United States District Court, District of Columbia
JUDITH A. BEALL, Plaintiff,
EDWARDS LIFESCIENCES LLC, Defendant.
MEMORANDUM OPINION AND ORDER
G. Sullivan, United States District Judge
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
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
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.
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.
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
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.
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. 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.
The Forum Selection Clause is Inapplicable
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.
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.
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.
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.
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.
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.
Ms. Beall's Motion for ...