80 F. Supp. 3d 469
W.D.N.Y.2015Background
- Plaintiff Amarjit S. Virk, M.D. sues MGAPC for breach of contract and discrimination in state court; after removal, Defendants move to compel arbitration under FAA.
- 2000 Employment Agreement between Virk and MGAPC includes an arbitration clause in Article 16, with carve-outs for non-compete provisions and six-month limitations for arbitration.
- Virk completed one year of employment in 2001 and became a shareholder/director of MGAPC; MGAPC relationship terminated in 2013 following Kaleida Health privilege suspensions.
- Kaleida suspended Virk’s clinical privileges on May 15, 2013; MGAPC terminates the employment relationship under Article 9 based on loss of ability to provide services.
- Virk obtains a 2014 state court order annulling Kaleida’s suspension and expunging it from the personnel file but is not reinstated; Virk files civil action in Feb. 2014 asserting federal and state claims, including ADEA, Title VII, §1981, ADA, and NYSHRL claims.
- Court addresses whether to compel arbitration and whether the 2000 Agreement governs the present disputes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Who decides arbitrability? | arbitrability should be for the court unless clearly delegated | arbitrator may decide arbitrability by the broad arbitration clause and incorporation of AAA rules | Court determines arbitrability; no clear delegation in the broad clause due to carve-outs |
| Validity of the 2000 Employment Agreement | 2000 Agreement may be inoperative after one year and superseded by a 2005 agreement | 2000 Agreement remains valid; no evidence of modification or supersession | 2000 Agreement valid and its arbitration clause generally enforceable |
| Do federal statutory claims fall within arbitration? | federal discrimination claims should be arbitrable if within contract scope; potential exhaustion concerns | claims fall within arbitration scope; exhaustion is not a bar due to FAA preemption and contract language | Statutory claims arbitrable under the 2000 Agreement; arbitration compelled |
| Public policy/exhaustion defense viability | exhaustion requirements could preclude arbitration of Title VII/ADA claims | exhaustion may be waived; FAA preempts state exhaustion requirements | Exhaustion defenses do not bar arbitration under FAA in this contract |
Key Cases Cited
- NASDAQ OMX Group, Inc. v. UBS Securities, LLC, 770 F.3d 1010 (2d Cir. 2014) (broad arbitration clause; implies arbitrability may be delegated where clearly evidenced)
- Shaw Group Inc. v. Triplefine Int’l Corp., 322 F.3d 115 (2d Cir. 2003) (clear/unmistakable delegation in broad clause)
- Contec Corp. v. Remote Solution Co., Ltd., 398 F.3d 205 (2d Cir. 2005) (arbitration clause as independent of contract; delegation impact)
- Katz v. Feinberg, 290 F.3d 95 (2d Cir. 2002) (limited arbitration carve-outs affect delegation)
- Oldroyd v. Elmira Savings Bank, 134 F.3d 72 (2d Cir. 1998) (presumption of arbitrability; broad scope favors arbitration)
- Ragone v. Atlantic Video at the Manhattan Center, 595 F.3d 115 (2d Cir. 2010) (exhaustion rules and public policy balancing; arbitration of statutory claims)