Buckmire v. LaserShip Inc.

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ANDERSON BUCKMIRE and JUSTIN NARDONE, individually and on behalf of all others similarly situated, Plaintiffs, v. LASERSHIP, INC., Defendant.

No. 1:20-cv-01493 (PTG/IDD)

United States District Court, E.D. Virginia, Alexandria Division

September 29, 2022

MEMORANDUM OPINION & ORDER

Patricia Tolliver Giles United States District Judge

This matter comes before the Court on Defendant LaserShip Inc.'s (“LaserShip” or “Defendant”) Motion to Compel Arbitration (Dkt 20).

Plaintiffs Anderson Buckmire and Justin Nardone (collectively “Plaintiffs”) have worked as delivery drivers for Defendant since approximately 2017. Dkt. 1 (“Compl.”) ¶¶ 4-5. On December 4, 2020 Plaintiffs filed a Complaint in the United States District Court for the Eastern District of Virginia, seeking class certification and alleging Defendant (1) violated Massachusetts law concerning the classification of independent contractors and wage payment, Mass. Gen. Laws ch. 149, §§ 148,148B; (2) violated Massachusetts law concerning overtime pay, Mass. Gen. Laws ch. 151, § 1A; and (3) was unjustly enriched. Id. ¶¶ 27-39. Defendant filed the present Motion to Compel Arbitration on January 13, 2021, seeking to compel Plaintiffs to individual, bilateral arbitration pursuant to the arbitration provision within the written independent contractor agreements Plaintiffs signed in 2019. Dkt. 20 at 1.

The issue before the Court is whether to grant Defendant's Motion to Compel Arbitration under the Virginia Uniform Arbitration Act (“VUAA”).^[1] For the reasons that follow, the Court grants Defendant's Motion to Compel because the parties entered into a valid arbitration agreement under the VUAA with an enforceable class action waiver under Virginia conflict-of-law rules. While the arbitrability of Plaintiffs' choice-of-law dispute-that is, their arguments that Massachusetts substantive law applies instead of Virginia substantive law to their wage and overtime claims-is an issue properly submitted to the arbitrator, such a dispute does not constitute grounds for revocation or preclude enforcement of the arbitration provision here.

I. BACKGROUND

Plaintiffs have worked as delivery drivers for Defendant since approximately 2017.

Compl. ¶¶ 4-5. Defendant is headquartered in Vienna, Virginia and provides package delivery services in the Midwest and East Coast of the United States, including in Massachusetts, which is serviced by a facility in Woburn, Massachusetts. Id. ¶ 6; Dkt. 20-1 at 6. Plaintiffs allege that they are Massachusetts citizens and report to Defendant's terminal in Woburn, Massachusetts on workdays. Compl. ¶¶ 4-6,9; Dkt. 20-1 at 7. Defendant alleges that drivers based out of its Woburn terminal deliver packages across Massachusetts and New Hampshire. Dkt. 20-1 at 7.

Defendant alleges that it contracts with independent contractors to perform package deliveries. Id. at 6. Buckmire signed an Independent Contractor Agreement on November 20, 2018 and signed an updated version on May 16, 2019. See Dkt. 20-2 at 4-24 (Ex. A to Deci, of Didier Milongo (“2018 Buckmire Independent Contractor Agreement”)); id. at 37-60 (Ex. B to Deci, of Didier Milongo (“2019 Buckmire Independent Contractor Agreement”)). Nardone signed an Independent Contractor Agreement on August 13, 2018 and signed an updated version on May 17, 2019. See id at 73-93 (Ex. C to Deci, of Didier Milongo (“2018 Nardone Independent Contractor Agreement”)); id. at 106-29 (Ex. D to Deci, of Didier Milongo (“2019 Nardone Independent Contractor Agreement”)). The 2019 Independent Contractor Agreements signed by Buckmire and Nardone (together, “the ICA”) are identical.

Paragraph 19 of the ICA provides that Virginia law governed “any disputes and claims arising under, out of, or in connection with or relating to” the ICA (“choice-of-law provision”):

19. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, both as to interpretation and performance, without regard to the choice of law rules of such Commonwealth or any other jurisdiction. Virginia law shall govern any disputes and claims arising under, out of, or in connection with or relating to this Agreement, any prior agreements between the parties, any current or prior relationship between the parties, any other dealings between the parties, or to any aspect of the relationship between the parties to this Agreement. Contractor hereby expressly waives, to the fullest extent legally possible, all rights and protections of any state law other those contained in the laws of the state of Virginia.

Id. at 53-54, 122-23. The ICA also provides that contractors waived their right to participate in any class or collective action:

21. Waiver. CONTRACTOR AND CONTRACTOR'S WORKERS WAIVE ANY RIGHT TO INITIATE, JOIN (I.E., OPT IN TO), REMAIN IN (I.E., NOT OPT OUT OF), OR OTHERWISE PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION BROUGHT AGAINST CARRIER, INCLUDING BUT NOT LIMITED TO SUCH ACTIONS BROUGHT UNDER STATE OR FEDERAL LAW AND THOSE ARISING UNDER THE FAIR LABOR STANDARDS ACT.

Id. at 54, 123.

Paragraph 22 of the ICA notifies the contractor of a provision that required all parties to submit to arbitration for the majority of claims (“the arbitration provision”):

22. Dispute Resolution. Section 22 of this Agreement requires each party to arbitrate any claims it may have against the other. That provision prohibits the parties from bringing class, collective, consolidated, or representative actions against each other, and waives the parties' right to a jury trial (the “Arbitration Provision”). The Arbitration Provision is optional and not a condition of this Independent Contactor Agreement. Contractor may opt out of the agreement to arbitrate if it so chooses.

a. Disputes Covered by this Arbitration Provision. Except as provided in Section 22(b), any dispute (including any request for preliminary or other injunctive relief) between the Parties existing at the time this Arbitration Provision is signed or arising out of or relating to any acts, omissions, conditions, or events during the term of this Arbitration Provision, including but not limited to those arising out of or relating to any Transportation Agreement or other services agreement between the Parties or to any claim of breach of contract, tort, fraud, or other violation or cause of action under the statutes, regulations, common law, or other requirements of any applicable government authorities, whether local, state, Federal, or foreign, including but not limited to the Fair Labor Standards Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Employee Retirement Income Security Act, and other Federal labor, employment, or transportation law, and State labor, employment, or transportation law (together, “Claims”), shall be submitted to final and binding arbitration to be administered by the American Arbitration Association (“AAA” or the “Administrator”) in accordance with (a) the Commercial Arbitration Rules (and related arbitration rules governing requests for preliminary or other injunctive relief) of the AAA, copies of which are available online at www.adr.org or from LaserShip upon request, or of such other arbitration organization as the Parties agree on in writing, (b) the Federal Arbitration Act (9 U.S.C. § 1 et seq.\ with respect to which the Parties agree that this Arbitration Provision is not exempt, or if the Federal Arbitration Act is held not to control the arbitration, the arbitration laws of the State of Virginia, and (c) the procedures set forth herein. If for any reason the AAA is unable to serve as the arbitration administer, JAMS shall serve as the administrator (in the event JAMS is also unable to serve as the arbitration administer, the Parties shall confer in good faith to mutually select an arbitration administer). Nothing contained in this Arbitration Provision shall be construed to prevent or excuse Contractor from utilizing any procedure for resolution of complaints established in any other agreement between the Parties (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures.

Id. at 54-55, 123-24. The arbitration provision delegates nearly all issues regarding “the interpretation or application... including the enforceability, revocability or validity” of the arbitration provision to the arbitrator, except for “the issue of the availability of class, collective, consolidated, or representative arbitration of claims” (“delegation sub-provision”):

c. Issues Delegated to an Arbitrator. An arbitrator shall decide all issues arising out of or relating to the interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of this Arbitration Provision or any portion of it, except the issue of the availability of class, collective, consolidated, or representative arbitration of claims, which issue shall be reserved.

Id. at 55-56, 124-25. The arbitration provision contains a sub-provision (“class action waiver”) that specifically waived “class, collective, consolidated, and representative arbitration” and provides that if a court (or arbitrator) found the class waiver unenforceable, the entire arbitration provision would be rendered “null and void”:

d. This Arbitration Provision Waives Class, Collective, Consolidated, And Representative Actions. THE PARTIES AGREE THAT NO CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION OF CLAIMS SHALL BE ALLOWED AND THAT THE ARBITRATOR IS NOT EMPOWERED TO CERTIFY, CONDUCT, OR AWARD RELIEF IN ANY SUCH ARBITRATION. IF A COURT OR ARBITRATOR NEVERTHELESS ALLOWS OR REQUIRES A CLASS, COLLECTIVE,

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