitration; and 2 b. all disputes between you and the Company shall be fully and finally resolved by binding arbitration that provides for adequate discovery; and c. all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion; and d. Tesla shall pay all arbitration fees in excess of those which would be required if the dispute was filed in a court of law. (Id.) By letter to Plaintiff’s counsel dated March 14, 20 18, Defendant stated its willingness to arbitrate the matter in New J ersey, rather than California. (Nelson Decl., ¶ 4.) Discussion The FAA creates “a strong federal policy” of resolving parties’ disputes through arbitration by enforcing the parties’ arbitration agreements. Puleo v. Chase Bank USA, N .A., 60 5 F.3d 172, 178 (3d Cir. 20 10 ) (en banc) (citation om itted). Before com pelling arbitration, however, courts m ust be satisfied that the parties have an agreement to arbitrate, because “arbitration is a m atter of contract and a party cannot be required to subm it to arbitration any dispute which he has not agreed so to subm it.” AT & T Techs., Inc. v. Com m c’ns W orkers of Am ., 475 U.S. 643, 648 (1986) (citations om itted). The Court m ust decide, first, whether “there is an agreem ent to arbitrate” and, second, whether “the dispute at issue falls within the scope 3 of that agreement.” Century Indem . Co. v. Certain Underw riters at Lloy d’s, London, subscribing to Retrocessional Agreem ent Nos. 950 548, 950 549, & 950 646, 584 F.3d 513, 523 (3d Cir. 20 0 9). When the parties have a valid arbitration agreement, “any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration[.]” Mitsubishi Motors Corp. v. Soler Chry sler-Ply m outh, Inc., 473 U.S. 614, 626, 10 5 S.Ct. 3346, 87 L.Ed.2d 444 (1985) (citation om itted). Standard of Review As to the first consideration, a district court “m ust initially decide whether the determination is m ade under [Federal Rule of Civil Procedure] 12(b)(6) or 56.” Sanford v. Bracew ell & Guiliani, LLP, 618 F. App’x 114, 117 (3d Cir. 20 15). The Rule 12(b)(6) standard is appropriate where “it is apparent, based on the ‘face of a com plaint, and docum ents relied upon in the com plaint,’ that certain of a party’s claim s ‘are subject to an enforceable arbitration clause.’” Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 776 (3d Cir. 20 13) (citations om itted). The Rule 56 standard is appropriate where: (1) “‘the m otion to com pel arbitration does not have as its predicate a com plaint with the requisite clarity’ to establish on its face that the parties agreed to arbitrate,” or (2) “the opposing party has come forth with reliable evidence that is 4 m ore than a ‘naked assertion . . . that it did not intend to be bound’ by the arbitration agreement, even though on the face of the pleadings it appears that it did.” Id. at 774. Sum m ary judgm ent under Rule 56 is appropriate if the record dem onstrates that there is no genuine issue as to any m aterial fact, and, construing all facts and inferences in a light m ost favorable to the non-m oving party, “the m oving party is entitled to a judgm ent as a matter of law.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986) (citing Fed. R. Civ. P. 56); see also Pollock v. Am . Tel. & Tel. Long Lines, 794 F.2d 860 , 864 (3d Cir. 1986). In this case, the existence of an agreement to arbitrate is not apparent from the face of Plaintiff’s Com plaint, which does not mention the Arbitration Agreement or attach the Arbitration Agreement as an exhibit. Instead, Defendant’s m otion to com pel arbitration relies exclusively on m atters outside the pleadings. Accordingly, the Rule 56 standard governs. As Plaintiff does not request discovery or contest the Arbitration Agreement’s existence, the Court will consider Defendant’s m otion on the existing record. See Par-Knit Mills, Inc. v. Stockbridge Fabrics Co., 636 F.2d 51, 54, n.9 (3d Cir. 1980 ) (holding the existence of an agreement to arbitrate may be decided by the court as a m atter of law “when there is no genuine issue of fact concerning the form ation of the agreem ent”). 5 Validity and Enforceability of the Arbitration Clause General state law principles are utilized to determ ine whether the parties have agreed to arbitrate. Alim ents Krispy Kernels, Inc. v. N ichols Farm s, 851 F.3d 283, 289 (3d Cir. 20 17). Here, the parties acknowledge that New J ersey law determ ines whether there was an agreem ent to arbitrate. Under New J ersey contract principles, “[a]n enforceable agreement requires m utual assent, a meeting of the m inds based on a com m on understanding of the contract term s.” Morgan v. Sanford Brow n Inst., 137 A.3d 1168, 1180 (N.J . 20 16). “[A]ny contractual waiver-of-rights provision m ust reflect that the party has agreed clearly and unam biguously to its term s.” Atalese v. U.S. Legal Servs. Grp., L.P., 99 A.3d 30 6, 313 (N.J . 20 14) (internal quotation and citation om itted). “No particular form of words is necessary to accom plish a clear and unam biguous waiver of rights.” Atalese, 99 A.3d at 314. “Whatever words com pose an arbitration agreement, they m ust be clear and unam biguous that a [party] is choosing to arbitrate disputes rather than have them resolved in a court of law. In this way, the agreem ent will assure reasonable notice to the [party].” Id. at 316. “The point is to assure that the parties know that in electing arbitration as the exclusive remedy, they are waiving their tim e-honored right to sue.” Id. at 314 (citation om itted). 6 “When a party enters into a signed, written contract, that party is presum ed to understand and assent to its term s, unless fraudulent conduct is suspected.” Stelluti v. Casapenn Enters., LLC, 1 A.3d 678, 690 (N.J . 20 10 ). “Failing to read a contract does not excuse performance unless fraud or m isconduct by the other party prevented one from reading.” Gras v. Assocs. First Capital Corp., 786 A.2d 886, 894 (N.J . Super. Ct. App. Div. 20 0 1) (citation om itted); see also Henningsen v. Bloom field Motors, Inc., 161 A.2d 69, 84 (N.J . 1960 ) (describing same as a “general principle” of contract law). Plaintiff does not dispute the existence or authenticity of the Arbitration Agreement. Rather, he argues that the Agreem ent is not clear as to what claim s are arbitrable. The Court disagrees. The Agreement states: “any and all disputes, claim s, or causes of action, in law or equity, arising from or relating to your employment, or the term ination of your em ploym ent, will be resolved, to the fullest extent perm itted by law by binding arbitration.” Plaintiff’s claim s arise out of his em ployment, or the term ination thereof. In support of his argum ent, Plaintiff points to the language in the Arbitration Agreement that states: Arbitrable claims do not include, and this Agreement does not apply or otherwise restrict, adm inistrative claim s [he] m ay 7 bring before any governmental agency where, as a m atter of law, the parties m ay not restrict your ability to file such claim s (including the Equal Em ploym ent Opportunity Com m ission or its state equivalent, and the National Labor Relations Board). This language provides Plaintiff with notice of his right to file an adm inistrative charge with any governm ent agency, such as the EEOC or its state equivalent. Those rights cannot be waived by agreement. See Beery v. Quest Diagnostics, Inc., 953 F. Supp. 2d 531, 546-48 (D.N.J . 20 13) (enforcing arbitration agreement and holding that “[t]he EEOC’s power to investigate a charge of discrim ination is unquestioned, and it cannot be subverted by an agreement to which EEOC is not a party”). Additionally, CEPA does not provide for adm inistrative action before a governm ent agency. See N.J . Stat. Ann. § 34:19-5 (“Upon a violation of any of the provisions of this act, an aggrieved employee or former em ployee m ay, within one year, institute a civil action in a court of com petent jurisdiction.”). The Court therefore finds that Plaintiff’s CEPA claim is subject to arbitration under the unambiguous term s of the Arbitration Agreement that he signed. See Martindale v. Sandvik, Inc., 80 0 A.2d 872, 883 (N.J . 20 0 2) (enforcing an arbitration agreem ent containing language covering “all disputes relating to em ploym ent with [defendant] or term ination thereof” because the “language in the arbitration agreem ent not only was 8 clear and unambiguous, it was also sufficiently broad to encom pass reasonably plaintiff’s statutory causes of action”). Conclusion Accordingly, this Court finds the parties entered into an enforceable agreement to arbitrate the instant dispute. Defendant's motion to com pel arbitration will be granted and Plaintiff’s Complaint will be dism issed. An appropriate Order follows this Opinion. Dated: Decem ber 11, 20 18 / s/ J oseph H. Rodriguez J OSEPH H. RODRIGUEZ U.S.D.J . 9
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