ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S MOTION FOR SUMMARY JUDGMENT
Plaintiff, a Black native of Nigeria who is now a permanent resident of the United *374 States, brought this action alleging that Union Oil Company of California (“Union Oil”) discriminated against him in employment on the basis of race and national origin. The complaint alleges that various actions by Union Oil between August 27, 1976, and June 8, 1979, violated his rights under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., and 42 U.S.C. § 1981, and that those acts constituted breaches of his contract of employment.
Defendant moved for partial summary judgment on two theories: first, that a portion of plaintiff’s claims under § 1981 and the employment contract theories are barred by the appropriate California statutes of limitation; and second, that the settlement of a charge filed by plaintiff on August 27, 1976, with the Equal Employment Opportunity Commission (“EEOC”), barred any suit for employment discrimination relating to incidents before that date.
FACTS
Union Oil first hired plaintiff in October, 1970, as a Plantman in its Los Angeles Terminal. In April, 1971, he was assigned to a Lab Technician position, which he held until Friday, August 6, 1976. On that date the Terminal Superintendent permanently relieved him of the Lab Technician position and advised him to go home to decide if he would prefer to be terminated or demoted to Plantman. On Monday, August 9, 1976, plaintiff advised the Superintendent that he preferred demotion and he began work as a Plantman on the following day. On August 12, 1976, he left work on sick leave and did not return to work until May 23, 1977.
On August 27, 1976, while on sick leave, plaintiff filed a charge with the EEOC. Shortly thereafter, although the date is not clear from the record, he engaged an attorney to represent him in that matter. The attorney had regular contact with Union Oil during the pendency of the charge.
When plaintiff returned to work he accepted placement as a General Clerk in the Administrative Office of the Los Angeles Terminal. He worked until November 22, 1977, when he again left on sick leave. When he returned to work on January 15, 1979, he accepted placement in a Trainee position. On June 8,1979, he was terminated from Union Oil’s employ.
This complaint was filed on August 7, 1979, although not formally served until January 28, 1980. Union Oil acknowledges that plaintiff gave it a copy of the complaint shortly after its filing.
In January, 1980, Union Oil and plaintiff’s attorney negotiated a settlement of the charge that had been filed with the EEOC in 1976, by which Union Oil agreed to pay plaintiff $4,718.70. Union Oil prepared, and sent to plaintiff, a general release for his signature. It reads in relevant part:
In consideration of the terms and provisions of the Settlement Agreement entered into as of even date herewith, I do hereby ... release, acquit and forever discharge Union Oil Company of California ... from any and all claims, actions, causes of action, rights, demands, debts, damages, or accountings of whatever nature, whether known or unknown, from the beginning of time to the date hereof, excepting only those matters set forth in the Settlement Agreement.
Union Oil sent with this General Release and Settlement Agreement a cover letter stating, in relevant part:
I wish to withdraw my lawsuit filed against Union Oil Company of California in Case No: 79-02969 and all other charges filed against Union Oil Company of California.
The reason I wish to withdraw or dismiss this lawsuit and all other charges is that I have entered into an agreement with the Company resolving all differences between myself and Union Oil Company of California.
Plaintiff refused to sign the general release and, instead, signed an EEOC form Settlement Agreement. The Agreement provided in relevant part:
1. In exchange for the promises made by Union Oil Company of Calif, contained in paragraph (2) of this agreement, Herbert O. Okonko agrees not to institute a *375 lawsuit under Title VII of the Civil Rights Act of 1964, based on charge number TLA6-3563 [the 1976 charge] filed with the Equal Employment Opportunity Commission ....
3. This agreement constitutes the complete understanding between the Respondent, Charging Party and the Equal Employment Opportunity Commission. No other promises or agreements shall be binding unless signed by these parties.
A representative of Union Oil also signed the EEOC form Settlement Agreement and sent a check to plaintiff in the agreed amount in late January, 1980.
During the course of the settlement discussions, plaintiff filed a second charge against Union Oil with the EEOC on January 9, 1980. That charge, like the complaint in this case, alleged various acts of discrimination, beginning with his demotion to Plantman in 1976 and culminating with his termination from employment in 1979.
STATUTE OF LIMITATIONS
Union Oil contends that plaintiff is barred by the appropriate statute of limitations from seeking relief for any and all actions prior to August 7, 1976 on the § 1981 claim and August 7, 1977 on the breach of contract claim.
The controlling limitations period for a cause of action under § 1981, which does not contain its own statute of limitations, “would ordinarily be the most appropriate one provided by state law.”
Johnson v. Railway Express Agency, Inc.,
Wiltshire v. Standard Oil Co. of California,
The complaint in this case was filed on August 7, 1979. Thus, unless some tolling principle applies, plaintiff is barred from seeking relief for any conduct by defendant occurring prior to August 7, 1976 on the § 1981 claim and for any breach of contract occurring before August 7, 1977.
The filing of an administrative complaint with the EEOC does not, by itself, “toll the running of the statute of limitations on a cause of action under § 1981 based on the same facts.”
London v. Coopers & Lybrand,
In an action brought under § 1981, state tolling principles are applied as part
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of the state statute of limitations as long as those tolling principles are not inconsistent with the purposes of the federal legislation.
See Board of Regents of the University of the State of New York v. Tomanio,
California courts have recognized a doctrine of equitable tolling and applied the doctrine where plaintiff is pursuing an administrative remedy for the same alleged wrongdoing.
See London,
Therefore, because no tolling is available to plaintiff, he cannot recover on his § 1981 claim for actions prior to August 7, 1976.
The doctrine of equitable tolling might, however, provide a basis for tolling the state law breach of contract claim. The doctrine was applied in
Elkins v. Derby,
In such a case, we noted, defendant can claim no substantial prejudice, having received timely notice of possible tort liability upon filing of the compensation claim, and having ample opportunity to gather defense evidence in the event a court action ultimately is filed. We also noted the long settled rule that whenever exhaustion of administrative remedies is a prerequisite to a civil action the running of the limitations period is suspended during the administrative proceedings . . . and we stated that “regardless of whether the exhaustion of one remedy is a prerequisite to the pursuit of another, if the defendant is not prejudiced thereby, the running of the limitations period is tolled ‘[wjhen an injured person has several legal remedies and, reasonably and in good faith, pursues.’ ” [citations omitted].
[T]he doctrine of equitable tolling requires timely notice, and lack of prejudice, to the defendant, and reasonable and good faith conduct on the part of the plaintiff.
In
Jones v. Tracy School District,
Although the fact situations in Elkins, Addison, and Jones are distinguishable from the instant case, the doctrine established in those cases may apply to the facts present here. In this case, as in Jones, plaintiff was pursuing an administrative remedy to redress discrimination, which was an alternative, and not a prerequisite, to the court action seeking recovery for discrimination. Based upon Jones, it is relatively clear that the California Supreme Court would hold that the pendency of a Title VII charge before the EEOC could toll the statute of limitations for other factually-related claims, as long as the requirements that trigger the application of the equitable tolling doctrine, as stated in Addison (“timely notice, and lack of prejudice to the defendant, and reasonable and good faith conduct on the part of the plaintiff”) are satisfied.
In scrutinizing the factual record presented in this motion for partial summary judgment, the Court can find no uncontested facts that would bar the application of the equitable tolling doctrine to the contract claim. Clearly, there are genuine issues of fact that must be decided at trial in determining whether the doctrine should apply in this case.
Finally, the Court must determine whether the California equitable tolling doctrine, as applied to the contract claim, would be inconsistent with any federal policy so as to prohibit its application in this case. The Supreme Court has not yet considered whether a state law that would provide for such tolling for a state law cause of action would be inconsistent with federal policy underlying Title VII actions. Where state law provides for a rational tolling rule based on analysis of the principles that underlie the statute of limitations, 2 the federal policy of retaining separate and independent remedies for discrimination under Title VII and § 1981 would not prevent the application of such a rule to a pendent claim for breach of contract that arises from the same circumstances as underlie the Title VII charge.
Therefore, because there is no tolling available for the § 1981 cause of action, plaintiff may not recover damages for actions by defendant prior to August 7, 1976 and defendant’s motion for partial summary judgment is granted as to that claim. Because the Court finds that the California rule of equitable tolling might be applicable to the state law breach of contract claim, defendant’s motion for partial summary judgment is denied as to that claim.
THE EFFECT OF THE SETTLEMENT OF THE 1976 EEOC CHARGE
Union Oil contends that the Settlement Agreement, entered into between the parties in January, 1980, bars plaintiff from pursuing Title VII, § 1981, or contract rem *378 edies arising out of allegedly discriminatory actions prior to August 27, 1976, the date plaintiff filed his original charge with the EEOC. Because plaintiff is barred by the statute of limitations from recovering on his § 1981 claim for actions prior to August 7, 1976, granting the motion for partial summary judgment as to that claim would preclude recovery only for acts by defendant between August 7 and August 27,1976.
A settlement agreement is a type of contract, the interpretation of which is governed by the principles of local law applicable to contracts generally.
See Glazer v. J.C. Bradford & Co.,
Compromise agreements are governed by the legal principles applicable to contracts generally, the primary object being to ascertain the intention of the parties, which is to be determined from the writing itself, construed in the light of the circumstances surrounding its execution, including the object, nature, and subject matter of the agreement, and the preliminary negotiations between the parties.
California law allows a plaintiff to settle some of the claims arising from a factual situation without necessarily settling all possible claims. As the court held in Shriver:
A compromise agreement is conclusive between the parties as to the matters compromised. Compromise agreements, however, “ ‘regulate and settle only such matters and differences as appear clearly to be comprehended in them by the intention of the parties and the necessary consequences thereof, and do not extend to matters which the parties never intended to include therein, although existing at the time.’ 8 Cyc. 520, 521.” Lemm v. Stillwater Land & Cattle Co., [217 Cal. 474 , 482,19 P.2d 785 , 789 (1933)].
Under the terms of this Settlement Agreement, plaintiff “agrees not to institute a lawsuit under Title VII of the Civil Rights Act of 1964, based on [the 1976] charge . . . That charge alleged that Union Oil discriminated against plaintiff in (a) relieving him of his Lab Technician position and (b) assigning him to a Plantman position. Although it is not clear whether this suit is based on the 1976 charge or the 1980 charge, 3 the Settlement Agreement must be read to be a relinquishment by plaintiff of his right to pursue a Title VII remedy for any of the incidents of discrimination encompassed in the 1976 charge. Therefore, the Court concludes that plaintiff is barred from suing under Title VII with respect to any and all events preceding August 27, 1976. The Settlement Agreement, however, does not mention the institution of actions seeking remedies under § 1981 or for breach of contract. The fact that plaintiff did not expressly agree not to bring such suits, together with the fact that the Settlement Agreement contains an integration clause stating that it represents the “complete understanding” between the parties, leads to the conclusion that it does not bar plaintiff from pursuing other remedies based on the alleged discriminatory actions *379 prior to August 27, 1976. This interpretation is supported by the fact that Union Oil, before it signed the Settlement Agreement, was aware that this suit, containing § 1981 and breach of contract claims, had been instituted. Therefore, it knew that plaintiff might press those claims even after the settlement. Moreover, Union Oil prof erred to plaintiff a release, which would have settled all of his discrimination causes of action. Plaintiff refused to sign that release and, thereafter, the parties executed the EEOC form settlement agreement. This undisputed sequence of events indicates that both parties were agreeing only to the narrow terms of the EEOC form settlement agreement and that neither believed that plaintiff was actually agreeing to relinquish either § 1981 or breach of contract claims.
Union Oil argues that, regardless of the intent of the parties as a matter of federal policy, the settlement of a Title VII charge must be interpreted to settle all related claims, including those under § 1981 and those alleging a breach of an employment contract. It relies primarily on
United States v. Allegheny-Ludlum Industries, Inc.,
The
Allegheny-Ludlum
case involved the settlement of a massive pattern and practice discrimination suit against certain steel companies and unions. Under the terms of that settlement, a fund of $30,940,000 was established to pay claimants back pay. In order to receive back pay under the settlement, a claimant had to agree to release all claims against the defendants arising from alleged discrimination on the basis of race, color, sex, or national origin occurring on or before the date of entry of the consent decree in the case. Claimants were specifically required to relinquish the right to sue under Title VII, § 1981, Executive Order 11246, the United States Constitution, the Labor Management Relations Act, 29 U.S.C. § 151
et seq.,
and any other federal, state or local constitutional or statutory provisions. Certain parties in that case contended that it was contrary to national public policy to require claimants to relinquish all of these related causes of action in order to obtain back pay under the settlement in the pattern and practice suit. The court held that it was not against public policy to approve a settlement that required individual claimants to relinquish a broad range of remedies in order to obtain the settlement of a back pay claim. The court noted that each individual claimant had the opportunity to participate or not, and that if he chose not to make a claim, he retained his full range of legal and administrative remedies.
support the assertion that an aggrieved employee who freely settles his or her unliquidated demand with the employer or the union may reciprocate by suing the same defendant at a later date on the same cause of action, merely because the employee grows dissatisfied with the payment for which he or she settled. Very frankly, we cannot conceive of how any employment discrimination dispute could ever be resolved outside, or indeed inside, the courtroom, if defendants were forbidden to obtain binding, negotiated settlement. No defendant would ever deliver money, promises, or any other consideration — not even a peppercorn — except after entry of a contested, final court order, and even this, on appellants’ reasoning, might not end the matter.
The three other cases cited by Union Oil are more apposite. In Strozier v. General Motors Corp. the district court held that the plaintiff’s settlement of grievances regarding disciplinary actions by his employer barred suits under Title VII and § 1981 based on the same disciplinary actions, stating that
[w]here an employee voluntarily and knowingly accepts settlement relief substantially equivalent to that obtainable under Title VII and section 1981, he has waived his right to resort to the judicial forum to obtain additional relief under Title VII and section 1981 if such additional relief is grounded upon the same alleged discriminatory conduct that forms the basis of the voluntary settlement.
In
Lyght v. Ford Motor Co.,
the court relied upon
Allegheny-Ludlum
and the
Strozier
district court opinion to hold that a plaintiff’s knowing and voluntary settlement of a claim before the Michigan Civil Rights Commission barred his Title VII suit despite the fact that plaintiff was not represented by counsel in negotiating the settlement, which was not in writing, and which did not provide any back pay.
Obviously, if settlement agreement reached through the conciliation efforts of the EEOC could be avoided by the simple expedient of suing under § 1981, no employer would have any incentive to settle claims pursuant to the fact finding, “no fault” settlement, or other conciliation proceedings of the EEOC, and the role of the EEOC in fostering the conciliation of employment discrimination claims would be severely hampered if not effectively destroyed.
This Court disagrees with the district court’s holding in
Mosley.
A plaintiff, whether
pro per
or represented by counsel, who signs a form EEOC settlement agreement, which appears on its face to release only Title VII claims, should not be held to have relinquished all factually-related causes of action for employment discrimination for which different damages and remedies may be obtained.
5
To find other-
*381
wise would be contrary to the spirit of numerous cases that emphasize the separate and independent natures of actions under Title VII and actions under § 1981.
See Johnson,
In interpreting the effect of a settlement agreement reached through the conciliation efforts of the EEOC it is significant that the EEOC can only enter into a conciliation agreement as to the Title VII charge. See 42 U.S.C. § 2000e-5 (1976). Furthermore, in this case, the parties appeared to appreciate the limited effect of the EEOC settlement agreement and thus should be bound to its exact terms. Union Oil attempted to negotiate a settlement whereby plaintiff would release all claims. The plaintiff refused to sign the general release of all claims and, instead, executed the form agreement, relinquishing only his right to proceed with a Title VII action. Union Oil subsequently signed the same agreement and consummated the settlement.
The Court, therefore, declines to rule that, as a matter of law, the EEOC form settlement agreement bars claims based on the same facts brought under § 1981 or a related breach of contract cause of action and, therefore, denies defendant’s motion for partial summary judgment, on that ground, as to the § 1981 and breach of contract claims.
If the EEOC does not contemplate the conciliation of claims other than those arising under Title VII, it would be helpful if the form that it uses clearly state whether the settlement does or does not release those other causes of action. An unambiguous agreement would assure that both parties entering into a settlement under the auspices of the EEOC know exactly what rights are thereby being released.
ACCORDINGLY,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED:
that defendant’s motion for partial summary judgment is GRANTED as to the § 1981 claim for acts prior to August 7, 1976;
that defendant’s motion for partial summary judgment is DENIED as to the § 1981 claim for acts between August 7 and August 27, 1976;
that defendant’s motion for partial summary judgment is GRANTED as to the Title VII claim for acts prior to August 27, 1976; and
that defendant’s motion for partial summary judgment is DENIED as to the breach of contract claim.
Notes
. If, however, plaintiffs contract cause of action is based on the breach of a written collective bargaining agreement, the applicable statute of limitations is four years. See Cal.Code Civ.Proc. § 337(1) (setting forth period for claims on a breach of a written contract). Although the defendant contends that the agreement had a mandatory grievance and arbitration procedure, which plaintiff did not pursue, neither party has submitted that contract to the Court. Nevertheless, the failure to exhaust the remedies provided by the collective bargaining agreement generally bars judicial enforcement of its terms.
See Clayton
v.
International Union, United Automobile, Aerospace and Agricultural Implement Workers of America,
- U.S.-,
. The rationales for equitable tolling, explained in
Elkins,
are a) that such tolling “will not frustrate achievement of the limitations statute’s primary purpose,” which is to prevent “ ‘surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared,’ ”
quoting Order of R.R. Telegraphers v. Railway Express Agency,
. The complaint alleges that a charge has been filed with the EEOC, that a Right to Sue letter has been obtained, and that the complaint was filed within 90 days of receipt of the Right to Sue .letter. This allegation must refer to the 1976 EEOC charge, because the second charge was not filed until 1980, which was after this suit was filed, in August 1979. It is unclear, from the record before this Court, whether a Right to Sue letter has been obtained as to the second EEOC charge on which plaintiff bases his Title VII claims for actions occurring after August 27, 1976.
. The EEOC form Settlement Agreement at issue in the
Mosley
case is, in all relevant language, identical to the Settlement Agreement at issue here except that it does not contain an integration clause, which states that the Settlement Agreement represents the complete understanding between the parties.
See
. Even if a plaintiff obtained full Title VII back pay relief, there are other forms of relief, including compensatory and punitive damages, which are available under § 1981 and breach of contract causes of action.
See Johnson
v.
Rail
way
Express Agency, Inc.,