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Jin v. Parsons Corporation

United States District Court, District of Columbia

January 29, 2019

JIN O. JIN, Plaintiff,
v.
PARSONS CORPORATION, Defendant.

          MEMORANDUM ORDER

          TREVOR N. MCFADDEN, U.S.D.J.

         Plaintiff Jin O. Jin worked for Defendant Parsons Corporation for over twenty years. Parsons fired him in 2018, and he sued, alleging discrimination and retaliation in violation of the Age Discrimination in Employment Act. Parsons has moved to stay proceedings and compel arbitration. According to Parsons, Mr. Jin assented to an arbitration agreement by remaining at Parsons after being told that continued employment constituted acceptance of the agreement. Under D.C. contract law, however, an agreement is enforceable only if both parties “have the distinct intention to be bound.” Jack Baker, Inc. v. Office Space Dev. Corp., 664 A.2d 1236, 1239 (D.C. 1995) (quoting Edmund J. Flynn Co. v. LaVay, 431 A.2d 543, 547 (D.C. 1981)). There is a genuine dispute over whether Mr. Jin had such an intention. So Parsons' Motion to Stay Proceedings and Compel Arbitration will be denied.

         I.

         Given the stage of the proceedings, the Court recites the facts in the light most favorable to the plaintiff, Mr. Jin. See Aliron Int'l, Inc. v. Cherokee Nation Indus., Inc., 531 F.3d 863, 865 (D.C. Cir. 2008) (applying summary judgment standard to motion to compel arbitration). Mr. Jin worked for Parsons from September 1996 to June 2018. Compl. at 3, ECF No. 1. In 2016, Parsons reduced Mr. Jin to part-time status and put him on a “Performance Improvement Plan” based on allegations of performance deficiencies. Id. at 2. Mr. Jin complained to Parsons that these decisions were based on his age. Id. Eventually, in 2018, Parsons fired him. Id. Alleging age discrimination and retaliation, Mr. Jin sought relief from the EEOC. Id. at 3. After the EEOC issued its right-to-sue letter, he filed his lawsuit here, seeking relief under the Age Discrimination in Employment Act. Id. at 14-16.[1]

         Parsons filed this motion to stay proceedings and compel arbitration. Def.'s Mem. ISO Mot. to Stay (“Def.'s Mem.”) at 1, ECF 9-1. According to Parsons, it instituted an Employee Dispute Resolution program in 1998, which included an Agreement to Arbitrate (“Agreement”). Id. In the fall of 2012, Parsons updated the program and the Agreement. Miller Decl. ¶ 5, ECF No. 9-2. In October 2012, Parsons emailed its employees telling them about the updates and asking them to complete a certification acknowledging receipt of the Agreement. Def.'s Mem. at 2. Parson advised employees that “[i]f you do not sign the Agreement to Arbitrate, your continued employment with Parsons after the Effective Date will constitute your acceptance of the Agreement to Arbitrate.” “Reminder - EDR/Agreement to Arbitrate” Email at 39, ECF No. 9-2. According to Parsons' email-tracking records, it sent Mr. Jin this initial email and then three reminders over the next month. Miller Decl. ¶ 7. But despite these emails, he never acknowledged the Agreement. Still, Parsons argues that Mr. Jin implicitly agreed to arbitrate by continuing to work for Parsons after receiving this notice. Def.'s Mem. at 2.

         In response, Mr. Jin vehemently insists that he never agreed to arbitrate his disputes with Parsons. Pl. Opp. to Def.'s Mot. (“Pl. Opp.”) at 1. In an affidavit, he stated that he did not recall Parsons implementing an Employee Dispute Resolution program, receiving emails about the Agreement, or reviewing the Agreement. Jin Decl. at 1, ECF No. 11-1.

         II.

         Courts examine motions to compel arbitration under the summary judgment standard of Federal Rule of Civil Procedure 56(c). Aliron Intern., Inc. v. Cherokee Nation Indus., Inc., 531 F.3d 863, 865 (D.C. Cir. 2008). Summary judgment is appropriate only if “there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986). The party seeking to compel arbitration must come forward with evidence to establish an enforceable agreement to arbitrate. Hill v. Wackenhut Servs. Int'l, 865 F.Supp.2d 84, 89 (D.D.C. 2012).

         The Federal Arbitration Act provides that certain arbitration agreements are “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. Given the Act's presumption favoring enforcement of arbitration claims, courts must “rigorously enforce arbitration agreements according to their terms.” Am. Express Co. v. Italian Colors Rest., 570 U.S. 228, 233 (2013) (quoting Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 221 (1985)).

         But there is a catch. The Act applies only if there is an enforceable contract. See Camara v. Mastro's Rests. LLC, 340 F.Supp.3d 46, 51 (D.D.C. 2018). In determining whether an arbitration agreement is a valid contract, a court must “apply ordinary state law principles that govern the formation of contracts.” Hughes v. CACI, Inc., 384 F.Supp.2d 89, 95 (D.D.C. 2002).

         III.

         “For an enforceable contract to exist, there must be both (1) agreement as to all material terms; and (2) intention of the parties to be bound.” Georgetown Entm't Corp. v. District of Columbia, 496 A.2d 587, 590 (D.C. 1985). D.C. law requires that both parties “have the distinct intention to be bound; without such intent, there can be no assent and therefore no contract.” Jack Baker, 664 A.2d at 1239 (quoting Edmund J. Flynn Co., 431 A.2d at 547). The central issue thus boils down to whether Mr. Jin intended to accept the Agreement.[2] This is a question of D.C. contract law, not arbitrability.

         It is undisputed that Mr. Jin never signed the Agreement. But according to Parsons, Mr. Jin showed his intent to be bound to the Agreement when he continued to work for Parsons after receiving repeated notice that continued employment would constitute assent. Def.'s Mem. at 1.

         As Parsons points out, “although ‘mutual assent to a contract is most clearly evidenced by the terms of a signed written agreement, such a signed writing is not essential to the formation of a contract.'” Sturdza v. United Arab Emirates, 281 F.3d 1287, 1301 (D.C. Cir. 2002) (quoting Davis v. Winfield, 664 A.2d 836, 837 (D.C. 1995)). Even though the lack of ...


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