United States District Court, E.D. Michigan, Southern Division
HARLEY BLANTON and DEREK PIERSING, on Behalf of Themselves and All Others Similar Situated, Plaintiffs,
DOMINO'S PIZZA FRANCHISING LLC, a Delaware Limited Liability Company; DOMINO'S PIZZA MASTER ISSUER LLC, a Delaware Limited Liability Company; DOMINIO'S PIZZA LLC, a Michigan Limited Liability Corporation; and DOMINO'S PIZZA, Inc., a Delaware Corporation. Defendants.
ORDER REGARING DEFENDANTS' MOTION TO COMPEL
ARBITRATION AND DISMISS OR STAY PROCEEDINGS [ECF No.
Victoria A. Roberts United States District Judge
issue before the Court is whether Harley Blanton
(“Blanton”) and Derek Piersing
(“Piersing”) (“Plaintiffs”) may
proceed on their claims against Domino's Pizza
Franchising LLC, Domino's Pizza Master Issuer LLC,
Domino's Pizza LLC, and Domino's Pizza, Inc.
(“Domino's”) or proceed to arbitration under
employment agreements they entered into.
are former employees of Domino's franchisees. The
franchisees are not named as parties to this lawsuit.
Plaintiffs sue Domino's on behalf of themselves and all
others similarly situated. Plaintiffs allege a conspiracy
between Domino's and its franchisees to suppress wages
and limit employment opportunities. They sue under the
Clayton Act (15 U.S.C. §§ 15 and 26), the Sherman
Act (15 U.S.C. § 4), and the Washington Consumer
Protection Act (Wash. Rev. Code 19.86.030) (only to the
employees of Domino's franchisees, Plaintiffs signed
contracts agreeing to submit employment-related claims to
says Plaintiffs' claims against it are subject to the
arbitration agreements and moves to dismiss or, in the
alternative, stay proceedings and compel arbitration.
reasons below, the Court GRANTS
Defendants' Motion to Dismiss.
survive a motion to dismiss, the nonmoving party must allege
enough facts to state a claim to relief that is plausible on
its face. Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). The facts
must be construed in the light most favorable to the
nonmoving party. Power & Tel. Supply Co. v. SunTrust
Banks, Inc., 447 F.3d 923, 929-30 (6th Cir.2006)
(quoting Bovee v. Coopers & Lybrand C.P.A., 272
F.3d 356, 360 (6th Cir. 2001)).
Federal Arbitration Act (“FAA”) requires courts
to “rigorously enforce” arbitration agreements.
It outlines a “strong federal policy in favor of
enforcing arbitration agreements.” Dean Witter
Reynolds, Inc. v. Byrd, 470 U.S. 213, 217, 221, 105
S.Ct. 1238, 84 L.Ed.2d 158 (1985). Any doubts concerning the
scope of arbitrable issues should be resolved in favor of
arbitration. Moses H. Cone Mem'l Hosp. v. Mercury
Constr. Corp., 460 U.S. 1, 24-25, 103 S.Ct. 927, 74
L.Ed.2d 765 (1983).
about the interpretation and construction of arbitration
agreements are governed by federal substantive law. See,
e.g., Moses H. Cone Memorial Hospital v. Mercury Construction
Corp., 460 U.S. 1, 25, 103 S.Ct. 927, 74 L.Ed.2d 765
(1983). The party opposing arbitration has the burden to show
that the agreement is not enforceable. Green Tree
Financial Corp.-Alabama v. Randolph, 531 U.S. 79, 91-92,
121 S.Ct. 513, 148 L.Ed.2d 373 (2000).
Plaintiffs say that because Domino's did not sign the
arbitration agreements, it cannot compel arbitration, and the
delegation clauses are invalid
argument is first about contract formation: they say that
Domino's did not sign the arbitration agreements, and so
it cannot compel arbitration or invoke the delegation
clauses are clauses in the arbitration agreements which
require “gateway” questions of
“arbitrability”-whether the dispute is arbitrable
or not, including any issues of scope, validity, or
jurisdiction-to go to the arbitrator instead of a court. This
argument applies to both Blanton and Piersing's
also argues that his arbitration agreement has no delegation
clause at all. Domino's says that there are valid
delegation clauses pertaining to both agreements and it may
must be “clear and unmistakable” evidence that
the parties intended the arbitrator to decide questions of
arbitrability. First Options of Chicago, Inc. v.
Kaplan, 514 U.S. 938, 944 (1995). Absent “clear
and unmistakable” evidence that the arbitrator decides
questions of arbitrability, the Court has jurisdiction.
The Arbitration Agreements
and Piersing's arbitration agreements differ; the Court
considers them separately. The Court first addresses whether
Domino's can compel arbitration with either party, and
then turns to whether there is a valid delegation clause in
each arbitration agreement.
signed an arbitration agreement when he began employment at
Wilson Pizza Company (“Wilson Pizza”). He says
this arbitration agreement is invalid because Domino's
did not sign it, and Domino's cannot invoke the
delegation clause. Domino's contends that the broad
definition of the “Company” as well as the broad
language of the delegation clause, includes Domino's.
Court first examines whether Domino's is a party to the
arbitration agreement under the contract language.
Contract formation is a question of state law
arbitration agreement says “this Arbitration Agreement
will be governed by the Federal Arbitration Act. . . . All
other legal decisions shall be determined by the federal,
state or local law applicable in the state where the Team
Member primarily works.” [ECF No. 61-3, PageID.974]
courts apply state law to determine whether ordinary contract
law invalidates arbitration agreements. See, e.g.,
Doctor's Associates, Inc. v. Casarotto, 517 U.S.
681, 687, 116 S.Ct. 1652, 134 L.Ed.2d 902 (1996).
“[T]raditional principles of state law” determine
whether a “contract [may] be enforced by or against
nonparties to the contract through . . . third-party
beneficiary theories . . . and estoppel.” Arthur