Hayes v. Conduent Commercial Sols.

DAVID HAYES, Plaintiff, v. CONDUENT COMMERCIAL SOLUTIONS, LLC, LOUISE BUDKA, and PRATAP SARKER, Defendants.

No. 21-cv-11545-DJC

United States District Court, D. Massachusetts

April 13, 2022

MEMORANDUM AND ORDER

Denise J. Casper, United States District Judge

I. Introduction

Plaintiff David Hayes (“Hayes”) has filed this lawsuit against Defendants Conduent Commercial Solutions, LLC (“Conduent”), Louise Budka (“Budka”) and Pratap Sarker (“Sarker”) (collectively “Defendants”) alleging disability discrimination by Conduent in violation of Mass. Gen. L. c. 151B (“Chapter 151B”) and the Americans with Disabilities Act (Count I), age discrimination by Conduent in violation of Chapter 151B and the Age Discrimination in Employment Act (Count II), intentional interference with contractual relations by Budka and Sarker (Count III) and breach of the implied covenant of good faith and fair dealing against Conduent (Count IV). D. 2-1. Defendants now move to dismiss and compel arbitration. D. 11. For the reasons stated below, the Court ALLOWS the motion.

II. Standard of Review

When ruling on a motion to compel arbitration, the Court “draw[s] [upon] the relevant facts from the operative complaint and the documents submitted to the [Court] in support of the motion to compel arbitration.” Cullinane v. Uber Techs., Inc., 893 F.3d 53, 55 (1st Cir. 2018). Courts apply a summary judgment standard to such motions. See Johnson & Johnson Int'l v. P.R. Hosp. Supply, Inc., 258 F.Supp.3d 255, 259 (D.P.R. 2017) (applying summary judgment standard to motion to compel arbitration where parties had “relied extensively upon exhibits filed in the record outside of the complaint”); Pelletier v. Yellow Transp., Inc., 503 F.Supp.2d 397, 399 (D. Me. 2007) (collecting cases). Accordingly, on a motion to compel arbitration, the Court “consider[s] facts in the light most favorable to the [non-movant] . . . and exercise[s] its wide discretion to look beyond the complaint at pleadings and documents submitted by either party.” Boulet v. Bangor Sec. Inc., 324 F.Supp.2d 120, 123-24 (D. Me. 2004) (quoting Anderson v. Delta Funding Corp., 316 F.Supp.2d 554, 558 (N.D. Ohio 2004)) (internal quotation marks omitted).

III. Factual Background

The following facts are drawn from Hayes's complaint, D. 2-1, the declaration filed with Conduent's motion, D. 12-1, the affidavit filed with Hayes's opposition, D. 18-1, and accompanying documents.

A. Hayes's Hiring by Conduent

Hayes worked for BNY Mellon as a programmer from 2002 to May 2019. D. 2-1 ¶¶ 6-7. In May 2019, BNY Mellon sold Hayes's division to Conduent. Id. ¶ 8. Hayes soon after completed an application for employment at Conduent. See D. 12-1 ¶¶ 10-18.

Conduent's electronic application system allows applicants to complete, review and sign documents through an online portal accessed using a private login name and password. Id. ¶¶ 10, 12. To submit his application for employment, Hayes was required to agree to the “Policy Consent” for Conduent's Dispute Resolution Plan and Rules (“DRP”). Id. ¶ 15. The application's “Policy Consent” section states that “[a]pplicants must agree to the terms of the Applicant Agreement and DRP to be considered for employment. Do you agree to the terms of the Applicant Agreement and DRP?” Id. ¶ 13. Hayes was required to agree to the “Policy Consent” for the DRP by clicking his confirmation of the following: “I agree to the terms of this Agreement and to be bound by the [Conduent] Dispute Resolution Plan and Rules.” Id. ¶¶ 14-15; see D. 13-1. Conduent's DRP provides that “[a]ll Disputes not otherwise resolved by the Parties shall be finally and conclusively resolved through arbitration under this DRP, instead of through trial before a court (including a jury trial). The Parties forego any right they may have to a bench trial or jury trial on a Dispute.” D. 12-2 at 8. The DRP defines “Dispute” to include any:

matter related to or concerning the relationship between the Applicant and the Company and/or the Employee and the Company alleging violation of any federal, state or other governmental law, statute, regulation, or ordinance, or common law, or contract violation, including but not limited to the Age Discrimination in Employment Act . . . [and] the Americans with Disabilities Act . . . including, by way of example and without limitation, allegations of . . . discrimination or harassment based on . . . age, . . . disability status, or other legally protected characteristics; [and] wrongful discharge ....

Id. at 6-7. Hayes submitted his application for employment at Conduent on or about May 3, 2019. D. 12-1 ¶ 15.

After submitting his application, Hayes received a conditional offer of employment from Conduent. Id. ¶ 18; see D. 12-3. Conduent utilizes a system allowing new hires electronically to review and sign documents online, similar to its electronic application system. D. 12-1 ¶ 10. On May 14, 2019, Hayes accepted Conduent's offer of employment and electronically signed various acknowledgements and agreements. See id. ¶¶ 19, 21; D. 12-5. These included an “AGREEMENT TO BE BOUND BY THE CONDUENT DISPUTE RESOLUTION PLAN AND RULES . . . Otherwise Referred to as the Offeree Arbitration Agreement” (“Arbitration Agreement”). See D. 12-5 at 6-9 (emphasis in original). The Arbitration Agreement included the following language:

Having been accepted for employment and as part of my acceptance, I CONSENT TO THE EXCLUSIVE FINAL AND BINDING RESOLUTION BY ARBITRATION UNDER THE DRP OF ALL DISPUTES (as defined in the DRP) INCLUDING LEGAL CLAIMS . . . arising out of, relating to, or concerning my employment with Conduent, terms and conditions of Conduent employment, and/or separation or termination of Conduent employment ....

The promises by Conduent and me to arbitrate Disputes constitute adequate and sufficient consideration to support this Agreement and the DRP....

I UNDERSTAND THAT THIS AGREEMENT AND THE DRP REQUIRE THAT DISPUTES REGARDING THE MATTERS SUBJECT TO THIS AGREEMENT AND THE DRP BE SUBMITTED TO ARBITRATION RATHER THAN TO A JUDGE AND/OR JURY IN COURT AND THAT BY AFFIXING MY ELECTRONIC SIGNATURE TO THIS AGREEMENT . . . I AM GIVING UP ANY RIGHT I MIGHT OTHERWISE POSSESS TO A JURY OR JUDGE TRIAL....

Id. (emphasis in original). After being presented with the Arbitration Agreement, Hayes provided his electronic signature and acknowledged the following: “I acknowledge that I have received and read or have had the opportunity to read this Agreement and the attached and/or electronically linked DRP.” Id. at 9.

Following Hayes's acceptance, his completed online application and new hire documents were transmitted in PDF format to Conduent's online document management system, which maintains such documents as part of Hayes's personnel file. D. 12-1 ¶ 20. Additionally, Hayes received access to Conduent's intranet, which posted a copy of the DRP. Id. ¶ 9.

B. Termination and Correspondence from Hayes's Counsel

Shortly before beginning his employment with Conduent, Hayes was required to submit to a drug test on or about May 15, 2019. D. 2-1 ¶ 9. Conduent subsequently advised Hayes that he had tested positive. Id. Hayes has long been diagnosed with various medical conditions requiring him to take medications and previously received accommodations for such conditions from BNY Mellon management. Id. ¶ 14. On or about May 24, 2019, Conduent representatives, including Budka and Sarker, terminated Hayes. Id. ¶ 10.

Hayes retained an attorney in June 2019. D. 18-1 ¶ 2. In July 2019, Hayes's counsel wrote to Conduent informing it that Hayes had obtained legal representation, describing Hayes's potential legal claims, requesting Hayes's personnel file and seeking an amicable resolution of his claims via settlement. Id. ¶ 3. Having received no response, Hayes's counsel resent this correspondence on October 16, 2019. Id. ¶ 4; see id. at 4. Hayes did not receive his personnel file following this correspondence. Id. ¶¶ 5, 18.

C. MCAD and Judicial Proceedings

On or about March 19, 2020, Hayes filed a complaint with the Massachusetts Commission Against Discrimination (“MCAD”) alleging, among other things, disability discrimination and age discrimination in violation of state and federal law. Id. ¶ 6; see id. at 6-10. At no point during the MCAD proceeding did Conduent provide Hayes's personnel file or the Arbitration Agreement or otherwise exercise its right to arbitration. Id. ¶ 7. Hayes later filed a civil action in Middlesex Superior Court on or about July 28, 2021 and withdrew his MCAD complaint. Id. ¶¶ 8-9. On September 20, 2021, Conduent removed Hayes's case to this Court. D. 18-1 ¶ 12; see D. 2.

On or about October 18, 2021, Conduent's counsel left Hayes's counsel a voicemail message informing her for the first time of an arbitration agreement. Id. ¶ 14. Conduent's counsel provided Hayes's counsel with such agreement on or about October 19, 2021 via email. Id. ¶ 15; see id. at 16.

IV. Procedural History

Following its removal of the action to this Court, D. 2, Conduent moved to dismiss and compel arbitration. D. 11. The Court heard the parties on the pending motion and took the matter under advisement. D. 25.

V. Discussion

Conduent asks the Court to dismiss this action and issue an order compelling arbitration of Hayes's claims. D. 11. Both federal and Massachusetts law favor arbitration as a matter of public policy. See AT&T Mobility LLC v Concepcion, 563 U.S. 333, 339 (2011); O'Brien v. Hanover Ins. Co., 427 Mass. 194, 200 (1998); see also Warfield v. Beth Israel Deaconess Med. Ctr., Inc., 454 Mass. 390, 394 (2009) (noting that “[i]n all relevant respects, the language of the [Federal Arbitration Act] and the [Massachusetts Arbitration Act] providing for enforcement of arbitration...