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Partridge v. American Hospital Management Co. LLC

United States District Court, District of Columbia

December 29, 2017

OWEN PARTRIDGE, Plaintiff,
v.
AMERICAN HOSPITAL MANAGEMENT COMPANY, LLC, et al, Defendants.

         MEMORANDUM OPINION DENYING PLAINTIFF'S MOTION TO STRIKE; DENYING DEFENDANTS' MOTION TO DISMISS AND TO COMPEL ARBITRATION; GRANTING IN PART AND DENYING IN PART PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT; GRANTING DEFENDANTS' COUNSEL'S MOTION TO WITHDRAW RE DOCUMENT NO. 7, 10, 15, 27

          RUDOLPH CONTRERAS UNITED STATES DISTRICT JUDGE

         I. INTRODUCTION

         Plaintiff Owen Partridge brought this action, which seeks to recover unpaid wages against American Hospital Management Company, LLC ("LLC"); American Hospital Management Company, LMT ("LMT"); and Randall D. Arlett, who is President, Chief Executive Officer, and Managing Director of both corporations. Before this Court considered a motion to dismiss and to compel arbitration filed by Defendants or reached the merits of Mr. Partridge's claims, the parties entered into a settlement agreement, which the Court approved and incorporated into a consent decree. Unfortunately, however, entry of the settlement agreement and consent decree did not end this dispute. Several payment deadlines have passed but, according to Mr. Partridge, no money has changed hands. Consequently, the Court has agreed to revisit and rule on the parties' three pre-settlement motions: (1) Plaintiffs motion to strike an errata sheet filed by Defendants, (2) Defendants' motion to dismiss and to compel arbitration, and (3) Plaintiff's motion for summary judgment. Also before the Court is a motion by Defendants' counsel requesting permission to withdraw his representation. For the reasons explained below, the Court denies Plaintiff's motion to strike and denies Defendants' motion to dismiss and to compel arbitration. The Court grants Plaintiff's motion for summary judgment against Defendant LMT on the breach of contract count, but otherwise denies Plaintiff's motion. The Court also grants Defendants' counsel's motion to withdraw.

         II. BACKGROUND

         Mr. Partridge initiated this action against his former employers-LLC, LMT, and Mr. Arlett-alleging that they have failed to pay him more than $107, 000 in wages that he earned managing a hospital facility on their behalf in Tbilisi, Georgia. Compl. ¶¶ 13-14, 23, 37, ECF No. 2. In Count One of his Complaint, Mr. Partridge claims that Defendants breached two separate employment agreements (collectively "the Agreements")-a two-year agreement that he had entered with LMT in December 2015 ("First Agreement") and another agreement that he had entered with either LCC or both LLC and Mr. Arlett in or about August 2016 ("Second Agreement") which purported to ensure strict compliance with the terms of the First Agreement.[1]Id. ¶¶ 14, 23, 25-26, 29, 41-43. Mr. Partridge also contends that Defendants violated the District of Columbia Wage Payment and Collection Law by withholding wages (Count Two) and committed fraud by misrepresenting their intent to perform under the Agreements (Count Three).[2] Id. ¶¶ 44-57. In addition, Mr. Partridge seeks a judgment declaring that a non- competition provision in the First Agreement is invalid as an unreasonable restraint on trade (Count Five). Id. ¶¶ 65-72. The relevant provisions state:

During the term of [the First Agreement], [Mr. Partridge] shall devote his work efforts exclusively to the performance of this Agreement and shall not, without [LMT's] prior written consent, render to others services of any kind for compensation, or engage in any other business activity that would materially interfere with the performance of his duties under this Agreement. [Mr. Partridge] cannot work directly for Sayali Group D/B/A American Hospital Tbilisi during this time.
During the [First Agreement] term, [Mr. Partridge] shall not, in any fashion participate or engage in any activity or other business competitive with [LMT]. In addition, [Mr. Partridge], while engaged by [LMT] shall not take any action without [LMT's] prior written consent to establish, form, or become employed by a competing business on termination of employment by [LMT]. [Mr. Partridge's] failure to comply with the provisions of the preceding sentence shall give [LMT] the right (in addition to all other remedies [LMT] may have to terminate any benefits that [Mr. Partridge] maybe otherwise entitled to following termination of this Agreement.

Compl., Ex. A. at 2-3, ECF No. 2.

         "Defendants [LLC] and Randall Arlett" moved to dismiss the Complaint and to compel arbitration. See Mem. Supp. Defs.' Mot. Dismiss for Lack of Subject Matter Jurisdiction, to Compel Arbitration and Failure to State a Claim at 5-8 ("Defs.' Mot. Dismiss"), ECF No. 7. Counsel for Defendants later filed an errata sheet, which clarified that the motion to dismiss had been submitted on behalf of all three Defendants. See Defs.' Erratta [sic] Sheet to Its Mot. Dismiss ("Errata Sheet") at 1, ECF No. 14. The motion to dismiss pointed to an arbitration clause in the First Agreement, which states:

Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. ... An arbitration hearing shall consist of three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. Each party shall pay the fees of the arbitrator he selects and of his own attorneys, and the expenses of his witnesses and all other expenses connected with presenting his case. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fees of the third arbitrator, and all other fees and costs, shall be borne equally by the parties. Despite the forgoing, the arbitrators may assign to one party or the other any and all fees and costs as part of any arbitration award.

         Compl., Ex. A at 5, ECF No. 2. Defendants also asked the Court to dismiss any claims asserted against Mr. Arlett as an individual, arguing that Mr. Arlett had not signed any agreement with Mr. Partridge in his personal capacity and that no pleading justified piercing the corporate veil to hold Mr. Arlett liable for any actions taken by LLC and LMT. Defs.' Mot. Dismiss at 4-5.

         Soon after, Mr. Partridge asked the Court to strike counsel's errata sheet, arguing that LMT had purposely declined to join the motion to dismiss and that an errata sheet could not be used to join a motion to dismiss. See Mot. to Strike Errata Sheet ¶¶4-7, ECF No. 15. Mr. Partridge also opposed Defendants' motion to dismiss and to compel arbitration and moved for summary judgment on his claims. See Pl's. Mem. in Opp'n to Mot. to Compel Arbitration and in Support of Pl's. Cross-Mot. Summ. J. ("Pl's. Opp. Mot. Dismiss"), ECF No. 9; Cross-Motion for Summ. J. ("Pl's. MSJ"), ECF No. 10.

         Before considering the pending motions-and at the request of the parties-this Court referred the case for mediation so that the parties could explore the possibility of settlement. See Order Referring Case to Magistrate Judge for Mediation, ECF No. 20; see also Rule 26(f) Report and Joint Proposed Discovery Plan at 3, ECF No. 19 (requesting referral for mediation). While settlement discussions were in progress, Defendants' counsel moved to withdraw his representation, explaining that "Defendant has been unable to abide by the terms of its agreement with counsel." Counsel Mot. To Withdraw ¶ 1, ECF No. 27. Specifically, according to counsel, "Defendants have not fulfilled their obligation to communicate with Counsel." Defs.' Counsel Reply Pl's. Resp. to Its Motion to Withdraw at 1, ECF No. 32. The "lack of communication has le[d] to a deteriorated attorney-client relationship, " counsel claims. Id. at 1-2. Moreover, counsel asserts that Defendants have "outstanding legal bills in arrears." Id. at 2. Counsel maintains that his withdrawal can be accomplished with minimal prejudice. Id. at 3.

         On July 10, 2017, with Defendants' counsel's withdrawal motion still under advisement, Mr. Partridge filed a motion with the Court, which supplied the parties' settlement agreement and asked the Court to incorporate its terms into a consent decree.[3] See Mot. to Enter Settlement Agreement, ECF No. 28. The settlement agreement-which, per its terms, became enforceable when Mr. Arlett signed it on June 19, 2017-specified that the Defendants would provide Mr. Partridge an initial payment of $50, 000 by July 19, 2017. Consent Decree ¶¶ 1, 11, ECF No. 31. "Upon receipt of the Initial Payment, " the parties would "release and covenant not to sue each other" and would "lodge a consent decree memorializing these terms and, except as necessary to enforce the decree, dismiss the litigation." Id. ¶¶ 4-5. Thereafter LLC and LMT would pay Mr. Partridge $10, 000 each month until the initial and monthly payments totaled $150, 000. Id.¶2. If LLC and LMT failed to make a monthly payment on time and failed to cure the default within five calendar days, the agreement established that "the Court shall enter judgment against [the corporations] for the entire unpaid balance plus all costs of collection, including attorney's fees pursuant to D.C. Code § 32-1308." Id. ¶ 6. The parties explicitly "consent[ed] to the continuing jurisdiction of the United States District Court for the District of Columbia unless and until Plaintiff receives Initial and Monthly Payments totaling $150, 000." Id. ¶ 10. On July 12, 2017, this Court entered a consent decree, which fully incorporated the parties' settlement agreement. See Id. That same day, the Court denied as moot Defendants' motion to dismiss and Plaintiff's motion for summary judgment. See Minute Order (July 12, 2017). Defendants' counsel's motion to withdraw remained under advisement.

         A little more than a month later, Mr. Partridge moved for an order requiring Defendants to show cause why they should not be held in contempt for allegedly violating the consent decree. App. for a Rule to Show Cause Why Defs. Should Not Be Held in Contempt of Court, ECF No. 35. According to Mr. Partridge, "despite [Mr.] Arlett's representations that he would make payments, that he already had made payments, and that he would provide confirmation of payments, " no payments-not even the initial payment of $50, 000-have been made. Id. at 1 & ¶ 11. At the first of two status conferences held shortly after Mr. Partridge filed his show cause motion, the Court explained that it had viewed Defendants' payment of the initial $50, 000 as a condition precedent to the parties' filing of the consent decree. Having heard for the first time through Plaintiff's show cause motion that no initial payment had been made, this Court thought it unwise to merely enforce the terms of the consent decree. Rather, the Court agreed to revisit the parties' pre-settlement motions.

         The Court ordered Mr. Arlett to appear for a second status conference to be held the next month. See Order, ECF No. 36 ("[T]he parties, including individual Defendant Randall Arlett, shall appear for a status conference on September 19, 2017. .. ."). Mr. Arlett belatedly notified Plaintiffs counsel and this Court that he was "not able to appear today in person" because he resides and works in Saudi Arabia. Letter from Randall Arlett ("Arlett Letter"), ECF No. 41 (time-stamped September 19, 2017 at 7:40 A.M.); see also Letter (Fax) from Steve Oster, ECF No. 39. In that same message, Mr. Arlett affirmed that Defendants "do not oppose" their counsel's motion to withdraw. Arlett Letter, ECF No. 41. He asked, however, for "a 30 day continuance to seek new counsel and allow the new counsel adequate time to prepare and respond in this matter." Id. He also represented that Defendants "have already started to seek new counsel and expect to have retained by the end of this week." Id. Although that representation was made on September 19, 2017, more than three months have elapsed without any new counsel entering an appearance on Defendants' behalf.

         Presently before the Court are Mr. Partridge's motion to strike Defendants' errata sheet, Defendants' motion to dismiss, Mr. Partridge's motion to summary judgment, and Defendants' counsel's motion to withdraw from this case.

         III. ANALYSIS[4]

         A. Plaintiff's Motion to Strike is Denied

         The Court first considers Mr. Partridge's motion to strike Defendants' counsel's errata sheet. See Mot. to Strike Errata Sheet, ECF No. 15. Mr. Partridge argues that the errata sheet, which clarified that Defendants' counsel had intended to submit the motion to dismiss on behalf of all three defendants, is not the appropriate means through which to join a motion to dismiss. See Id. at 1. "The use of errata sheets, " he contends, "is restricted to correcting typographic, stenographic, or other inconsequential errors." Id.¶\. Furthermore, he asserts that Defendants' counsel made a strategic decision to leave LMT off of the motion to dismiss. See Id. ¶¶ 5-6. And he argues that "if permitted Plaintiff will be prejudiced by having already responded to a Motion that subsequently was substantively altered without leave of Court." Id. ¶ 7. The Court disagrees.

         "The decision to grant or deny a motion to strike is vested in the trial judge's sound discretion." Canady v. Erbe Elektromedizin GmbH, 307 F.Supp.2d 2, 7 (D.D.C. 2004). Courts generally disfavor such motions. See Stabilisierung fonds Fur Wein v. Kaiser Stuhl Wine Distributors Pty. Ltd., 647 F.2d 200, 201 (D.C. Cir. 1981) (per curiam). A court may, however, strike an untimely filing or decline to allow a party to supplement a filing when doing so promotes the fair and efficient administration of justice. See Jackson v. Finnegan, Henderson, Farrabow, Garrett & Dunner, 101 F.3d 145, 150-53 (D.C. Cir. 1996) (affirming district court's denial of motion to supplement summary judgment filings); cf. Randolph v. ING Life Ins. & Annuity Co., 486 F.Supp.2d 1, 9 n.5 (D.D.C. 2007) (striking a surreply submitted without leave of court).

         The Court concludes that, under the circumstances of this case, it would be imprudent to strike Defendants' counsel's errata sheet. True enough, errata sheets are typically-and, perhaps, appropriately-used only to correct inconsequential errors. And instead of filing an errata sheet, Defendants' counsel likely should have sought leave to amend his motion to dismiss or requested an extension to permit him to file a separate motion to dismiss on behalf of LMT. But it is difficult to gather why the styling of Defendants' counsel's filing should predominate the Court's analysis. In all cases, the Court has substantial discretion to permit the filing. See Cohen v. Bd. of Trustees of the Univ. of theDist. of Columbia, 819 F.3d 476, 479-80 (D.C. Cir. 2016) (describing the discretion afforded to district courts to determine whether to extend a deadline even after the time to act has expired); Canady, 307 F.Supp.2d at 7 (explaining that the decision whether to grant a motion to strike is vested in the district court's discretion). The Court is simply not persuaded that Defendants' counsel acted in bad faith in neglecting to include LMT in the motion to dismiss. Nor is the Court convinced that Plaintiff has suffered substantial prejudice due to the clarification. Mr. Partridge seemingly hopes that the Court will strike counsel's errata sheet, find that LMT failed to timely answer the complaint, declare LMT in default, and proceed toward a default judgment. As the Court explained in Canady, "[s]uch a result . .. would contravene the established policies disfavoring motions to strike, and favoring the resolution of cases on their merits." 307 F.Supp.2d at 8 (citation omitted). Accordingly, the Court denies Plaintiff's motion to strike.

         B. Defendants' Motion to Dismiss and to Compel Arbitration is Denied

         The Court next considers Defendants' motion to dismiss and to compel arbitration. First, Defendants argue that the Court should dismiss any claims asserted against Mr. Arlett in his personal capacity under Federal Rule of Civil Procedure 12(b)(6). Defs.' Mot. Dismiss at 4-5. Second, Defendants ask the Court to compel arbitration of claims asserted against LLC and LMT pursuant to an arbitration clause in the First Agreement. Id. at 5-8. For the reasons set forth below, the Court denies both requests.

         1. The Court Denies Defendants' Motion to Dismiss Mr. Arlett as a Defendant

         The Court begins with Individual Defendant Arlett's argument that the complaint fails to allege facts sufficient to support liability against him on any claim. Given the liberal pleading standard of Rule 12, the Court concludes that Mr. Partridge's allegations against Mr. Arlett are sufficient to survive a motion to dismiss.

         A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) "tests the legal sufficiency of a complaint." Browning v. Clinton,292 F.3d 235, 242 (D.C. Cir. 2002). To survive a 12(b)(6) motion, a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief." Bell Ail. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Fed.R.Civ.P. 8(a)(2)). Detailed factual allegations are not required, but the plaintiff must plead facts sufficient to "raise a right to relief above the speculative level on the assumption that all of the complaint's allegations are true." Id. When ruling on a Rule 12(b)(6) motion, "the Court may only consider the facts alleged in the complaint, documents attached as exhibits or incorporated by reference in the complaint, and matters about which the Court may take judicial notice." Gustave-Schmidt v. Chao, 226 F.Supp.2d 191, 196 (D.D.C. 2002). The Court must construe the complaint liberally in the plaintiff's favor and grant the plaintiff the benefit of all reasonable inferences. Kowal v. MCI Commc'ns Corp.,16 ...


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