Saunders v. St Cloud 192

IN THE DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FIFTH DISTRICT
NOT FINAL UNTIL TIME EXPIRES TO
FILE MOTION FOR REHEARING AND
DISPOSITION THEREOF IF FILED
DR. AMANDA SAUNDERS,
Appellant,
v. Case No. 5D17-45
ST. CLOUD 192 PET DOC HOSPITAL, LLC,
Appellee.
______________________________________/
Opinion filed August 11, 2017
Non-Final Appeal from the Circuit Court
for Osceola County,
Scott Polodna, Judge.
Travis Hollifield, of Hollifield Legal Centre,
and Margaret E. Kozan, of Margaret E.
Kozan, P.A., Winter Park, for Appellant.
John Finnigan, of Finnigan Law Firm, P.A.,
Maitland, for Appellee.
WALLIS, J.
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
1Because we find that Saunders's complaint did not raise arbitrable claims, we do
not address the additional issue of waiver.
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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 orientation. Accordingly, Company has zero tolerance
for harassment or any other form of unlawful discrimination.
Company will not tolerate retaliation against any employee 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 parties 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 "arising 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.
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Id. at 638.
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 employee 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 "[t]he 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 eradicate 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
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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.
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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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