Casale v. Ecolab Inc.

585 F.Supp.3d 99

Samuel CASALE, Plaintiff,

v.ECOLAB INC., et al., Defendants.

Docket No. 2:21-cv-00126-NT

United States District Court, D. Maine.

Signed February 14, 2022

Danielle M. Quinlan, Laura H. White, White & Quinlan, Kennebunk, ME, for Plaintiff.

K. Joshua Scott, Samuel H. Martin, Jackson Lewis LLP, Portsmouth, NH, for Defendants.

ORDER ON DEFENDANTS’ MOTION TO COMPEL ARBITRATION

Nancy Torresen, United States District Judge

Before me is the Defendants’ motion to compel arbitration and to dismiss or stay the Complaint ("Defs.’ Mot. ") (ECF No. 15). For the reasons stated below, the motion is GRANTED .

BACKGROUND¹

From 1995 until 2011, Plaintiff Samuel Casale worked in sales for Defendant Nalco Company LLC ("Nalco "). Compl. ¶¶ 5, 11–17 (ECF No. 1). Mr. Casale was a beneficiary of, and was vested in, the Nalco Company Retirement Income Plan. Compl. ¶ 19. In 2011, Defendant Ecolab, Inc. ("Ecolab ") acquired Nalco. Compl. ¶ 21. After this acquisition, Mr. Casale was entitled to participate in two different pension plans, the Legacy Nalco Defined Benefit Pension Plan (the "Legacy Nalco Plan ") and Ecolab's Cash Balance Defined Benefit Pension Plan (the "ECB Plan ") (collectively, the "Plans "). Compl. ¶¶ 23, 65. Although Mr. Casale's interest in the Legacy Nalco Plan had already vested, his benefits were set to increase substantially upon reaching the age of fifty-five. Compl. ¶ 24. In 2018, when Mr. Casale was fifty years old, Ecolab notified him that his position was being eliminated. Compl. ¶¶ 57–58.

After his termination, Mr. Casale sued the Defendants for age discrimination (Counts II and III), a violation of the Maine Whistleblower Protection Act (Count IV), a violation of the Maine Human Rights Act (Count V), and, most relevant to this opinion, a violation of the Employee Retirement Income Security Act of 1974 ("ERISA ") (Count I). Compl. 12–18. With respect to the ERISA count specifically, Mr. Casale alleges that the Defendants fired him in order to deprive him of his benefits to which he was entitled under the Plans, in violation of ERISA § 510. Compl. ¶¶ 71–79.

After Mr. Casale filed his Complaint, the Defendants moved to compel arbitration and to dismiss or stay this case, arguing that Mr. Casale had previously agreed to arbitrate the claims in the Complaint. Defs.’ Mot. 12. In support of their argument, the Defendants principally rely on a declaration submitted by Stefanie Cossalter Motley (the "Motley Declaration "), a human resources representative from Ecolab's Employee Relations and Compliance department. Motley Decl. ¶ 3. Mr. Casale has not introduced any evidence and has made no effort to rebut any of what Ms. Motley offers. He only challenges the basis for some of her conclusions and seeks to identify purported holes in the information she has provided. See Pl.’s Opp'n to Defs.’ Mot. ("Pl.’s Opp'n ") 1–4 (ECF No. 19). As a result, to the extent Ms. Motley's conclusions are accurately supported, I accept them as true.

On October 3, 2014, Ecolab notified its employees that it was implementing a new dispute resolution program and that, as a part of this program, all employees were required to sign a Mediation and Arbitration Agreement (the "Arbitration Agreement ") by October 22, 2014. Motley Decl. ¶¶ 6, 10. The email included a link to a newsletter, a copy of which was also mailed to employees’ homes. Motley Decl. ¶ 11; Motley Decl. Ex. A (ECF No. 15-1, at 8).

This newsletter notified Ecolab employees that they were required to use mediation and/or arbitration to resolve all legal disputes against Ecolab and that they were required to sign the Arbitration Agreement by October 22, 2014, as a condition of continued employment. Motley Decl. Ex. B ("Ex. B "), at 1, 4 (ECF No. 15-1, at 10–17). That is, employees were notified that a choice not to sign the Arbitration Agreement was a choice "to end [their] employment with Ecolab." Ex. B, at 4.

Employees subsequently received an email containing a unique link through which each employee could access a training module explaining the new program. Motley Decl. ¶ 12. That training module allowed each recipient to read and electronically sign the Arbitration Agreement. Motley Decl. ¶ 12.

Employees who received this email could access the training module by logging into their email accounts using their own unique password that they were required to change regularly. Motley Decl. ¶ 12. After clicking on his/her unique link to the training module, each recipient was required to confirm his/her identity by entering the last five digits of his/her employee identification number. Motley Decl. ¶ 13.

Slide 13 of the training module informed employees that if they did not sign the Arbitration Agreement, they would be "choosing to end [their] employment with Ecolab." Motley Decl. Ex. C ("Ex. C "), at 11 (ECF No. 15-1, at 19–41). Slide 14 notified employees that they were required to read and electronically sign two documents—first, a document indicating the employee's consent to proceed electronically (the "Electronic Authorization Document ") and second, the Arbitration Agreement. Ex. C, at 11. That same slide also notified employees that if they did not sign the Electronic Authorization Document, the training module would end and the employee would be required to make arrangements with their manager or human resources to sign a hard copy of the Arbitration Agreement prior to the October 22 deadline. Ex. C, at 12; Motley Decl. ¶ 18. The slide then provided a link to the Electronic Authorization Document, which notified employees that signing the Electronic Authorization Document required the employee to use his/her password and that it indicated the employee's consent to signing the Arbitration Agreement electronically. Ex. C, at 12–14.

Once an employee signed the Electronic Authorization Document and agreed to proceed electronically, the employee could proceed to Slide 15, which invited the employee to read the Arbitration Agreement. Motley Decl. ¶ 19; Ex. C, at 16. Slide 16 again invited the employee to read the Arbitration Agreement and also instructed the employee to sign the agreement, through which he/she agreed to having read and understood, and to accept the terms of, the Arbitration Agreement. Ex. C, at 17, 22; Motley Decl. ¶¶ 21–22.

Employees who signed the Arbitration Agreement automatically received a system-generated email confirming that they had signed it. Motley Decl. ¶ 24. That email confirmed that the employee "ha[d] entered into" the Arbitration Agreement and provided a copy of the substance of that agreement. Motley Decl. Ex. D ("Ex. D ") (ECF No. 16). This confirmation email was sent to Mr. Casale's email account on October 17, 2014, at 7:57 am. Motley Decl. ¶¶ 12, 25, Ex. D. Ms. Motley contends that this email "would not have been sent to [Mr. Casale] unless he had electronically signed the Arbitration Agreement." Motley Decl. ¶ 25.

The Arbitration Agreement outlines that it applies to "Disputes," which the agreement broadly defines. Ex. C, at 18. But there are some claims that are excluded from this definition, including, as relevant here, claims related to "controversies over awards of benefits or incentives under [Ecolab's] stock option plans, employee benefits plans or welfare plans that contain an appeal procedure or other procedure for the resolution of such controversies." Ex. C, at 18.

STANDARD OF REVIEW

Motions to compel arbitration are evaluated in the same fashion as motions for summary judgment. Air-Con, Inc. v. Daikin Applied Latin Am., LLC , 21 F.4th 168, 175 (1st Cir. 2021). The reviewing court considers all of the evidentiary materials before it and, construing the record in the light most favorable to the non-movant, determines whether a genuine dispute of fact exists regarding whether the parties agreed to arbitrate. Id. at 176. If a genuine dispute exists, the court convenes a hearing to "resolve[ ] any factual disputes that require resolution before it can be determined whether the parties agreed to arbitrate." Id. The burden to prove a valid arbitration agreement rests with the moving party. Id. at 173. But if the party moving to compel arbitration meets its initial burden of production, the non-moving party must offer evidence supporting its own case. Id. at 177. "[T]he party opposing arbitration [must] provide prompt notice of ‘whatever claims [he/she] may have in opposition to arbitration and the evidentiary basis of such claims.’ " Id. at 175 (quoting Oppenheimer & Co. v. Neidhardt , 56 F.3d 352, 358 (2d Cir. 1995) ). He/she "cannot avoid compelled arbitration by generally denying the facts upon which the right to arbitration rests" but instead "must identify specific evidence in the record demonstrating a material factual dispute" left to be adjudicated. Id. at 175 n.8 (quoting Soto v. State Indus. Prods., Inc. , 642 F.3d 67, 72 n.2 (1st Cir. 2011) ). Only "[i]f the non-moving party puts forward materials that create a genuine issue of fact about a dispute's arbitrability" should the district court convene a "trial to resolve that question." Id. at 175.

DISCUSSION

The Federal Arbitration Act ("FAA ") "reflects Congress's intent to create a ‘liberal federal policy favoring arbitration.’ " Id. at 173 (quoting AT&T Mobility LLC v. Concepcion , 563 U.S. 333, 346, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) ). And "questions of arbitrability must be addressed with a healthy regard for th[is] federal policy." Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp. , 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). "In passing the FAA, Congress sought to ‘place arbitration agreements upon the same footing as other contracts.’ " Air-Con , 21 F.4th at 173–74 (quoting Scherk v. Alberto-Culver Co. , 417 U.S. 506, 511, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974) ). As a result, arbitration agreements are to be treated the same as other contracts and enforced "according to their terms." Id. at 174 (quoting Henry Schein, Inc. v. Archer & White...