McCoy v. Pan Am. Grp.

TAMMY MCCOY, Plaintiff, v. PAN AMERICAN GROUP, Defendant.

No. 2:21-CV-00389-CCW

United States District Court, W.D. Pennsylvania

April 18, 2022

MEMORANDUM OPINION AND ORDER

CHRISTY CRISWELL WIEGAND, United States District Judge.

I. Background

On March 24, 2021, Tammy McCoy filed a Complaint alleging that Defendant Pan American Group (“PAN”), her former employer, discriminated against her on the basis of her Neopaganist religious beliefs, in violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. and the Pennsylvania Human Relations Act, 42 P.S. § 951 et seq. See ECF No. 1. In response, PAN moved to compel arbitration pursuant to the Dispute Resolution Program (“DRP”) acknowledgment that PAN contends Ms. McCoy signed during her onboarding process to work for PAN.

On June 21, 2021, the Court denied without prejudice Defendant's motion to compel arbitration and to dismiss complaint, ECF No. 7, and ordered the parties to proceed to limited fact discovery on the issue of arbitrability. ECF No. 11. Following that fact discovery, Defendant Pan American Group (“PAN”), renewed its Motion to Compel Arbitration and to Dismiss Complaint, ECF No. 16, which Plaintiff Tammy McCoy opposes. See ECF Nos. 17, 20, 23, 26. Having been fully briefed, the matter is now ripe for disposition.

II. Legal Standard

A. The Federal Rule of Civil Procedure 56 Standard Applies to PAN's Motion to Compel Arbitration

When presented with a motion to compel arbitration, the Court must affirmatively answer two questions before compelling arbitration pursuant to § 4 of the Federal Arbitration Act: (1) whether the parties entered into a valid arbitration agreement; and (2) whether the dispute at issue falls within the scope of the arbitration agreement. Century Indem. Co. v. Certain Underwriters at Lloyd's, 584 F.3d 513, 523 (3d Cir. 2009). “Before a party to a lawsuit can be ordered to arbitrate and thus be deprived of a day in court, there should be an express, unequivocal agreement to that effect.” McCoy v. Pan Am. Grp., No. 2:21-CV-00389-CCW, 2021 U.S. Dist. LEXIS 114816, at *2-3 (W.D. Pa. June 21, 2021) (citing Par-Knit Mills, Inc. v. Stockbridge Fabrics Co., 636 F.2d 51, 54 (3d Cir. 1980)).

Previously, the Court found that there was “a genuine question as to whether [Ms. McCoy] was provided an opportunity to review, much less assent to the terms and conditions of the arbitration agreement and employee handbook” and ordered limited fact discovery as to this issue. ECF No. 11 at 3.

Based on the parties' briefing, it is clear that their dispute focuses solely on the first question-whether the parties entered into a valid arbitration agreement-and not whether the dispute at issue falls within the scope of the arbitration agreement. See generally, ECF No. 17 at 9-10 (contending that Ms. McCoy's claim falls within the DRP); ECF No. 23 at 1 (“Plaintiff's response brief makes clear that there is no dispute that the arbitration agreement is valid and covers the subject matter of Plaintiff's claim”); see also ECF Nos. 20 & 26.

Because the parties have conducted fact discovery on this issue, the court decides a motion to compel arbitration under the summary judgment standard set forth by Federal Rule of Civil Procedure 56, not the standard for a motion to dismiss under Rule 12(b)(6). See Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764, 776 (3d Cir. 2013); Davis v. Cintas Corp., 2:18-cv-01200, 2019 U.S. Dist. LEXIS 87261, at *5 (W.D. Pa. May 23, 2019) (Hornak, C.J.).

Under Rule 56, a “court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “[T]he moving party bears the initial burden of showing that the nonmovant has failed to establish one or more essential elements of its case, and, once that initial burden is met, the non-moving party must ‘go beyond the pleadings and by her own affidavits, or by the “depositions, answers to interrogatories, and admissions on file, ” designate “specific facts showing that there is a genuine issue for trial.”'” Guidotti, 716 F.3d at 772 (citing Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986)). The party opposing summary judgment must show that there is a genuine dispute of material fact and must support that assertion by “citing to particular parts of ... the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations..., admissions, interrogatory answers, or other materials.” Id. (citing Fed.R.Civ.P. 56(c)(1)(A)).

In evaluating a motion to compel arbitration under the Rule 56 standard, “the court must draw all reasonable inferences in favor of the nonmoving party, and it may not make credibility determinations or weigh the evidence.” Guidotti, 716 F.3d at 772 (citing Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150 (2000)). But, while the court must “view the facts in the light most favorable to the non-moving party and draw all reasonable inferences in that party's favor...” under Rule 56 “to prevail on a motion for summary judgment, the non-moving party must present more than a mere scintilla of evidence; there must be evidence on which the jury could reasonably find for the [non-movant].” Burton v. Teleflex Inc., 707 F.3d 417, 425 (3d Cir. 2013) (internal citations and quotations omitted).

If a genuine issue of material fact remains after summary judgment on whether a validly formed and enforceable arbitration agreement exists, “the court must proceed summarily to trial on ‘the making of the arbitration agreement.'” MXM Constr. Co. v. N.J. Bldg. Laborers Statewide Benefit Funds, 974 F.3d 386, 406 (3d Cir. 2020); 9 U.S.C. § 4 (“If the making of the arbitration agreement or the failure, neglect, or refusal to perform the same be in issue, the court shall proceed summarily to the trial thereof.”).

III. Discussion

A. Elements for a Valid Arbitration Agreement Under Pennsylvania Law

In determining whether the parties entered into a valid arbitration agreement, courts turn to “ordinary state-law principles that govern the formation of contracts.” Kirleis v. Dickie, McCamey & Chilcote, P.C., 560 F.3d 156, 160 (3d Cir. 2009) (quoting First Options of Chic., Inc. v. Kaplan, 514 U.S. 938, 944 (1995)); Aliments Krispy Kernels, Inc. v. Nichols Farms, 851 F.3d 283, 288 (3d Cir. 2017). Neither party disputes that Pennsylvania law applies, and, as discussed in the Court's prior order, Ms. McCoy's employment and other relevant events occurred in Pennsylvania, and this Court sits in Pennsylvania. McCoy, 2021 U.S. Dist. LEXIS 114816, at 3.

“To form an enforceable contract, there must be an offer, acceptance and consideration.” Bush v. Comcast Cable Communs. Mgmt., LLC, No. 2:19-cv-01004-NR, 2020 U.S. Dist. LEXIS 130428, at *23-24 (W.D. Pa. July 22, 2020) (Ranjan, J.). Under Pennsylvania law, a contract entered into without knowledge of the existence of the offer and knowledge of the specific terms thereof is not enforceable:

It is basic contract law that there . . . must be an intended, definite, specific offer before any offer can be accepted or any enforceable contract created. One cannot suppose that another made an offer, was willing to make an offer or intended sometime to do so. Minds for contractual obligation, must meet upon definite, specific things.

Morosetti v. La. Land & Exploration Co., 564 A.2d 151, 153 (Pa. 1989); Bush, 2020 U.S. Dist. LEXIS 130428, at *23-24 (“[w]ithout knowing the terms of the contract, one cannot accept them.”). “Therefore, an employee cannot validly agree to arbitrate his claims unless he has been advised of the arbitration terms.” Bush, 2020 U.S. Dist. LEXIS 130428, at *23-24.

Further, “Pennsylvania law requires that any agreement to arbitrate be ‘clear and unmistakable.'” Scott v. Educ. Mgmt. Corp., 662 Fed.Appx. 126, 131 (3d Cir. 2016) (internal citations omitted). In determining whether the parties agreed to arbitration, the Third Circuit has recognized that “[a] party may, in an effort to avoid arbitration, contend that it did not intend to enter into the agreement which contained an arbitration clause, ” however, such “[a] naked assertion ... by a party to a contract that it did not intend to be bound by the terms [of an arbitration clause], ” would be “insufficient to place in issue the ‘making of the arbitration agreement' for purposes of the FAA.” Guidotti, 716 F.3d at 778 . However, the Third Circuit warned that it does not seek “to cut off legitimate disputes over an alleged agreement to arbitrate when there has been ‘[a]n unequivocal denial that the agreement had been made, accompanied by supporting affidavits ....'” Id. “[I]n most cases [that] should be sufficient to require a jury determination on whether there had in fact been a ‘meeting of the minds.'” Id.

B. There is a Genuine Dispute of Material Fact as to Whether Ms. McCoy Signed the DRP

1. PAN Failed to Respond to Ms. McCoy's Additional Statements of Material Facts

In filing its Motion, PAN followed Rule 56 of Local Rules of this Court, which require a motion, accompanying brief, a concise statement of material facts, and appendix. See LCvR 56.B; see ECF Nos. 16, 17. In opposition, Ms. McCoy filed a memorandum, a responsive concise statement of material facts, and an appendix. See LCvR 56.C; see ECF Nos. 18, 19, 20. In Ms. McCoy's responsive concise statement of material facts, she included “in separately numbered paragraphs any other material facts that are allegedly at issue, and/or that the opposing party asserts are necessary for the Court to determine the motion for summary judgment.” LCvR 56.C.1.c.; see ECF No. 18 ¶¶ 55-109. Although PAN was granted leave to file a...