Harris v. Bingham McCutchen LLP
154 Cal. Rptr. 3d 843
Cal. Ct. App.2013Background
- Harris sued Bingham McCutchen LLP and two individuals in California for discrimination and wrongful termination related to a sleep-disorder accommodation request.
- Defendants sought arbitration based on a 2007 letter agreement containing a broad arbitration clause.
- The agreement states disputes will be resolved via arbitration, with JAMS as fallback, and final award enforceable in court.
- A Massachusetts choice-of-law provision governs the employment relationship.
- Harris argued the arbitration clause is unenforceable under Massachusetts law (Warfield) and unconscionability, while defendants argued Warfield is inapplicable because claims are California statutes and FAA preemption applies.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Massachusetts law govern arbitrability due to the choice-of-law clause? | Massachusetts law governs the clause's enforceability as selected by the contract. | California should govern arbitrability or FAA preemption should apply; Warfield may not apply. | Massachusetts law governs arbitrability. |
| Does Warfield require explicit language to arbitrate statutory discrimination claims? | Clause fails to clearly cite statutory discrimination rights; thus unenforceable under Warfield. | Warfield should be narrowly read; arbitration clause could still be enforceable under Massachusetts law given choice-of-law. | Arbitration clause unenforceable under Warfield presumed Massachusetts law. |
| Are California statutory claims arbitrable under the Massachusetts-governed contract? | Warfield blocks arbitration of statutory claims; remaining claims cannot be split. | California statutes may be enforceable; FAA would not be preempted. | California statutory claims not compelled to arbitration; must be resolved in court. |
| Is Massachusetts law preempted by FAA under Concepcion on arbitration of discrimination claims? | Warfield is preempted by FAA as inconsistent with arbitration policy. | Warfield does not interfere with FAA; Concepcion supports arbitration where applicable. | Massachusetts law not preempted; Warfield remains consistent with FAA. |
Key Cases Cited
- Warfield v. Beth Israel Deaconess Medical Center, Inc., 454 Mass. 390 (Mass. 2009) (arbitration of statutory discrimination claims must be explicitly stated)
- Peleg v. Neiman Marcus Group, Inc., 204 Cal.App.4th 1425 (Cal. App. 4th Dist. 2012) (Cal. choice-of-law rules incorporate arbitration rules; Texas law governs enforcement)
- Samaniego v. Empire Today, LLC, 205 Cal.App.4th 1138 (Cal. App. 4th Dist. 2012) (California law governs enforceability of arbitration clause in unconscionable contract with a choice-of-law provision)
- Mount Diablo Medical Center v. Health Net of California, Inc., 101 Cal.App.4th 711 (Cal. App. 1st Dist. 2002) (choice-of-law provision incorporating Cal. rules of arbitration)
- Volt Information Sciences, Inc. v. Leland Stanford Junior Univ., 489 U.S. 468 (U.S. 1989) (contractual choice-of-law provisions and arbitration enforceability under FAA)
- Concepcion v. AT&T Mobility LLC, 563 U.S. 333 (U.S. 2011) (FAA preempts state rule that interferes with arbitration as enforcement of arbitration agreements)
- 14 Penn Plaza LLC v. Pyett, 556 U.S. 247 (U.S. 2009) (explicit waiver of statutory rights must be stated for arbitration of antidiscrimination claims)
- Wright v. Universal Maritime Service Corp., 525 U.S. 70 (U.S. 1998) (waiver of statutory rights must be clear and unmistakable)
- Metropolitan Edison Co. v. NLRB, 460 U.S. 693 (U.S. 1983) (arbitration rights and federal policy)
- Nedlloyd Lines B.V. v. Superior Court, 3 Cal.4th 459 (Cal. 1992) (public policy and choice-of-law considerations in California)