DR. AMANDA SAUNDERS, Appellant, v. ST. CLOUD 192 PET DOC HOSPITAL, LLC, Appellee.
Case No. 5D17-45
IN THE DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FIFTH DISTRICT
Opinion filed August 11, 2017
NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF FILED
Non-Final Appeal from the Circuit Court for Osceola County, Scott Polodna, Judge.
Travis Hollifield, of Hollifield Legal Centre, and Margarеt E. Kozan, of Margaret E. Kozan, P.A., Winter Park, for Appellant.
John Finnigan, of Finnigan Law Firm, P.A., Maitland, for Appellee.
Dr. Amanda Saunders appeals the trial court‘s order granting a motion to compel arbitration filed by appellee, St. Cloud 192 Pet Doc Hospital, LLC (“Pet Doc“). Because the trial court improperly granted Pet Dоc‘s motion to compel arbitration, we reverse and remand for further proceedings.1
In September 2015, Pet Doc hired Saunders (then, Dalton) as its managing doctоr of veterinary medicine. The parties executed an employment agreement containing the following arbitration provision: “Any claim or controversy thаt arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association.” (emphasis added). In June 2016, Saunders filed a four-count complaint against Pet Doc, alleging: (I) sex discrimination in violation of Osceola County Ordinance Section 27, (II) negligent hiring, (III) negligent training, and (IV) negligent supervision. The allegations stemmed from various incidents involving one of Saunders‘s co-workers, which she alleges resulted in her constructive termination due to a hostile work environment. In its answer, Pet Doc generally denied Saunders‘s allegations and repeatedly asserted the following: “[Pet Doc] denies that jurisdiction and venuе are proper in this Court due to an arbitration provision in an Employment Agreement that [Saunders] entered into with [Pet Doc] and [Pet Doc] denies liability as to all of [Saunders‘s] claims in her Complaint.”
In October 2016, Pet Doc moved to compel arbitration and stay the proceedings, citing the employment agreement‘s arbitrаtion clause. Pet Doc argued Saunders‘s claims arose “from the parties’ employment relationship that only existed as a result of the parties’ execution of their Employment Agreement” and, thus, fell well within the scope of the broad arbitration clause. Pet Doc also cited the employment agreement‘s сlause concerning harassment and discrimination, which states:
It is the policy of Company to maintain a model workplace free from harassment and othеr forms of discrimination based on race, color, religion, sex, national origin, age, disability, and sexual orientation.
Accordingly, Company has zero tolerance for harassment or any other form of unlawful discrimination. Company will not tolerate retaliation against any employee for reporting matters under this policy or procedure, or for assisting in any inquiry about such a report. Employee agrees to strictly comply with Company policy.
After a hearing, the trial court compelled arbitration.
“Under both federal statutory рrovisions and Florida‘s arbitration code, there are three elements for courts to consider in ruling on a motion to compel arbitration of a given disputе: (1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and (3) whether the right to arbitration was waived.” Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999). According to Seifert, “the phrase ‘arising out of or relating to’ the contract has been interpreted broadly to encompass virtually all disputes between the contracting parties, including related tort claims.” 750 So. 2d at 637. Howеver, the Florida Supreme Court also qualified this otherwise broad scope:
[E]ven in contracts containing broad arbitration provisions, the determination of whеther a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract сontaining the arbitration clause.
[T]he mere fact that the dispute would not have arisen but for the existence of the contract and consequent relationship between the parties is insufficient by itself to transform a dispute into one “arising out of or relating to” the agreement. . . . [F]or a tort claim to be considered “arising out of or relating to” an agreement, it must, at a minimum, raise some issue the resolution of which requires reference to or construction of some portion of the contract itself.
Pet Doc specifically argues a significant relationship existed between the agreement and the claims because, “[w]ithout the Emрloyment Agreement, Dr. Saunders would not have been an employee at Pet Doc, and Pet Doc would not have had any statutory or common law duties regarding thе claims Dr. Saunders alleged.” For several reasons, this argument fails. Seifert rejected such logic, holding, “While it is certainly true that this dispute would not have arisen but for the sales agreement between U.S. Home and the Seiferts, we conclude that the mere existence of such contract is not sufficient to compel that this dispute be arbitrated.” Id. at 642. The court noted that the complaint‘s allegations neither asserted duties arising from the subject sales contract nor even referred to or mentiоned the agreement, and thus concluded that the tort action dispute in the case did not bear “a significant relationship to the contract or that the pаrties in contracting necessarily contemplated the existence and arbitration of future tort claims for personal injuries based on a party‘s common law negligence.” Id.
Although the employment agreement created the legal relationship between Pet Doc and Saunders, her claims did not relate direсtly to the contract itself. Cf. Sears Authorized Termite & Pest Control, Inc. v. Sullivan, 816 So. 2d 603, 606 (Fla. 2002) (“Sullivan‘s cause of action rests upon the failure to perform the agreement.“); Terminix Int‘l Co. v. Ponzio, 693 So. 2d 104, 108 (Fla. 5th DCA 1997) (finding that “[t]he controversy or claims here clearly arise out of or derive from Terminix‘s contractual undertaking” because “[t]he allegations of the complaint assert that Terminix had a duty, deriving from its contractual agreement, to eradicate
Pеt Doc argues the agreement‘s reference to a zero tolerance policy regarding workplace harassment and discrimination requires the arbitration of Saunders‘s sexual discrimination and negligence claims. However, the language of this provision addresses only Pet Doc‘s duty to terminate anyone who hаrasses or discriminates and Saunders‘s duty to comply with this policy, presumably by not harassing or discriminating against any of her co-workers. Saunders did not allege that Pet Doс breached the employment agreement by failing to comply with its zero tolerance policy. This provision, combined with the arbitration clause, does not necessarily communicate that the parties “contemplated the existence and arbitration of” claims like those raised by Saunders. Seifert, 750 So. 2d at 642. Therefore, thе trial court erred by compelling the arbitration of Saunders‘s claims.
REVERSED and REMANDED.
PALMER and EDWARDS, JJ., concur.