GADSDEN BUDWEISER DISTRIB. COMPANY INC. v. Holland

807 So.2d 528

GADSDEN BUDWEISER DISTRIBUTING COMPANY, INC. v. Monroe HOLLAND.

1000350.

Supreme Court of Alabama.

June 29, 2001.

Philip E. Miles and Larry H. Keener of Cusimano, Keener, Roberts, Kimberley & Miles, P.C., Gadsden, for appellant.

Donna F. McCurley and Thomas A. King of King & McCurley, P.C., Gadsden, for appellee. HOUSTON, Justice.

Gadsden Budweiser Distributing Company, Inc. ("Gadsden Budweiser"), is the defendant in an action pending in the Etowah Circuit Court. It appeals from an order denying its motion to compel arbitration.¹

The plaintiff, Monroe Holland, was employed as director of sales at Gadsden Budweiser. On February 3, 1997, he signed an "Acknowledgment of Receipt of Employee Handbook," which stated:

"This will acknowledge that I have received my copy of the Company's Employee Handbook and I will familiarize myself with its contents.

"I UNDERSTAND THAT I HAVE THE RIGHT TO TERMINATE MY EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, AND THAT THE DISTRIBUTORSHIP HAS A SIMILAR RIGHT. I FURTHER UNDERSTAND THAT MY STATUS AS AN `AT-WILL EMPLOYEE' MAY NOT BE CHANGED EXCEPT IN WRITING SIGNED BY THE PRESIDENT OF THE COMPANY.

"I ALSO UNDERSTAND AND AGREE THAT ALL DISPUTES OR CLAIMS BETWEEN ME AND THE DISTRIBUTORSHIP, ITS MANAGERS OR EMPLOYEES, ARISING OUT OF MY EMPLOYMENT OR THE TERMINATION OF MY EMPLOYMENT, WILL BE SUBMITTED TO AND FINALLY RESOLVED EXCLUSIVELY THROUGH MANDATORY BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT IN CONFORMITY WITH APPLICABLE STATE LAW.

"I understand that this Handbook represents only current policies, regulations, and benefits, and that it does not create a contract of employment. The Company retains the right to change these policies, regulations, and benefits as it deems advisable."

After Holland had signed this acknowledgment form, it was placed in his personnel file.

In February 1998, Gadsden Budweiser told Holland that his position as director of sales was being eliminated and he was being demoted to the job of an area manager. At the time of his demotion, Holland was 58 years of age. In May 1998, Gadsden Budweiser promoted a 38-year-old employee to the position of director of sales.

In March 2000, Holland sued Gadsden Budweiser, seeking damages based on allegations of age discrimination, "retaliation," fraud and suppression, and "negligent retention and supervision." Gadsden Budweiser moved to dismiss the complaint, contending that because Holland had agreed that "all disputes or claims between [him] and the distributorship, its managers or employees, arising out of [his] employment or the termination of [his] employment, [would] be submitted to and finally resolved exclusively through mandatory binding arbitration," he must submit his claims to binding arbitration. Gadsden Budweiser also moved to compel arbitration. After conducting a hearing, the trial court entered an order denying the motion to compel arbitration; the court denied it

"on the basis or grounds that [Gadsden Budweiser] reserves the right to change the policies, regulations and benefits of the Handbook, but then seeks to use and enforce an acknowledgment of the handbook to require arbitration. The acknowledgment and handbook should be considered together."

This appeal followed. The issue is whether the arbitration agreement contained in Holland's signed "Acknowledgment of Receipt of Employee Handbook" is a valid and enforceable arbitration agreement that would require Holland to arbitrate his employment-related dispute.

"The Federal Arbitration Act, 9 U.S.C. §§ 1-16, provides that an arbitration clause contained in a contract involving interstate commerce will be enforceable. The arbitration clause will generally be enforceable against those parties who signed the contract." Ex parte Beasley, 712 So.2d 338, 340 (Ala.1998). It is undisputed that Gadsden Budweiser is engaged in interstate commerce.

Ex parte Beasley, supra, involved an employment-related dispute. The trial court granted the defendant Brookwood's motion to compel arbitration of the employee's claims. The plaintiff, Beasley, petitioned for a writ of mandamus directing the trial court to vacate its order requiring arbitration. The defendant's standard employee handbook contained an arbitration provision, but Beasley argued that the arbitration provision was not binding, given the language of the acknowledgment, which stated, "[N]o written statement or agreement in this handbook ... is binding...." Ex parte Beasley, 712 So.2d at 340. This Court, agreeing with Beasley's contention, issued the writ, stating:

"The acknowledgment form contained in Brookwood's standard employee handbook would have created a binding obligation to arbitrate under Patterson [v. Tenet Healthcare, Inc., 113 F.3d 832 (8th Cir.1997),] if Beasley had signed that form; however, she did not sign that form. Instead, the evidence submitted by Brookwood shows that Beasley signed an acknowledgment form that is similar to the standard form, but that does not contain the arbitration clause. Absent Beasley's signature on a document that contains a valid arbitration clause, we cannot hold that she agreed to arbitrate her employment claims against Brookwood."

Ex parte Beasley, 712 So.2d at 341.

The acknowledgment form signed by Holland contained an arbitration clause—Holland specifically "agree[d] that all disputes or claims between [him] and the distributorship, its managers or employees, arising out of [his] employment or the termination of [his] employment, [would] be submitted to and finally resolved exclusively through mandatory binding arbitration under the Federal Arbitration Act in conformity with applicable state law." This language evidences a clear intent to bind the employer and the employee. Ex parte McNaughton, 728 So.2d 592, 595, n. 4 (Ala.1998).

Holland argues that it is not clear from a reading of the acknowledgment that the parties were agreeing to be bound by the arbitration provision contained in the acknowledgment. Holland points out that three of the paragraphs begin with "I understand," and he says the tone of the agreement does not change to indicate that the provision was intended to have a binding effect, as discussed in Ex parte McNaughton and Ex parte Beasley. However, we cannot agree. The arbitration provision of the acknowledgment begins with the clause "I also understand and agree ...." (Emphasis added.) The arbitration provision is the only place where the word "agree" appears in this acknowledgment form. In this arbitration provision, Holland agreed to submit all employment-related disputes or claims to binding arbitration. This was a change in tone to indicate a binding effect of this arbitration provision.

Holland also argues that the arbitration provision is unenforceable because, he says, there is no "mutuality of obligation." However, in Ex parte McNaughton, 728 So.2d at 595-96, this Court stated:

"Further, under clear Alabama contract law, United's providing at-will employment to McNaughton constituted sufficient consideration in exchange for McNaughton's agreement to arbitrate her employment disputes under United's arbitration policy. This Court has consistently held that an employer's providing continued at-will employment is sufficient consideration to make an employee's promise to his employer binding.... Similarly, United's provision of new at-will employment to McNaughton was sufficient consideration to make McNaughton's promise to arbitrate employment disputes under United's arbitration policy a binding agreement."

Thus, we do not find the arbitration provision to be unenforceable for a lack of "mutuality of obligation."

Holland also argues that the agreement between him and Gadsden Budweiser is exempted from the operation of the Federal Arbitration Act ("FAA") by this clause appearing in § 1 of that Act: "[B]ut nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce." In Robert Frank McAlpine Architecture, Inc. v. Heilpern, 712 So.2d 738, 749 (Ala.1998), this Court wrote:

"We also agree with the conclusion reached by the courts of appeals for the various circuits that Congress's specific reference to seamen and railroad workers reflects an intent to limit the scope of the exemption to workers directly engaged in the transportation of goods in an interstate market, as opposed to workers involved in the generation of goods and services for interstate markets. Therefore, we hold, as 10 United States Courts of Appeals ... have held: that the § 1 exemption of `contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce' covers only those workers directly engaged in the movement of goods in interstate commerce, i.e., those workers directly engaged in the interstate transportation and distribution of goods. We conclude, as all of the federal courts of appeals that have considered the issue have apparently concluded, that the § 1 exemption was included by Congress as a concession to organized labor, specifically the Seamen's Union, and that, consistent with Congressional intent that the FAA be broad in scope, the exemption was intended to be a narrow one, not applying to employment contracts across the board, but, instead, to the employment contracts of those workers directly engaged in the movement of goods in interstate commerce."

See also Gold Kist, Inc. v. Baker, 730 So.2d 614 (Ala.1999). As the United States Supreme Court stated in Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 119, 121 S.Ct. 1302, 1311, 149 L.Ed.2d 234 (2001): "Section 1 exempts from the FAA only contracts of employment of transportation workers."

Holland was first director of sales for Gadsden Budweiser and was then an area manager. While his employment with Gadsden Budweiser substantially affected interstate commerce, he was not a transportation...