United States District Court, District of Columbia
JIN O. JIN, Plaintiff,
PARSONS CORPORATION, Defendant.
N. MCFADDEN, U.S.D.J.
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.
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.
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.
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.
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).
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)).
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).
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. This is a
question of D.C. contract law, not arbitrability.
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.
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 ...