United States District Court, District of Columbia
MEMORANDUM OPINION AND ORDER
CHRISTOPHER R. COOPER UNITED STATES DISTRICT JUDGE.
case confirms that parties entering an employment
relationship would be wise to spell out its terms in writing
at the outset. Plaintiff Wayne Johansson worked for the real
estate brokerage firm Central Properties, LLC, for
approximately seven months last year. When relations soured,
Johansson sued the company and its owner, Paul Sliwka, for
unpaid wages. He claims he was promised a $60, 000 annual
salary for serving as the company's general manager, some
of which he is still due. The firm begs to differ. In its
telling, Johansson was hired to be no more than a
commissioned sales agent and recruiter of other brokers, and
he was never entitled to wages. It also contends that
Johansson's claims must be arbitrated, rather than
litigated in this court, due to a provision in an agreement
that the company claims Johansson signed about halfway
through his brief tenure.
an initial round of briefing, the Court ordered limited
discovery to sort out the facts surrounding Johansson's
hiring and job responsibilities. The parties have completed
that discovery and submitted supplemental briefs. Based on
the expanded record, it clear to the Court that Johansson was
not hired to perform typical general manager duties, that the
parties entered into a written employment agreement
containing an arbitration provision, and that this dispute
falls within the scope of that provision. The Court will
therefore grant Central Properties' motion to compel
arbitration and stay this case pending the conclusion of that
supplemental briefing following discovery, Central Property
moves for summary judgment and, alternatively, to compel
arbitration. But that puts the cart before the horse. If the
parties agreed to arbitrate Mr. Johansson's claims, then
the merits of the claims are not properly before the Court.
Giron v. Dodds, 35 A.3d 433, 437 (D.C. 2012). The
Court will therefore begin (and end) by analyzing whether
Johansson and Central Properties entered into an agreement to
arbitrate their disputes and whether Johansson's claims
here fall within the scope of any such agreement.
D.C. law, a written agreement to “submit to arbitration
any existing or subsequent controversy arising between the
parties to the agreement is valid, enforceable, and
irrevocable except upon a ground that exists at law or in
equity for the revocation of a contract.” D.C. Code
§ 16-4406(a). If a party to a suit makes a
“showing that an arbitration agreement exists with
respect to a particular issue, the trial court shall order
the parties to arbitrate and stay the court proceedings
pending the outcome of arbitration.” Giron, 35
A.3d at 437 (internal quotation omitted).
question of “whether an agreement to arbitrate exists
or a controversy is subject to agreement to arbitrate”
is one for the Court to resolve. D.C. Code § 16-4406(b).
In contrast, the question of “whether a contract
containing a valid agreement to arbitrate is
enforceable” is for the arbitrator and not the Court.
Id. § 16-4406(c). D.C. law also adheres to the
“severability” doctrine. See Menna v.
Plymouth Rock Assurance Corp., 987 A.2d 458, 465 n.30
(D.C. 2010) (citing Buckeye Check Cashing, Inc. v.
Cardegna, 546 U.S. 440, 444-46 (2006)). Under that
doctrine, “even if ‘another provision of the
contract, or . . . the contract as a whole,' is invalid,
unenforceable, voidable, or void, that ‘does not
prevent a court from enforcing a specific agreement to
arbitrate.'” Lefoldt v. Horne, LLP, 853
F.3d 804, 815 (5th Cir. 2017) (quoting Rent-A-Center,
West, Inc. v. Jackson, 561 U.S. 63, 70-71 (2010))
(alterations in original). Thus, unless an arbitration clause
is itself being challenged, challenges to the contract writ
large are for the arbitrator to resolve. Menna, 987
A.2d at 465 n.30.
party seeking to compel arbitration first bears the burden of
demonstrating that a valid agreement to arbitrate exists.
See, e.g., Signature Technology Solutions v.
Incapsulate, LLC, 58 F.Supp.3d 72, 83 (D.D.C.
2014). If such an agreement exists, the Court
must then determine “whether the arbitration clause is
susceptible of an interpretation that covers the
dispute.” Woodroof v. Cunningham, 147 A.3d
777, 787-88 (D.C. 2016) (internal quotation omitted). In
other words, if there is a valid arbitration agreement,
“a presumption in favor of arbitration attaches.”
2200 M Street LLC v. Mackell, 940 A.2d 143, 151
(D.C. 2007) (citation omitted). The Court must require
arbitration unless it has “positive assurance that the
parties did not intend the dispute sub judice to be
resolved through arbitration.” Id. at 152
(internal quotation omitted). “[A]ny ambiguity is
construed in favor of arbitration.” Woodroof,
147 A.3d at 789.
Properties locates the parties' intention to arbitrate
their disputes in an “independent contractor
agreement” dated April 30, 2017 which appears to bear
Johansson's signature. See Mem. P. & A.
Supp. Defs.' Mot. Compel Arbitration Ex. A. The agreement
provides that “[a]ny dispute or claim in law or equity
between the Company and [Johansson] arising out of this
Agreement will be decided by neutral binding arbitration . .
. and not by court action.” Id. ¶ 8.
Central Properties argues that the parties knowingly entered
into the independent contractor agreement, that the claims
Johansson has raised here fall within the scope of the
agreement's arbitration clause, and that the Court, under
D.C. law, must enforce the agreement and stay the case. The
Whether the parties entered into an agreement to
the parties bicker over precisely what duties Johansson was
hired to perform, neither disputes that an employment
relationship existed. The question is whether the parties
intended for the independent contractor agreement, and in
particular its arbitration clause, to govern that
relationship. As noted above, the document bears what appears
to be Johansson's signature. Johansson does not admit to
signing it, but the facts developed in discovery do not raise
a genuine factual dispute over whether the signature is his.
Johansson started working at the company in January 2017. On
Saturday, April 29, 2017, Paul Sliwka's brother Ben, who
handles administrative matters for the company, informed
Johansson by email that several documents were needed to
complete his file. See Mem. P. & A. Supp.
Def.'s Mot. Summ. J. Ex. P. Those documents included (1)
a signed independent contractor agreement, (2) a signed
policy statement, (3) a completed W9, (4) a job description,
and (5) a copy of his license. Id. Johansson
promptly responded that he would get Ben Sliwka the missing
documents “first thing Monday.”
Id. The signatures on the independent
contractor agreement are dated the very next day: Sunday,
April 30, 2017. Ben Sliwka further testified that he found
the signed document on his desk Monday morning. B. Sliwka
Ben Sliwka's email to Johansson did not include any of
these documents as attachments, discovery revealed that
Johansson had easy access to them. There was ample testimony
that printed copies of the independent contractor agreement
and other documents were kept in a drawer with recruiting and
marketing materials in the office. See, e.g., B.
Sliwka Dep. 87:20-88:14; P. Sliwka Dep. 182:17-184:10; Mem.
P. & A. Supp. Def.'s Mot. Summ. J. Ex. O
(“Stallman Dep.”), at 67:4-68:4. In addition,
Johansson testified that he used several computers in the
office, Johansson Dep. 38:11-20. Both Ben Sliwka and Central