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Beall v. Edwards Lifesciences LLC

United States District Court, District of Columbia

April 26, 2018

JUDITH A. BEALL, Plaintiff,
v.
EDWARDS LIFESCIENCES LLC, Defendant.

          MEMORANDUM OPINION AND ORDER

          Emmet G. Sullivan, United States District Judge

         I. Introduction

         Plaintiff Judith Beall (“Ms. Beall”) brings this action against her employer, defendant Edwards Lifesciences LLC (“Edwards”). She alleges that Edwards discriminated against her on the basis of gender and age by utilizing discriminatory pay practices in violation of the District of Columbia Human Rights Act (“DCHRA”), D.C. Code § 2-1401, et seq., and the Federal Equal Pay Act, 29 U.S.C. § 206. Ms. Beall also alleges that Edwards retaliated against her for protesting the company's pay policy in violation of the DCHRA. Finally, Ms. Beall alleges that Edwards failed to pay her wages for disability and vacation leave in violation of the District of Columbia (“D.C.”) Wage Payment Act, D.C. Code § 32-1302.

         Pending before the Court is Edwards' motion to transfer the case to the United States District Court for the Central District of California (“Central District of California”), where its headquarters is located. Upon consideration of the motion to transfer, the response and reply thereto, the applicable law, and the record, the motion shall be GRANTED and this proceeding shall be TRANSFERRED to the Central District of California.

         II. Background

         Edwards is a corporation formed under Delaware law and headquartered in Irvine, California. Compl., ECF No. 1 ¶ 8. It delivers medical products for structural heart disease, critical care, and surgical monitoring. Id. ¶ 12. It conducts this business through medical sales representatives, who are assigned to specific specialty teams and geographic sales areas. Id. Ms. Beall, a D.C. resident, has been employed with Edwards as a “vascular sales” representative since 1999. Id. ¶¶ 7, 14-16.

         In 2002, she signed an employment agreement with Edwards. Employment Agreement (“EA”), ECF No. 8-2. The employment agreement governs certain aspects of Ms. Beall's “employment relationship” with the company. Id. ¶ 1. Specifically, it states that Ms. Beall is an “at-will” employee and that Edwards “may change [her] hours, wages, benefits, position, working conditions, and other terms of employment . . . .” Id. ¶ 1.12. The employment agreement also mandates that “any action to enforce the terms of this Agreement shall be brought within the courts of the State of California.” Id. ¶ 9.

         In 2016, Ms. Beall was the vascular sales representative assigned to the East region, which is comprised of thirty-five Eastern states. Compl., ECF No. 1 ¶ 21. Another sales representative, Mr. Shawn Asuncion, was assigned to the West region, which is comprised of fifteen Western states. Id. That year, allegedly in an effort to “equalize” Mr. Asuncion's pay, Edwards issued a compensation plan for the vascular sales team. Id. ¶¶ 21, 23. The plan included a “Commissions Payout Matrix, ” which detailed Ms. Beall's and Mr. Asuncion's respective commission scales. Id. ¶ 21. According to Ms. Beall, Mr. Asuncion receives 2.5 to 8.6 times more commission for every sales dollar than she does under this Matrix. Id. Accordingly, Ms. Beall objected to the new compensation plan and refused to sign it. Id. ¶¶ 23, 25. Shortly thereafter, Ms. Beall “engaged counsel to represent her with respect to the pay discrimination issue.” Id. ¶ 26. In May 2016, her counsel sent her supervisor, Mr. D. Casey Newhouse, a letter detailing her complaints; the dispute was “never resolved.” Id.

         Ms. Beall's relationship with Edwards began deteriorating after her counsel sent the letter. Id. ¶¶ 27-30. Mr. Newhouse purportedly “routine[ly] . . . harangue[d]” Ms. Beall and overly scrutinized her work. Id. ¶ 30. The company also allegedly retaliated against her as a result of her objections. For example, in October 2016, Ms. Beall injured her foot and Edwards allegedly placed her on medical leave. Ms. Beall believed the leave was unnecessary because she was adequately performing her work despite the injury. Id. ¶ 35. As a result, Ms. Beall argues that she has not been paid for 200 hours of medical leave time. Id. ¶ 37. Ms. Beall also alleges that she was precluded from taking available vacation leave during the 2016 holiday season, despite the season being “typically very slow” for medical sales representatives. Id. ¶ 40. Ms. Beall was purportedly told that she would be compensated for her unused holiday time, but this “never occurred.” Id. ¶ 42.

         III. Analysis

         Edwards argues that Ms. Beall's case should be transferred to the Central District of California for two reasons. First, they argue that the forum selection clause in her employment agreement requires adjudication in California. See Def.'s Mot., ECF No. 8.[1] Alternatively, Edwards argues that transfer is warranted in the interest of justice for the convenience of the parties and their witnesses. See Id. Ms. Beall responds that her suit falls outside the employment agreement's scope and thus, the forum selection clause is irrelevant. See Pl.'s Opp'n, ECF No. 9. She also argues that her choice of forum outweighs Edwards' interest in litigating in California. See id.

         A. The Forum Selection Clause is Inapplicable

         Edwards argues that Ms. Beall's case must be transferred because the employment agreement requires that Ms. Beall bring “any action to enforce the terms of the Agreement” in California. Def.'s Mot., ECF No. 8 at 8-9 (discussing EA, ECF No. 8-2 ¶ 9); see also Def.'s Supp. Mot., ECF No. 14. Edwards argues that Ms. Beall's claims fall within the scope of the employment agreement because they “relate” to her “employment relationship” with the company and because the employment agreement specifically governs claims regarding Ms. Beall's “hours, wages, benefits, position, working conditions, and other terms of employment.” Def.'s Supp. Mot, ECF No. 14 at 2-3.

         Ms. Beall argues that the employment agreement is inapplicable because she is not suing to “enforce” the terms of the agreement. Pl.'s Opp'n, ECF No. 9 at 2-3; Pl.'s Supp. Mot., ECF No. 17 at 3. Instead, she seeks to enforce her rights under federal and D.C. law by challenging the company's discriminatory policies and retaliatory decisions. Id. Moreover, Ms. Beall argues that the employment agreement was “the entire and final agreement between employee and Edwards concerning the subject matter of this Agreement.” Pl.'s Supp. Mot., ECF No. 17 at 2 (quoting EA, ECF No. 8-2 ¶ 10). Therefore, even if the employment agreement does govern issues concerning her wages and working conditions, the forum clause is not implicated because the allegedly discriminatory compensation plan was not incorporated into the agreement. Id.

         A valid forum selection clause between the parties carries “significant weight” when considering a motion to transfer. Worldwide Network Servs. v. DynCorp Int'l, 496 F.Supp.2d 59, 62 (D.D.C. 2007). “When the parties have agreed to a valid forum-selection clause, a district court should ordinarily transfer the case to the forum specified in that clause” and “[o]nly under extraordinary circumstances unrelated to the convenience of the parties” should such a motion be denied. Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Tex., 571 U.S. 49, 62 (2013). Ms. Beall does not dispute that the forum selection clause in the parties' employment agreement is “valid.” See, e.g., Pl.'s Opp'n, ECF No. 9.

         To determine whether Ms. Beall's claims fall within the scope of the forum selection clause, the Court must “‘examine the substance of [the] claims shorn of their labels, ' and ‘focus on factual allegations rather than on the causes of action asserted.'” Cheney v. IPD Analytics, 583 F.Supp.2d 108, 122 (D.D.C. 2008)(quoting Phillips v. Audio Active, Ltd., 494 F.3d 378, 388 (2d Cir. 2007)). As a result, forum selection clauses “have been found to encompass even non-contractual causes of actions.” Worldwide Network Servs., 496 F.Supp.2d at 63.

         Turning to the text applicable here, Ms. Beall agreed to bring “any action to enforce the terms of this [Employment] Agreement” in California. EA, ECF No. 8-2 ¶ 9 (emphasis added). Plainly, this forum selection clause only covers actions to enforce the employment agreement and not, as Edwards argues, any action related to Ms. Beall's broader employment relationship with the company. See Def.'s Supp. Mot., ECF No. 14 at 2-3. True, some aspects of Ms. Beall's employment relationship are implicated by the employment agreement. For example, by signing the employment agreement Ms. Beall agreed that Edwards may change her hours, wages, benefits, etc. EA, ECF No. 8-2 ¶ 1.2. And while Ms. Beall's claims do concern her working conditions and wages, she is not seeking to enforce the employment agreement. Instead, she alleges that her pay and working conditions are discriminatory and retaliatory in violation of federal and local law. See generally Compl., ECF No. 1.

         Had the forum selection clause contained broader language requiring that any dispute “related to” or “arising out of” the employment agreement be brought in California, for example, Edwards' argument may be more persuasive. Compare with Cheney, 583 F.Supp.2d at 124 (finding that the plaintiff's tort claims “arise out of” the employment agreement because they turn on the parties' contractual relationship); Worldwide Network Servs., 496 F.Supp.2d at 63 (finding that the basis for the plaintiff's statutory and tortious claims “arises from the contractual relationship between the parties”). Based on the language of the clause, however, the Court cannot conclude that Ms. Beall's discrimination and retaliation claims fall within the ambit of the forum selection clause. See Kwiecinski v. Medi-Tech Int'l Corp., No. 3:14-CV-01512-BR, 2015 WL 3905224, at *5 (D. Or. June 25, 2015) (concluding that a narrowly-written forum selection clause applying only to “disputes pursuant to the contract” did not encompass the plaintiff's compensation claim). Edwards relies on Johnson v. Copiers Northwest, Inc., in which an employee's claims for unpaid wages were found to fall within the scope of a similarly-worded forum selection clause. Def.'s Supp. Mot., ECF No. 14 at 3-5 (discussing No. 16-cv-1556, 2017 WL 1968605 (D. Or. May 12, 2017)). However, in that case the plaintiff's claim was based on a compensation plan that was attached to the employment agreement that contained the forum selection clause. 2017 WL 1968605 at *4. Thus, the plaintiff was indeed bringing an action to “enforce[] [the] Employment Agreement.” Id. This is not the case here. Ms. Beall is not suing to enforce a contractual provision found within the employment agreement. Instead, she is challenging the 2016 compensation plan, which was neither attached nor incorporated into the 2002 employment agreement. Pl.'s Supp. Mot., ECF No. 17 at 3-5; EA, ECF No. 8-2 ¶ 10 (“this Agreement constitutes the entire and final agreement . . . concerning the subject matter”). Therefore, her claims do not fall within the forum selection clause's scope.

         1. Ms. Beall's Motion for ...


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