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Goodrich v. Adtrav Travel Management, Inc.

United States District Court, District of Columbia

February 1, 2016

MICHAEL GOODRICH, Plaintiff,
v.
ADTRAV TRAVEL MANAGEMENT, INC., Defendants.

OPINION AND ORDER

CHRISTOPHER R. COOPER UNITED STATES DISTRICT JUDGE

Plaintiff Michael Goodrich was fired after working just five months as a “virtual agent” for Defendant ADTRAV Travel Management, Inc. (“ADTRAV”). Goodrich filed a complaint in this Court, alleging that his termination violated the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101 et seq. As a condition of his employment, Goodrich had signed an agreement that would have routed precisely this sort of claim to an alternative dispute resolution program rather than litigation in state or federal court. ADTRAV has accordingly moved to compel arbitration under this agreement and stay the complaint. Goodrich resists enforcement of the arbitration agreement on the grounds that it is both procedurally and substantively unconscionable. Finding that the agreement is not unconscionable, the Court will grant ADTRAV’s motion.

I. Background

ADTRAV employed Michael Goodrich as a travel agent from September 7, 2013, until February 10, 2014. Compl. ¶¶ 5–6.[1] Although ADTRAV operates out of Birmingham, Alabama, Goodrich worked remotely from his home in Washington, D.C. Id. ¶ 7. At the time of his employment, Goodrich suffered from “bipolar 2 disorder, ADHD, anxiety disorder, and mood disorder.” Id. ¶¶ 10–11. His project manager allegedly subjected him to “unfair criticisms” on account of his disability, which “hindered [his] work.” Id. ¶¶ 17–19. On February 5, 2014, Goodrich complained to ADTRAV’s Vice President of Human Resources to request reasonable accommodation for his disability. Id. ¶¶ 14, 19. ADTRAV fired him five days later. Id. ¶¶ 12–13. On June 11, 2015, Goodrich filed a complaint in this Court, alleging that ADTRAV terminated him in violation of the ADA.

Soon after Goodrich’s employment had begun, he and ADTRAV entered into a written agreement entitled “Alternative Dispute Resolution Program.” This agreement made it a “condition of . . . employment” that “any controversy or claim arising out of or relating to [the] employment relationship with the Company or the termination of that relationship, must be submitted for non-binding mediation before a third-party neutral and (if necessary) for final and binding resolution by a private and impartial arbitrator.” Mem. Supp. Def.’s Mot. Compel Arbitration & Stay Complaint (“Def.’s Mot.”), Ex. A (“Arbitration Agreement”), at 1. Arbitrable matters expressly included “claims for discrimination (including, but not limited to, discrimination based on . . . mental or physical disability or medical condition . . .), harassment, retaliation, or otherwise, arising under . . . the Americans with Disabilities Act.” Id. at 1–2.

The Arbitration Agreement further provided that all required mediation and arbitration would occur in Birmingham, Alabama, unless the parties mutually agreed on an alternative location. Id. at 3. It also specified that the arbitrator would apply Alabama law, as well as any governing federal law. Id. The Agreement closed with an acknowledgment that “[b]oth parties understand that by agreeing to the terms in this Procedure, both are giving up any constitutional or statutory right they may possess to have covered claims decided in a court of law before a judge or jury.” Id. at 4.

ADTRAV answered Goodrich’s complaint on September 14, 2015, raising a number of affirmative defenses.[2] On October 7, it filed a Motion to Compel Arbitration and Stay the Complaint. ADTRAV contends that the parties plainly entered into an agreement requiring that disputes of this very type be referred for arbitration, and that federal law requires enforcement of valid arbitration agreements. In response, Goodrich concedes that he and ADTRAV entered into the Arbitration Agreement and that his present claim for relief under the ADA was encompassed within the Agreement. Yet he insists that the Agreement is unenforceable as a matter of contract law. Goodrich claims that it was executed in a procedurally unconscionable fashion, since he was given little time to read the document. Mem. Supp. Pl.’s Opp’n Def.’s Mot. (“Pl.’s Opp’n”) 4. He also maintains that the Agreement is substantively unconscionable, because its forum-selection clause would require him to travel hundreds of miles from where he lives and hire an attorney familiar with relevant Alabama law. Id. at 5.

II. Legal Standard

The Federal Arbitration Act (“FAA”) provides that “[a] written provision in any . . . contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” 9 U.S.C. § 2. This law “strongly favors the enforcement of agreements to arbitrate as a means of securing ‘prompt, economical and adequate solution of controversies.’” Rodriguez de Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477, 479–80 (1989) (quoting Wilko v. Swan, 346 U.S. 427, 438 (1953)). Accordingly, courts must “rigorously enforce agreements to arbitrate.” Green Tree Fin. Corp. v. Bazzle, 539 U.S. 444, 458 (2003) (quoting Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth Inc., 473 U.S. 614, 626 (1995)). Section 4 of the FAA permits a party to petition a federal district court otherwise having subject-matter jurisdiction “for an order directing that such arbitration proceed in the manner provided for in such agreement.” 9 U.S.C. § 4. A court reviewing such a motion must “determine the enforceability of the agreement [to arbitrate] and decide whether arbitration should be compelled.” Hill v. Wakenhut Servs. Int’l, 965 F.Supp.2d 84, 90 (D.D.C. 2012) (quoting Nelson v. Insignia/Esg, Inc., 215 F.Supp.2d 143, 146 (D.D.C. 2002)).

Yet “like other contracts, ” arbitration agreements “may be invalidated by ‘generally applicable contract defenses, such as fraud, duress, or unconscionability.’” Rent-a-Center, West, Inc. v. Jackson, 561 U.S. 63, 68 (2010) (quoting Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681, 687 (1996)). “Whether an arbitration agreement is unconscionable is primarily a question of state contract law.” Ruiz v. Millennium Square Residential Ass’n, Civ. No. 15-1014 (JDB), 2016 WL 158498, at *3 (D.D.C. Jan. 13, 2016). The parties agree that District of Columbia law governs whether the Arbitration Agreement is enforceable. In the District, “[a] party seeking to avoid a contract because of unconscionability must prove two elements: an absence of meaningful choice on the part of the parties together with contract terms which are unreasonably favorable to the other party.” Ruiz, 2016 WL 158498, at *3 (quoting Curtis v. Gordon, 980 A.2d 1238, 1244 (D.C. 2009)). These two elements are known as procedural and substantive unconscionability. See also Fox v. Computer World Servs. Corp., 920 F.Supp.2d 90, 97 (D.D.C. 2013) (“Under D.C. law, a court can void a contract on the grounds that it is unconscionable if the party seeking to avoid the contract proves that the contract was both procedurally and substantively unconscionable.”). “The court determines unconscionability as a matter of law.” Curtis, 980 A.2d at 1244 (quoting Urban Invs., Inc. v. Branham, 464 A.3d 93, 99 (D.C. 1983)).

III. Analysis

A. Substantive Unconscionability

Goodrich argues that the Arbitration Agreement is substantively unconscionable because it would force him both “to travel hundreds of miles away from his home and where he actually did his work duties” and “to hire an attorney familiar with Alabama law.” Pl.’s Opp’n 5. The Court disagrees that these logistical difficulties justify voiding the parties’ agreement. A contract may be found substantively unconscionable only if its “‘terms are unreasonably favorable to one party’ such that they are ‘so outrageously unfair as to shock the judicial conscience.’” Song fi, Inc. v. Google Inc., 72 F.Supp.3d 53, 62 (D.D.C. 2014) (quoting Fox, 920 F.Supp.2d at 99).

The Supreme Court has recently observed that contracting parties are “generally free to structure their arbitration agreements as they see fit.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 683 (2010) (quoting Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 57 (1995)). Unsurprisingly, then, the FAA allows parties “considerable latitude to choose what law governs some or all of [an arbitration contract’s] provisions.” DIRECTV, Inc. v. Imburgia, 136 S.Ct. 463, 468 (2015). So to the extent that a party may effectively be ...


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