Farzana Tariq Md v. Tenet Healthcare Corporation
356904
| Mich. Ct. App. | Mar 24, 2022Background
- Dr. Farzana Tariq, a Pakistani-trained neurosurgery resident, signed annual GME appointment agreements for DMC’s seven‑year Residency; those GME agreements were expressly subordinate to DMC policies.
- After Tenet acquired DMC, Tenet implemented an online Fair Treatment Process (FTP) that required employees to view training slides and click “I agree” to a pop‑up mutual arbitration agreement as a condition of accepting the FTP terms; Tariq clicked “I agree.”
- Tariq was placed on probation (which she successfully completed), later alleged race/national‑origin and sex discrimination and retaliation, was terminated at the end of 2018, then rehired under a settlement that released prior claims but acknowledged she remained subject to Tenet/DMC policies.
- The residency program lost ACGME accreditation effective June 30, 2020; Tariq alleges defendants helped other displaced trainees find placements but impeded her placement.
- Tariq sued for breach of contract, discrimination, retaliation, defamation, hostile work environment, and intentional infliction of emotional distress; defendants moved for summary disposition, arguing Tariq’s claims are subject to the FTP arbitration agreement.
- The trial court granted summary disposition under MCR 2.116(C)(7) finding the arbitration agreement valid and covering Tariq’s claims; the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of the FTP arbitration agreement | Tariq: FTP/handbook disclaimers show no binding contract; arbitration is unenforceable | Defendants: The arbitration text was presented and accepted separately (popup); it is a standalone, mutual contract | Arbitration agreement is a valid, enforceable contract (mutual agreement and obligation) |
| Scope — do Tariq’s claims fall within arbitration | Tariq: Some claims (e.g., post‑rehire matters, certain torts) fall outside FTP | Defendants: FTP covers “any and all claims related in any way to employment or termination” and thus covers her claims | Court resolves doubts in favor of arbitration and finds the FTP covers the asserted claims |
| Effect of reinstatement/settlement on arbitration applicability | Tariq: Reinstatement created a new employment period; she did not separately agree to arbitration for the post‑reinstatement period | Defendants: Settlement expressly acknowledged she remained subject to Tenet/DMC policies (including FTP); arbitration therefore carries forward | Settlement’s acknowledgment makes Tariq subject to FTP arbitration after reinstatement; arbitration applies |
| Conflict between GME agreements (forum clause) and FTP arbitration | Tariq: GME agreements required Michigan courts and thus preclude arbitration | Defendants: Forum clause relates to proceedings “arising in connection with” the GME agreement and can be harmonized with arbitration; arbitration can still apply, with enforcement actions in Michigan courts | Forum clause does not nullify arbitration; clauses can be harmonized (arbitration for merits; Michigan courts for enforcement) |
Key Cases Cited
- Maiden v. Rozwood, 461 Mich 109 (1999) (summary disposition standard and treatment of documentary contradictions)
- Altobelli v. Hartmann, 499 Mich 284 (2016) (agreement to arbitrate may bar court claims under MCR 2.116(C)(7))
- Rooyakker & Sitz, PLLC v. Plante & Moran, PLLC, 276 Mich App 146 (2007) (Michigan public policy favors arbitration; resolve doubts in favor of arbitration)
- Hicks v. EPI Printers, Inc., 267 Mich App 79 (2005) (arbitration provision enforceable when presented and executed separately from a handbook)
- Heurtebise v. Reliable Business Computers, 452 Mich 405 (1996) (handbook disclaimers can prevent enforceability of handbook arbitration provisions unless arbitration is separate)
- Innovation Ventures v. Liquid Mfg., 499 Mich 491 (2016) (elements of a valid contract)
- Patten Sec. Corp. v. Diamond Greyhound & Genetics, Inc., 819 F.2d 400 (3d Cir. 1987) (forum‑selection clauses can be harmonized with arbitration because enforcement of awards requires court action)
- Varma v. TCC Wireless, LLC, 478 F. Supp. 3d 724 (2020) (example where an arbitration agreement did not carry over after termination and rehire)
- Archambo v. Lawyers Title Ins. Corp., 466 Mich 402 (2002) (later contracts can supersede earlier conflicting terms)
- Omnicom of Mich. v. Giannetti Inv. Co., 221 Mich App 341 (1997) (newer contract terms prevail over prior conflicting terms)