Vest v. Nissan Supplemental Exec. Ret. Plan II

REBECCA VEST, Plaintiff, v. THE NISSAN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN IIand NISSAN NORTH AMERICA, INC., Defendants.

NO. 3:19-cv-1021

UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION

December 28, 2020

JUDGE RICHARDSON

MEMORANDUM OPINION

Pending before the Court is Defendants' Motion to Dismiss, or Alternatively, Compel Arbitration and Stay Proceedings (Doc. No. 8, the "Motion"). Plaintiff filed a response (Doc. No. 10), and Defendants replied (Doc. No. 11). A subsequent Order by the Magistrate Judge (Doc. No. 14) instructed the parties to file supplemental briefing to address whether the Plan at issue is an Employee Retirement Income Security Act of 1974 ("ERISA") Plan. Defendants and Plaintiff both filed supplemental briefing on this issue. (Doc. Nos. 17, 18). Plaintiff filed a response to Defendants' supplemental briefing as permitted by the Magistrate Judge, (Doc. No. 21), and Defendants did not file a response to Plaintiff's supplemental briefing.

For the reasons stated below, the Motion will be denied.

BACKGROUND¹

Plaintiff joined Nissan in October 2009 as the Director of the Renault-Nissan Purchasing Organization. (Doc. No. 1 at ¶ 12). In its employment offer, Nissan informed Plaintiff that she would be eligible to participate in The Nissan Supplemental, Executive Retirement Plan II (the "Plan"), which factored into her decision to accept the offer of employment. (Id. at ¶ 13). In February 2011, Plaintiff was promoted to Vice President of Purchasing for Nissan North America. (Id. at ¶ 15). Plaintiff served in this position until April 2016 when Nissan restructured, at which time she became Vice President of Corporate Development and Social Responsibility. (Id. at ¶ 16). Plaintiff worked in this role until September 21, 2018, her last day of employment, which was two weeks after her submission of her resignation. (Id. at ¶¶ 16, 20). By then, Plaintiff had worked for Nissan a total of nine years. (Id. at ¶ 22). During her time with Nissan, Plaintiff received several solicitations of employment from Nissan's competitors, which she declined. (Id. at ¶ 22).

Plaintiff choose not to seek post-Nissan employment with a company she considered to be a "competitor" of Nissan, and instead selected Bridgestone as her next employer. (Id. at ¶ 23). Bridgestone's primary business is the manufacture and sale of tires and other rubber products, which it supplies to clients like Nissan. (Id. at ¶¶ 24, 26). Plaintiff's job with Bridgestone is as Senior Vice President of Procurement and Strategic Sourcing Partnerships. (Id. at ¶ 27). In this role, Plaintiff's "job duties relate to procurement in support of Bridgestone's businesses.Generally, her role is to define and manage commodity strategies and sourcing decisions, while ensuring business supply requirements are satisfied. As part of her sourcing responsibilities, [Plaintiff] also oversees Bridgestone's Firestone Natural Rubber business in Liberia." (Id.). Plaintiff's job duties do not relate to sales or contact with Nissan. (Id. at ¶ 28). Plaintiff believes that her employment with Bridgestone does not violate the noncompete agreement in the Plan. (Id. at ¶¶ 30, 31).

The Plan's noncompetition provision states that an employee must refrain from:

either directly or indirectly, solely or jointly with other persons or entities, owning, managing, operating, joining, controlling, consulting with, rendering services for or participating in the ownership, management, operation or control of, or being connected as an officer, director, employee, partner, principal, agent, consultant or other representative with, or permitting his/her name to be used with any business or organization (a "Competing Company") with which the Company competes.

(Doc. No. 1-2 at 10).

At some point,² Plaintiff submitted a claim for benefits under the Plan. On April 5, 2019, the Vice President for Human Resources at Nissan sent an "advisory position" to Plaintiff indicating that unless Plaintiff "provide[s] written confirmation that [she] is not providing products and services to other OEMs [Original Equipment Manufacturers], your SERP II benefit will be forfeited pursuant to Section 2.3(b) of the Plan." (Doc. No. 1 at ¶ 32; Doc. No. 1-3). Plaintiff responded to this advisory position with a request for review, and she also provided the Plan written confirmation that she does not provide products or services to other OEMS. (Doc. No. 1 at ¶ 33; Doc. No. 1-4; Doc. No. 1-5).

Defendants have not issued a decision on Plaintiff's request for review. (Doc. No. 1 at ¶ 8). In July 2019, Defendants asked Plaintiff for a two-week extension and told Plaintiff that theSenior Vice Presidents (SVPs) still needed to meet. (Id. at ¶ 9). In August, Plaintiff requested an update from Defendants' counsel, who informed Plaintiff that one of the SVPs had just recently returned to the country. (Id.). The Claims Procedure states that a decision upon a request for review should be provided no later than 60 days after the request for review, unless there are "special circumstances" which will allow an additional 60 days for review. (Doc. No. 1-2 at 18-19).

Having received no decision on her request for review, Plaintiff sought arbitration with the American Arbitration Association. (Id. at ¶ 10). Nissan refused to consent to arbitration (at least on Plaintiff's terms), which led to Plaintiff withdrawing her arbitration claim and filing the present action in this Court. (Doc No. 1 at ¶ 8). Plaintiff brings causes of action for 1) denial of benefits, and 2) breach of contract. Defendant has brought the present Motion in order to dismiss the case or, in the alternative, to compel arbitration.

LEGAL STANDARDS

The Federal Arbitration Act ("FAA") provides that a written provision in a contract "to settle by arbitration a controversy thereafter arising out of such contract . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. This section of the FAA "embodies the national policy favoring arbitration and places arbitration agreements on equal footing with all other contracts." Seawright v. Am. Gen. Fin. Servs., Inc., 507 F.3d 967, 972 (6th Cir. 2007) (internal citation and quotation omitted).

Under the FAA, if a party establishes the existence of a valid agreement to arbitrate, the district court must grant the party's motion to compel arbitration and stay or dismiss proceedings until the completion of arbitration. Glazer v. Lehman Bros., Inc., 394 F.3d 444, 451 (6th Cir. 2005) (citing 9 U.S.C. §§ 3-4). Furthermore, "courts are to examine the language of the contract in lightof the strong federal policy in favor of arbitration." Stout v. J.D. Byrider, 228 F.3d 709, 714 (6th Cir. 2000) (citation omitted). Therefore, any doubts regarding arbitrability must be resolved in favor of arbitration. Fazio v. Lehman Bros., Inc., 340 F.3d 386, 392 (6th Cir. 2003).

Courts should also look at whether an arbitration clause is specific or general. "This Court has drawn a clear line between the extensive applicability of general arbitration provisions and the more narrow applicability of arbitration clauses tied to specific disputes. When faced with a broad arbitration clause, such as one covering any dispute arising out of an agreement, a court should follow the presumption of arbitration and resolve doubts in favor of arbitration." Simon v. Pfizer Inc., 398 F.3d 765, 775 (6th Cir. 2005). When an arbitration clause is general, "only an express provision excluding a specific dispute, or the most forceful evidence of a purpose to exclude the claim from arbitration, will remove the dispute from consideration by the arbitrators." Id. (quoting Masco Corp. v. Zurich Am. Ins. Co., 382 F.3d 624, 627 (6th Cir. 2004)). In contrast, in a specific arbitration clause "a court cannot require arbitration on claims that are not included." Id.; Granite Rock Co. v. Int'l Bhd. of Teamsters, 561 U.S. 287, 297 (2010) ("[A] court may order arbitration of a particular dispute only where the court is satisfied that the parties agreed to arbitrate that dispute." (citation omitted)).

Because arbitration agreements are fundamentally contracts, the enforceability of a purported agreement to arbitrate is evaluated according to applicable state contract law. Seawright, 507 F.3d at 972. "The presumption in favor of arbitration does not 'take [] courts outside [the] settled framework' of using principles of contract interpretation to determine the scope of an arbitration clause." CardioNet, Inc. v. Cigna Health Corp., 751 F.3d 165, 172-73 (3d Cir. 2014) (quoting Granite Rock, 130 S. Ct. at 2859). "Thus, the presumption of arbitrability applies only where an arbitration agreement is ambiguous about whether it covers the dispute at hand.Otherwise, the plain language of the contract controls." Id. at 173 (citation omitted). "Ultimately, then, whether a dispute falls within the scope of an arbitration clause depends upon the relationship between (1) the breadth of the arbitration clause, and (2) the nature of the given claim." Id. at 172. In making this determination, the Court should carefully analyze the contract language and not rely heavily on the legal theories present in the complaint. Id. at 173.

When considering a motion to dismiss and compel arbitration under the FAA, a court has four tasks:

[F]irst, it must determine whether the parties agreed to arbitrate; second, it must determine the scope of that agreement; third, if federal statutory claims are asserted, it must consider whether Congress intended those claims to be nonarbitrable; and fourth, if the court concludes that some, but not all, of the claims in the action are subject to arbitration, it must determine whether to stay the remainder of the proceedings pending arbitration.

Stout, 228 F.3d at 714 (citing Compuserve, Inc. v. Vigny Int'l Finance, Ltd., 760 F. Supp. 1273, 1278 (S.D....