DR. AMANDA SAUNDERS, APPELLANT,
v.
ST. CLOUD 192 PET DOC HOSPITAL, LLC, APPELLEE
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Dr. Saunders appealed a trial court order compelling arbitration of her employment discrimination and negligence claims against her former veterinary hospital employer. The court reversed, holding that her statutory and common law claims did not arise out of or relate to the employment agreement itself, despite the agreement containing a broad arbitration clause.
The court reversed the trial court's order compelling arbitration, holding that although the arbitration clause uses broad language, Saunders's claims do not arise out of or relate to the employment agreement itself. The claims assert duties under county ordinance and common law, not duties created by the contract, and could have been raised even without the employment agreement.
[1] A valid written agreement to arbitrate, an arbitrable issue, and a waiver of the right to arbitration are the three elements courts consider when ruling on a motion to co…
[2] The phrase "arising out of or relating to" a contract, when used in an arbitration provision, is interpreted broadly to encompass virtually all disputes between the contr…
Previewing 2 of 6 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“[E]ven in contracts containing broad arbitration provisions, the determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.”
Establishes the foundational principle that broad arbitration language still requires a meaningful connection between the dispute and the contract.
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Join FLexlaw to unlock all legal intelligencePet Doc hired Dr. Saunders in September 2015 under an employment agreement containing an arbitration clause. In June 2016, Saunders filed suit allegin…
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Dr. Amanda Saunders appeals the trial court’s order granting a motion to compel arbitration filed by appellee, St. Cloud 192 Pet Doc Hospital, LLC (“Pet Doc”). Because the trial court improperly granted Pet Doc’s motion to compel arbitration, we reverse and remand for further proceedings.1
In September 2015, Pet Doc hired Saunders (then, Dalton) as its managing doctor of veterinary medicine. The parties executed an employment agreement containing the following arbitration provision: “Any claim or controversy that arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association.” (emphasis added). In June 2016, Saunders filed a four-count complaint against Pet Doc, alleging: (I) sex discrimination in violation of Osceola County Ordinance Section 27, (II) negligent hiring, (III) negligent training, and (IV) negligent supervision. The allegations stemmed from various incidents involving one of Saunders’s co-workers, which she alleges resulted in her constructive termination due to a hostile work environment. In its answer, Pet Doc generally denied Saunders’s allegations and repeatedly asserted the following: “[Pet Doc] denies that jurisdiction and venue are proper in this Court due to an arbitration provision in an Employment Agreement that [Saunders] entered into with [Pet Doc] and [Pet Doc] denies liability as to all of [Saunders’s] claims in her Complaint.”
In October 2016, Pet Doc moved to compel arbitration and stay the proceedings, citing the employment agreement’s arbitration clause. Pet Doc argued Saunders’s claims arose “from the parties’ employment relationship that only existed as a result of the parties’ execution of their Employment Agreement” and, thus, fell well within the scope of the broad arbitration clause. Pet Doc also cited the employment agreement’s clause concerning harassment and discrimination, which states:
It is the policy of Company to maintain a model workplace free from harassment and other forms of discrimination based on race, color, religion, sex, national origin, age, disability, and sexual orienta*338tion. Accordingly, Company has zero tolerance for harassment or any other form of unlawful discrimination. Company will not tolerate retaliation against any em--ployee for reporting matters under this policy or procedure, or for assisting in any inquiry about such a report. Employee agrees to strictly comply with Company policy.
After a hearing, the trial court compelled arbitration.
“Under both federal statutory provisions and Florida’s arbitration code, there are -three elements for courts- to consider in ruling on a motion to compel-arbitration of a given dispute: (1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and' (3) whether the right to arbitration was waived.” Seifert v. U.S. Home Corp., 750 So.2d 633, 636 (Fla. 1999). According to Seifert, “the phrase ‘arising out of or relating to’ the contract has been interpreted broadly to encompass virtually all disputes between the contracting parties, including related tort claims.” 750 So.2d at 637. However, the Florida Supreme Court also qualified this otherwise broad scope:
[E]ven in contracts containing broad arbitration provisions, the determination-of whether a particular claim must be' submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.
[T]he mere fact that the dispute would not have arisen but for the existence of the contract and consequent relationship between the partiés is insufficient by itself to transform a dispute into one “arising out of or relating to” the agreement. ... [F]or a tort claim to be considered “prising out of or relating to” an agreement, it must, at a minimum, raise some issue the resolution of which requires reference to or construction of some portion of the contract itself.
Pet Doc specifically argues a significant relationship existed between the - agreement and the claims because, “[w]ithout the Employment Agreement, Dr. Saunders would not have been an employée at Pet Doc, and Pet Doc would not have had any statutory or common law duties regarding the claims Dr. Saunders alleged,” For several reasons, this argument fails. Seifert rejected such logic,'holding, “While it is certainly- true that this dispute would not have arisen but for the sales agreement between U.S. Home and the Seiferts, we conclude that the mere existence of such contract is not sufficient to compel that this dispute be arbitrated.” Id, at 642. The court noted that the complaint’s allegations neither asserted duties arising from the subject sales contract nor even referred to or mentioned the agreement, and thus concluded that the tort action dispute in the case did not bear “a significant relationship to the contract or that the parties in contracting necessarily contemplated the existence and arbitration of future tort claims for personal injuries based on a party’s common law negligence.” Id.
Although the employment agreement created the legal relationship between Pet Doc and Saunders, her claims did not relate directly to the contract itself. Cf. Sears Authorized Termite & Pest Control, Inc. v. Sullivan, 816 So.2d 603, 606 (Fla. 2002) (“Sullivan’s cause of action rests upon the failure to perform the agreement,”); Terminix Int’l Co. v. Ponzio, 693 So.2d 104, 108 (Fla. 5th DCA 1997) (finding that “[tjhe controversy or claims here clearly arise out of or derive from Terminix’s contractual undertaking” because “[t]he allegations of the complaint assert that Terminix had a duty, deriving from its contractual agreement, to eradi*339cate certain pests and that it failed to do so resulting in bodily injury, etc. to the plaintiffs”). Instead, Saunders’s complaint addressed Pet Doc's duties under an Osceola County Ordinance (employer sex discrimination) and common law (negligence), not any particular duties created by the contract. Importantly, an employer-employee relationship may exist even without the execution of an employment agreement. Even without entering this agreement, Saunders could have raised the identical claims. Cf. Beazer Homes Corp. v. Bailey, 940 So.2d 453, 460 (Fla. 5th DCA 2006) (“[I]n this case, the duties and relationships of the parties were created only by the sales contract. No third persons could have sued Beazer under these circumstances, although indeed, there is a general common law duty not to lie or misrepresent facts in connection with selling real estate.”); Five Points Health Care Ltd. v. Alberts, 867 So.2d 520, 521 (Fla. 1st DCA 2004) (finding arbitrability where the statutory rights raised in the complaint “arise only as a result of an admission and, hence, an admission agreement, with a nursing home facility”). Thus, the claims’ general relation to her employment does not demand consideration of the underlying employment agreement.
Pet Doc argues the agreement’s reference to a zero tolerance policy regarding workplace harassment and discrimination requires the arbitration of Saunders’s sexual discrimination and negligence claims. However, the language of this provision addresses only Pet Doc’s duty to terminate anyone who harasses or discriminates and Saunders’s duty to comply with this policy, presumably by not harassing or discriminating against any of her co-workers. Saunders did not allege that Pet Doc breached the employment agreement by failing to comply with its zero tolerance policy. This provision, combined with the arbitration clause, does not necessarily communicate that the parties “contemplated the existence and arbitration of’ claims like those raised by Saunders. Seifert, 750 So.2d at 642. Therefore, the trial court erred by compelling the arbitration of Saunders’s claims.
REVERSED and REMANDED.
PALMER and EDWARDS, JJ., concur.
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Verizon Wireless Pers. Commc'ns, LP v. Bateman, 264 So. 3d 345 (Fla. 2d DCA 2019)…t for the existence of the contract and consequent relationship between the parties is insufficient by itself to transform a dispute into one 'arising out of or relating to' the agreement."); see also Saunders v. St. Cloud 192 Pet Doc Hosp., LLC, 224 So. 3d 336, 338 (Fla. 5th DCA 2017) (rejecting similar logic). Again, to compel arbitration under a broad arbitration provision, the claim "must, at a minimum, raise some issue the resolution of which requires reference to or construction of some portion o…
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Navarro v. Varela (Fla. 3d DCA 2022)…” Seifert, 750 So. 2d at 641. Furthermore, Varela’s intentional infliction of emotional distress and Florida Civil Rights Act claims do not require reference to or construction of the Agreement. In Saunders v. St. Cloud 192 Pet Doc Hospital, LLC, 224 So. 3d 336 (Fla. 5th DCA 2017), the Fifth District reversed an order compelling arbitration on claims for sex discrimination by an employee against her employer. That court reasoned that “[a]though the employment agreement created the legal relationship be…
Authorities Cited
- Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999)
- Terminix Int'l Co., LP v. Ponzio, 693 So. 2d 104 (Fla. 5th DCA 1997)
- Sears Authorized Termite & Pest Control, Inc. v. Sullivan, 816 So. 2d 603 (Fla. 2002)
- Beazer Homes Corp. v. Bailey, 940 So. 2d 453 (Fla. 5th DCA 2006)
- Five Points Health Care, Ltd. v. Alberts, 867 So. 2d 520 (Fla. 1st DCA 2004)