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Curtis v. Cintas Corp.

United States District Court, E.D. Pennsylvania

January 17, 2017

SEAN CURTIS, Plaintiff,
v.
CINTAS CORPORATION, Defendant.

          MEMORANDUM

          ROBERT F. KELLY, Sr. J.

         Presently before the Court is a Motion to Dismiss or, Alternatively, to Stay Proceedings Pending Arbitration filed by Defendant, Cintas Corporation (“Cintas”), the Response in Opposition filed by Plaintiff, Sean Curtis (“Curtis”), and the Reply by Cintas. For the reasons set forth below, we grant Cintas' Motion.

         I. BACKGROUND

         The Complaint states that Cintas is involved in “supplying identity uniform programs, providing entrance and logo mats, restroom supplies, promotional products, first aid, safety, fire protection products and services, and industrial carpet and tile cleaning.” (Compl. ¶ 12.) On or about February 11, 2013, Cintas hired Curtis as a “catalog manager.” (Id. ¶ 25.) On that same day, Curtis entered into a written employment agreement (“Employment Agreement”) with Cintas. (Def.'s Mem. Law Support Mot. to Dismiss/Stay at 2-3, Ex. 1A (Agreement); Pl.'s Opp'n Def.'s Mot. to Dismiss/Stay at 8.)

         Section 8 of the Employment Agreement contains the parties' agreement to arbitrate (“Arbitration Agreement”). (Def.'s Mem. Law Support Mot. to Dismiss/Stay; Ex. 1A ¶ 8.). In Section 8, the parties agreed, in pertinent part, as follows:

         8. EXCLUSIVE METHOD OF RESOLVING DISPUTES OR DIFFERENCES.

Should any dispute or difference arise between Employee and Employer concerning whether either party at any time violated any duty, right, law, regulation, public policy, or provision of this Agreement, the parties will confer and attempt in good faith to resolve promptly such dispute or difference. The rights and claims of Employer covered by this Section 8, including the arbitration provisions below, include Employer's claims for damages, as well as reasonable costs and attorneys' fees, caused by Employee's violation of any provision of this Agreement or any law, regulation or public policy. The rights and claims of Employee covered by this Section 8, including the arbitration provisions below, include Employee's rights or claims for damages as well as reasonable costs and attorneys' fees, caused by Employer's violation of any provision of this Agreement or any law, regulation or public policy. The rights and claims of Employee covered by this Section 8, including the arbitration provisions below, specifically include but are not limited to all of Employee's rights or claims arising out of or in any way related to Employee's employment with Employer, such as rights or claims arising under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended (including amendments contained in the Civil Rights Act of 1991), . . . 42 U.S.C. §1981, . . . state antidiscrimination statutes, other state or local laws regarding employment, common law theories such as breach of express or implied contract, wrongful discharge defamation, and negligent or intentional infliction of emotional distress. . . .
Either party desiring to pursue a claim against the other party will submit to the other party a written request to have such claim, dispute or difference resolved through impartial and confidential arbitration. The place of arbitration shall be in the county and state where Employee currently works for Employer or most recently worked for Employer. . . .

(Id. at 2; Ex. 1A ¶ 8.).

         In 2015, Curtis' employment with Cintas was terminated. (Compl. ¶ 80.) On June 30, 2016, Curtis filed a Complaint asserting claims for race discrimination and retaliation under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981 and the Pennsylvania Human Relations Act. (See id.) Cintas filed the present Motion to Dismiss or, Alternatively, to Stay Proceedings Pending Arbitration arguing that all of Curtis' claims are covered by Section 8 of the Employment Agreement. (See Def.'s Mem. Law Support Mot. to Dismiss/Stay; Def.'s Reply.) Curtis does not argue that his claims are outside the scope of the Arbitration Agreement; rather, he asserts that the Arbitration Agreement is unenforceable under Pennsylvania law because it is unconscionable. (Pl.'s Opp'n Def.'s Mot. to Dismiss/Stay at 6.) Since the scope of the Arbitration Agreement is not at issue, the sole issue to be decided is whether a valid arbitration agreement exists. For the reasons set forth below, this Court finds the Arbitration Agreement is valid and, therefore, enforceable.

         II. LEGAL STANDARD

         In order to determine whether a valid arbitration agreement exists, we must initially decide whether that determination is made under Federal Rule of Civil Procedure 12(b)(6) or 56, and, thus, what materials may be considered. See Sanford v. Bracewell & Guiliani, LLP, 618 F. App'x 114, 117 (3d Cir. 2015). “Motions to compel arbitration are reviewed under Rule 12(b)(6) ‘[w]here the affirmative defense of arbitrability of claims is apparent on the face of a complaint (or . . . documents relied upon in the complaint).'” Id. (quoting Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 773-74 (3d Cir. 2013)). “If the motion to compel arbitration is not based on a complaint ‘with the requisite clarity' to establish arbitrability or ‘the opposing party has come forth with reliable evidence that is more 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, ' resort to discovery and Rule 56 is proper.” Id. (quoting Guidotti, 716 F.3d at 774).

         Curtis does not mention the Employment Agreement in his Complaint; however, it is clearly integral to his claims. See Hewitt v. Rose Grp., No. 15-5992, 2016 WL 2893350, at *2 n.1 (E.D. Pa. Mar. 21, 2016) (“It would frustrate the purposes of the Federal Arbitration Act if plaintiffs could avoid having their claims quickly compelled to arbitration simply by failing to mention the existence of clearly applicable arbitration agreements in their complaints.”) Cintas attached the Employment Agreement to its Motion, and Curtis does not contest its authenticity. (See Def.'s Mot. to Dismiss/Stay; Ex. 1A.) Since there is no question that the Employment Agreement is integral to Curtis' claims, and there is no dispute of its authenticity, we will consider it.

         Finding that arbitrability is facially established, the Rule 12(b)(6) standard applies. See Guidotti, 716 F.3d at 776 (stating, under the Rule 12(b)(6) standard, “[w]e consider only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant's claims are based upon these documents”) (citation omitted); see also In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997) (stating that even if a “[c]omplaint does not explicitly refer to or cite [a document] . . . the critical [issue] is whether the claims in the complaint are ‘based' on an extrinsic document and not merely whether the extrinsic document was explicitly cited”); Pension Benefit Guaranty Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993) (“[A] court may consider an undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims are based on the document. Otherwise, a plaintiff with a legally deficient claim could survive a motion to dismiss simply by failing to attach a dispositive document on which it relied.”). Thus, pursuant to Federal Rule of Civil Procedure 12(b)(6), we accept as true the facts plead in the Complaint construing them in the light most favorable to Curtis. See Fed.R.Civ.P. 12(b)(6).

         Besides the Employment Agreement, Cintas has attached material outside of the pleadings to its Motion. (See Def.'s Mot. to Dismiss/Stay; Exs. 1, 2, 2A, 2B.) We have not considered any of the additional documents referenced by Cintas in deciding this Motion other than the Employment Agreement. Also, we note that no discovery is needed because any further development of the factual ...


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