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Dowley v. Dewey Ballantine

April 26, 2006

JOSEPH K. DOWLEY, PLAINTIFF,
v.
DEWEY BALLANTINE, LLP, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Emmet G. Sullivan United States District Judge

MEMORANDUM OPINION

Plaintiff, Joseph Dowley, is a former partner of defendant law firm, Dewey Ballantine, LLP ("Dewey"). He commenced this suit alleging breach of fiduciary duty, breach of contract, age discrimination and other statutory and common law claims arising out of defendants' conduct in terminating plaintiff's partnership with the firm. Pending before the Court is defendants' Motion to Dismiss the Action and Compel Arbitration. Defendants argue that this action should be dismissed because all of the claims contained in the plaintiff's Complaint are subject to arbitration under a valid arbitration agreement between the parties.

A motions hearing was held on March 22, 2006. Upon careful consideration of the motion, the response and reply thereto, the oral arguments, and the entire record herein, the Court concludes that the parties entered into a valid and enforceable arbitration agreement, and that the agreement encompasses all of plaintiff's claims asserted in his Complaint. Accordingly, the defendant's motion is GRANTED and all of the plaintiff's claims are DISMISSED with prejudice. Further, the parties are ordered to arbitrate all of the claims asserted in the plaintiff's Complaint.

I. BACKGROUND

Plaintiff Joseph Dowley became a full equity partner of Dewey in 1987. Compl. ¶ 12. He remained a partner until October 24, 2003, when he was asked to leave the firm by the Management Committee.*fn1 Compl. ¶ 27. Plaintiff was one of 15 partners whose association with Dewey was terminated at around the same time. Compl. ¶ 28. Eleven of the 15 terminated partners were age 50 or older. Compl. ¶ 16.

When plaintiff became a member of the Dewey partnership, he signed the Dewey Ballantine Firm Agreement ("partnership agreement"). Shutran Decl. ¶ 4. The partnership agreement, under Article IX, contains a provision for confidential arbitration, which provides in relevant part:

Arbitration

In the event of a controversy or claim arising out of this Agreement which cannot be settled by those concerned, it shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction provided, however, that no person shall serve as an arbitrator hereunder who is not a member of the bar of the State of New York.

Dewey Ballantine LLP Firm Agreement, Article IX (B)

The partnership agreement was amended and approved by all of the partners on October 17, 2003. Compl. ¶ 26. Seven days later, plaintiff was asked to leave the partnership. Compl. ¶ 27. The amended partnership agreement made certain changes to Article IV of the agreement, which addressed payments following retirement from the firm.*fn2 Compl. ¶ 18. The changes reduced anticipated pension payments and other benefits. Compl. ¶¶ 1, 18. Plaintiff alleges that if all of the partners had been informed by the Management Committee about the impending terminations of nearly 10% of the partners, the partners of the firm may not have voted for the proposed modifications to the partnership agreement. Compl. ¶¶ 65, 66.

This action was commenced by plaintiff in the Superior Court of the District of Columbia on February 24, 2005. However, the case was removed by defendants to this Court on March 24, 2005. In his Complaint, the plaintiff alleges that the defendants breached their legal, contractual and/or fiduciary duties to plaintiff by withholding and concealing the imminent termination of nearly 10% of the partners, and the financial analysis done in anticipation of those departures, including their overall impact on departure payments and retirement obligations. Compl. ¶ 66. Specifically, plaintiff alleges breach of fiduciary duty, fraud/overreaching, breach of contract, accounting (pattern of self-dealing), breach of covenant of good faith and fair dealing, interference with prospective economic advantage, age discrimination under the D.C. Human Rights Act*fn3 , D.C. Code § 2-1401.01 et seq., and violation of ERISA. Defendants have moved the Court for an Order, pursuant to Fed. R. Civ. P. 12(b)(6) and the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 3,4, to dismiss this action and to compel plaintiff to arbitrate his claims.

II. DISCUSSION

A. Standard of Review

The Court will not grant a motion to dismiss for failure to state a claim under Rule 12(b)(6) "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Kowal v. MCI Communications Corp., 16 F.3d 1271, 1276 (D.C. Cir. 1994). Accordingly, at this stage of the proceedings, the Court accepts as true all of the complaint's factual allegations. See Doe v. United States Dep't of Justice, 753 F.2d 1092, 1102 (D.C. ...


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