Anderson v. Hansen

550 F.Supp.3d 725

Katherine ANDERSON, et al., Plaintiffs,

v.Jeffrey HANSEN, Defendant.

Case No. 4:20-CV-00991-JAR

United States District Court, E.D. Missouri, Eastern Division.

Signed July 22, 2021

Amy Collignon Gunn, The Simon Law Firm PC, St. Louis, MO, Justin Plaskov, Denison Goodrich-Schlenker, Jester Gibson LLP, Denver, CO, for Plaintiffs.

Clayton Lawrence Dowd, Douglas P. Dowd, Michael Durham, Dowd and Dowd PC, St. Louis, MO, James F. Bennett, Arsenio L. Mims, Dowd Bennett LLP, Clayton, MO, for Defendant.

MEMORANDUM AND ORDER

JOHN A. ROSS, UNITED STATES DISTRICT JUDGE

This matter is before the Court on Defendant Jeffrey Hansen's Motion to Compel Arbitration. (Doc. 47). The motion is fully briefed and ready for disposition. For the reasons discussed below, the motion will be granted in part and denied in part.

I. BACKGROUND

This case concerns the alleged sexual assault of Plaintiff Katherine Anderson by Defendant Jeffrey Hansen in St. Louis, Missouri on August 29-30, 2018. The two were in St. Louis attending a work conference (the "Galaxy Group meeting") for Aflac. Plaintiff Jason Anderson, Katherine Anderson's husband, also worked for Aflac at the time.¹ Plaintiffs claim that Defendant drugged Katherine Anderson at a bar and raped her in her hotel room later that night. (Doc. 1 at ¶¶ 30-56). Plaintiffs settled with Aflac in 2019 on related claims concerning this incident. Although the exact allegations against Aflac are not part of the record in this case,² Plaintiffs explain that they asserted claims for negligent hiring, supervision, and retention related to Aflac's employment of Defendant, as well as various Title VII claims. The Settlement Agreement "specifically excludes [Defendant] Jeffrey Hansen [ ] and thus does not settle any legal claims that the Andersons or either Anderson has or may have against Mr. Hansen in his individual capacity." (Doc. 47-2 at 3).

Plaintiffs subsequently filed this suit against Defendant on July 30, 2020. Katherine Anderson raised the following claims: Battery—administration of an intoxicating substance without consent (Count I); Assault (Count II); False Imprisonment (Count III); Battery—forcible sexual contact (Count IV); and Tortious Interference with Contract, Ongoing Business Relationship, and/or Prospective Business Relations (Count V). (Doc. 1). Plaintiff Jason Anderson brings a claim for Loss of Consortium (Count VI). Defendant raised counterclaims against Katherine Anderson for Defamation (Counterclaim Count I) and Tortious Interference with Contract and Business Relationship (Counterclaim Count II) and against both Plaintiffs for Civil Conspiracy – Defamation (Counterclaim Count III) and Civil Conspiracy – Tortious Interference (Counterclaim Count IV). (Doc. 33).

While working for Aflac, Jeffrey Hansen, Jason Anderson, and Katherine Anderson all signed contracts containing similar arbitration agreements. Plaintiffs’ Associate's Agreements contain the following arbitration language (the "Arbitration Agreements"):

[T]he parties agree that any dispute arising under or related in any way to this Agreement ("Dispute"), to the maximum extent allowed under the Federal Arbitration Act ("FAA"), shall be subject to mandatory and binding arbitration, including any Dispute arising under federal, state or local laws, statutes or ordinances ... or arising under federal or state common law .... It is further agreed that, in any Dispute between the parties, all past and present officers, stockholders, employees, associates, coordinators, agents and brokers of Aflac, who are alleged to be liable or may be liable in any manner to either party based upon the same allegations made against a party to this Agreement, are intended to be third-party beneficiaries of this Arbitration Agreement with full rights to enforce it. Associate also understands and agrees that, regardless of whether Aflac is a party, this Arbitration Agreement shall be applicable to any dispute between Associate and any past and present officers, stockholders, employees, associates, coordinators, agents and brokers of Aflac. (Doc. 47-4 at 19-20, 43-44).

Defendant claims that he is a third-party beneficiary under the Arbitration Agreements and as such this entire action must be submitted to arbitration. Plaintiffs respond that Defendant has waived any right he may have to arbitration and, regardless, their claims fall outside the scope of the Arbitration Agreements.

II. LEGAL STANDARD AND CHOICE OF LAW

The parties agree that the Arbitration Agreements are subject to the Federal Arbitration Act ("FAA"). 9 U.S.C. §§ 1 et seq. The FAA "reflects a liberal federal policy favoring arbitration." Torres v. Simpatico, Inc. , 781 F.3d 963, 968 (8th Cir. 2015) (quoting AT&T Mobility, LLC v. Concepcion , 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) ). When ruling on a motion to compel arbitration, this Court's analysis is limited to "1) whether the agreement for arbitration was validly made³ and 2) whether the arbitration agreement applies to the dispute at hand, i.e., whether the dispute falls within the scope of the arbitration agreement." MedCam, Inc. v. MCNC , 414 F.3d 972, 974 (8th Cir. 2005) (emphasis in original); see also Newspaper Guild of St. Louis, Local 36047, TNG-CWA v. St. Louis Post Dispatch, LLC , 641 F.3d 263, 266 (8th Cir. 2011).

State law governs the threshold question of whether an enforceable agreement exists, as well as the narrower issue of whether non-signatories can enforce such agreement's provisions. Bank of Am., N.A. v. UMB Fin. Servs., Inc. , 618 F.3d 906, 912 (8th Cir. 2010) (citation omitted) But "federal substantive law of arbitrability governs whether the litigants’ dispute falls within the scope of the arbitration agreement." Donaldson Co. v. Burroughs Diesel, Inc. , 581 F.3d 726, 731 (8th Cir. 2009). Valid arbitration agreements are to be "liberally construe[d] ... resolving any doubts in favor of arbitration ... unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." Parm v. Bluestem Brands, Inc. , 898 F.3d 869, 873-74 (8th Cir. 2018) (citation omitted).

To the extent state law applies, the parties contend the contracts are governed either by the law of Colorado, where Plaintiffs signed their contracts and generally worked; Missouri, where the incident allegedly occurred; or Georgia, where Aflac is headquartered. No conflict of laws exists because each state applies virtually identical standards regarding contractual enforcement by third-party beneficiaries. See Eychner v. Van Vleet , 870 P.2d 486, 489 (Colo. App. 1993) ("[A] nonparty may fall within the scope of an arbitration agreement and may bring an action on such contract if that is the intent of the parties."); Peters v. Emps. Mut. Cas. Co. , 853 S.W.2d 300, 301 (Mo. banc 1993) (internal quotation omitted) ("A third-party beneficiary can sue to enforce the contract if the contract terms clearly express an intent to benefit either that party or an identifiable class of which the party is a member."); Donnalley v. Sterling , 274 Ga.App. 683, 618 S.E.2d 639, 641 (2005) (citation omitted) ("In order for a third party to have standing to enforce a contract ... it must clearly appear from the contract that it was intended for his or her benefit."). The Arbitration Agreements’ enforceability is not disputed.

III. ANALYSIS

Defendant contends that the claims at issue in this lawsuit fall within the scope of the Arbitration Agreements because they are "based upon the same allegations made against a party to this [Associate's] Agreement" (i.e. , Aflac) and therefore Defendant is a third-party beneficiary with full rights to enforce the Arbitration Agreements. (Doc. 47-4 at 20, 44). Plaintiffs respond that Defendant has waived his ability to compel arbitration and, regardless, the alleged conduct was not "arising under or related in any way" to the Associate's Agreements. (Id. at 19, 43). Accordingly, Defendant's motion to compel arbitration presents two key questions: first, did Defendant waive his right to arbitration by failing to initiate arbitration until ten months after this case was filed? Second, do any or all of Plaintiffs’ claims fall within the scope of the Arbitration Agreements?

At the outset, the Court notes that Defendant may not compel arbitration on his counterclaims. The Arbitration Agreements may be enforced by third parties "who are alleged to be liable or may be liable in any manner to either party" to the Associate's Agreements. (Doc. 47-4 at 20, 44). The Arbitration Agreements do not provide a right to compel arbitration for claims raised by, rather than against, third-party beneficiaries.

Waiver

Plaintiffs first argue that Defendant cannot invoke the Arbitration Agreements because he has waived his right to compel arbitration. "A party may be found to have waived its right to arbitration if it: (1) knew of an existing right to arbitration; (2) acted inconsistently with that right; and (3) prejudiced the other party by these inconsistent acts." Lewallen v. Green Tree Serv., L.L.C. , 487 F.3d 1085, 1090 (8th Cir. 2007) (internal quotation omitted).

Plaintiffs contend Defendant knew of the third-party beneficiary right to arbitration as early as 2004, when Defendant signed a similar arbitration agreement. Alternatively, Plaintiffs claim Defendant was put on notice of the Arbitration Agreements in November of 2020, when Plaintiffs produced an unsigned copy of the generic Aflac Associate's Agreements as part of their initial disclosures. Plaintiffs further suggest Defendant acted inconsistently with his right to arbitration by filing several motions and engaging in discovery, including by obtaining a mental examination of Katherine Anderson pursuant to Fed. R. Civ. P. 35. Defendant responds that he was not made aware of the Arbitration Agreements until April 24, 2021, when signed Associate's Agreements were produced. Defendant...