AlixPartners v. Charles Brewington
836 F.3d 543
6th Cir.2016Background
- AlixPartners, LLP (with a Michigan office handling HR/payroll) hired Charles Brewington, a Texas resident, as Talent Acquisitions Director in Dallas; the employment agreement specified Michigan law and an arbitration clause (AAA rules).
- After termination, Brewington filed an AAA demand asserting Title VII claims on behalf of himself and a nationwide class of current, former, and prospective Alix employees.
- Alix sued in the Eastern District of Michigan for a declaratory judgment that Brewington may not pursue classwide arbitration; Brewington moved to dismiss for lack of personal jurisdiction.
- The district court denied dismissal, finding Brewington had sufficient, purposeful contacts with Michigan (recruiting Michigan candidates, communications with Michigan supervisors, attending Michigan orientation, returning a Michigan-choice-of-law contract).
- The district court granted Alix’s summary-judgment motion: under Reed Elsevier and Stolt-Nielsen, the arbitration clause did not clearly and unmistakably authorize classwide arbitration, so the court enjoined Brewington from pursuing class claims in arbitration.
Issues
| Issue | Plaintiff's Argument (Alix) | Defendant's Argument (Brewington) | Held |
|---|---|---|---|
| Personal jurisdiction: whether Michigan courts can hear Alix’s declaratory action | Brewington purposefully availed himself of Michigan by negotiating, signing and returning a Michigan-choice-of-law contract, attending orientation there, and performing work directed to Michigan | Brewington: he is a Texas resident; contacts with Michigan are insufficient/too attenuated to permit jurisdiction | Court held: personal jurisdiction exists (specific jurisdiction satisfied) because Brewington’s deliberate, ongoing contacts with Michigan met purposeful availment and relatedness/prong tests |
| Who decides classwide arbitrability (court vs. arbitrator) | The arbitration clause is silent on who decides class arbitrability; under Reed Elsevier, that gateway question is for a court unless parties clearly and unmistakably delegate it to the arbitrator | Brewington: broad arbitration language and incorporation of AAA rules clearly and unmistakably delegate the question to the arbitrator | Court held: clause did not clearly and unmistakably delegate classwide-arbitrability; therefore the court decides and ruled no classwide arbitration was authorized |
Key Cases Cited
- Reed Elsevier, Inc. ex rel. LexisNexis Div. v. Crockett, 734 F.3d 594 (6th Cir. 2013) (gateway question of class arbitrability is for courts absent clear and unmistakable delegation)
- Walden v. Fiore, 134 S. Ct. 1115 (2014) (personal-jurisdiction analysis focuses on defendant’s contacts with the forum state)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and foreseeability principles for specific jurisdiction)
- Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (cannot infer consent to class arbitration from silence)
- Air Prods. & Controls, Inc. v. Safetech Int’l, Inc., 503 F.3d 544 (6th Cir. 2007) (standard for prima facie showing of personal jurisdiction on written submissions)