United States District Court, D. Colorado
WENDY ST. CHARLES, Plaintiff,
SHERMAN & HOWARD L.L.C., a Delaware corporation, and JAMES WEAR, Defendants.
RAYMOND P. MOORE, District Judge.
This matter is before the Court on Defendant Sherman & Howard L.L.C.'s ("Sherman & Howard") motion to compel arbitration (ECF No. 19) and Defendant James Wear's ("Wear") motion to compel arbitration (ECF No. 18). Both Defendants request that the Court stay the matter pending arbitration. (ECF No. 19 at 9; ECF No. 18 at 8.) Plaintiff Wendy St. Charles ("St. Charles") opposes Defendants' motions. (ECF No. 24.)
For the reasons stated below, the Court (1) GRANTS Sherman & Howard's motion to compel arbitration; (2) GRANTS, in part, Wear's motion to compel arbitration; and (3) ADMINSITRATIVELY CLOSES the matter subject to reopening for good cause pursuant to Local Civil Rule 41.2.
This is an employment discrimination suit brought by Plaintiff who was terminated from her employment with Sherman & Howard. (ECF No. 1 ¶ 1.) Plaintiff alleges that Sherman & Howard discriminated against her and created a hostile work environment against her on the basis of her sex in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq. ("Title VII"). (ECF No. 1 ¶¶ 163-67.) Plaintiff alleges that Sherman & Howard retaliated against her in violation of Title VII for reporting Wear's sexually harassing conduct. (ECF No. 1 ¶¶ 168-73.) Plaintiff alleges that Sherman & Howard wrongfully discharged her in violation of public policy. (ECF No. 1 ¶¶ 183-88.) Plaintiff alleges that Sherman & Howard and Wear negligently inflicted emotional distress upon her. (ECF No. 1 ¶¶ 179-82.) Plaintiff alleges that Sherman & Howard and Wear intentionally inflicted emotional distress upon her. (ECF No. 1 ¶¶ 174-78.) Plaintiff alleges that Wear tortiously interfered with Plaintiff's employment contract with Sherman & Howard. (ECF No. 1 ¶¶ 189-94.)
Plaintiff's allegations stem from her employment with Sherman & Howard between April 2008 and 2014. (ECF No. 1 ¶¶ 13-16, 21.) Defendant Wear was an equity member of Sherman & Howard. (ECF No. 1 ¶ 18.) Plaintiff does not allege her specific employment status with Sherman & Howard ( see generally ECF No. 1) but does not contest Defendants' characterization of her employment as a Sherman & Howard Counsel Member ( see ECF No. 18 at 2; ECF No. 27-1 ¶ 2, Michael Yeonopolus Aff. ¶ 2; see generally ECF No. 24).
Plaintiff had an employment contract with Sherman & Howard. (ECF No. 1 ¶ 190.) An Amended and Restated Operating Agreement of Sherman & Howard effective January 1, 2011 (the "Operating Agreement") governed Plaintiff's employment. (ECF No. 19-1 ¶ 4, Joseph J. Bronesky Aff. ¶ 4; ECF No. 19-2 at 6, Operating Agreement § 1.1; ECF No. 19-3, Signature Page.) Operating Agreement Article 14 provides for a method of dispute resolution. (ECF No. 19-2 at 30, Operating Agreement Art. 14.) It states, in pertinent part, that:
In the event a dispute of any kind arises in connection with this [Operating] Agreement, including any dispute concerning its construction, performance or breach, the parties to the dispute (who may be any combination of [Sherman & Howard] and any one or more of the Owners will attempt to resolve the dispute as set forth in 14.2 before proceeding to arbitration as provided in 14.3.
(ECF No. 19-2 at 30, Operating Agreement § 14.1.)
Pursuant to the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq., Defendants move to compel arbitration of Plaintiff's claims based upon Operating Agreement Section 14.1. (ECF No. 18; ECF No. 19.)
II. LEGAL STANDARDS
Section 4 of the FAA, in pertinent part, provides that:
A party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition any United States district court which, save for such agreement, would have jurisdiction under Title 28, in a civil action... of the subject matter of a suit arising out of the controversy between the parties, for an order directing that such arbitration proceed in the manner provided for in such agreement.
9 U.S.C. § 4.
Section 3 of the FAA requires a court to stay actions involving matters referable to arbitration:
If any suit or proceeding be brought in any of the courts of the United States upon any issue referable to arbitration under an agreement in writing for such arbitration, the court in which such suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable under such an agreement, shall on application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the ...