Parker v. K & L Gates, LLP, 76 A.3d 859

Background

K & L Gates formed by merger; former Preston Gates partners (including Parker) became K & L Gates partners only after signing a supplement binding them to the partnership agreement "as amended."
An amendment to the partnership agreement (in effect before Parker signed) contained arbitration and District of Columbia forum-selection clauses.
Parker stopped working for K & L Gates and sued in California state court asserting contract, tort, ADEA, and other claims; K & L Gates moved in D.C. Superior Court to compel arbitration under the partnership agreement.
Superior Court ordered arbitration and denied Parker’s Rule 59(e) motion to alter or amend; Parker timely appealed to the D.C. Court of Appeals.
The D.C. Court of Appeals reviewed validity, scope, arbitrability of statutory ADEA claims, choice-of-law for California’s stay-of-arbitration statute (Cal. Civ. Proc. Code § 1281.2(c)), and whether the order compelling arbitration was final and appealable.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the arbitration and forum-selection clauses are enforceable	Parker argued he lacked adequate notice and later raised fraud at contract formation	K & L Gates argued Parker assented by signing the supplement that incorporated the partnership agreement as amended	Court: Enforceable — Parker assented by signature; fraud claim forfeited because first raised in Rule 59(e) motion
Scope: Do tort and statutory claims (including ADEA) fall within arbitration clause	Parker: Clause covers only contract claims	K & L Gates: Clause is broad and covers any dispute "concerning ... the subject matter" of the agreement	Court: Clause is broad; contractual, tort, and statutory claims arising from partnership relationship are arbitrable
Arbitrability of ADEA claims	Parker: ADEA claims should not be compelled absent clear, unmistakable waiver	K & L Gates: Individual arbitration agreement covers statutory claims; no collective-bargaining context requiring heightened standard	Court: ADEA claims arbitrable here; "clear and unmistakable" standard applies to CBA context only; individual waiver suffices
Choice of law — whether California §1281.2(c) required staying arbitration	Parker: California law governs and §1281.2(c) requires stay pending related litigation	K & L Gates: D.C. choice-of-law rules apply; forum procedural rules control	Court: §1281.2(c) is procedural; under D.C. choice-of-law rules forum procedures apply, so D.C. procedures govern and staying under Cal. law was not required

Key Cases Cited

Davis v. Winfield, 664 A.2d 836 (D.C. 1995) (signature on written agreement evidences mutual assent)
Nickens v. Labor Agency, 600 A.2d 813 (D.C. 1991) (party who signs contract is bound absent fraud or mistake)
Brown v. Dorsey & Whitney, LLP, 267 F. Supp. 2d 61 (D.D.C. 2003) (employment agreement incorporating firm dispute-resolution policy supported enforcement of arbitration clause)
Green Tree Financial Corp.-Ala. v. Randolph, 531 U.S. 79 (U.S. 2000) (order compelling arbitration can be final where it disposes of the case)
Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20 (U.S. 1991) (statutory claims generally arbitrable)
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (U.S. 1985) (statutory antitrust claims subject to arbitration under broad arbitration clauses)
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (forum-selection clauses enforceable unless unreasonable or unfair)
Carter v. Cathedral Ave. Coop., Inc., 658 A.2d 1047 (D.C. 1995) (orders compelling arbitration in independent proceedings are final and appealable under Title 11)
Forrest v. Verizon Communications, Inc., 805 A.2d 1007 (D.C. 2002) (forum-selection clause enforced where reasonably communicated)
Haynes v. Ruder, 591 A.2d 1286 (D.C. 1991) (arbitration clause is construed to determine whether it is susceptible of covering the dispute)