United States District Court, E.D. Pennsylvania
F. KELLY, Sr. J.
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.
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.)
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:
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.).
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.
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).
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.
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
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 ...