Professional Documents
Culture Documents
No. 12-2389
Appeal from the United States District Court for the District of
South Carolina, at Columbia.
Cameron McGowan Currie, District
Judge. (3:12-cv-01420-CMC)
Argued:
November 6, 2013
Decided:
December 3, 2013
interlocutory
arbitration
provision
appeal
signed
involves
by
Daniel
the
scope
Newbanks
and
of
an
Jennifer
employment
with
Cellular
Sales
of
Knoxville,
Inc.
and
Carolina
Payment
of
Wages
Act.
Cellular
Sales
now
Accordingly,
we
affirm
the
district
courts
order
and
own
and
operate
chain
of
stores
that
sell
in
originated
October
with
2011.
At
Newbanks
that
in
point,
May
2011
limited
and
with
liability
Sales
Agreements).
The
Independent
Sales
Agreements
did
not
set
forth
in
the
Independent
Sales
Agreements,
each
Sales.
The
that
Independent
[e]ach
person
Sales
who
is
Agreements
engaged
by
expressly
the
Sales
Corporation
and
not
of
[Cellular
Sales].
J.A.
30.
leave,
participation
in
retirement
program,
health
second
set
of
contracts
(Compensation
Agreements),
which
were this time executed between Cellular Sales and Newbanks and
Walton in their individual capacities on or about December 30,
2011.
Walton
Pursuant
became
to
the
at-will
Compensation
employees
compensation
was
to
Compensation
Agreements
be
paid
did
not
4
of
Agreements,
Cellular
to
Newbanks
Sales
and
and
their
them
individually.
reference
Cellular
The
Sales
relevance
to
the
instant
appeal,
the
Compensation
seq.
Cellular
In
their
Sales
complaint,
had,
Newbanks
pursuant
to
and
the
Walton
allege
Independent
that
Sales
Agreements,
improperly
classified
their
employment
status
as
on
the
arbitration
provision
contained
in
the
reference
requirement,
Cellular
to
nor
Sales
the
had
Compensation
it
alleged
violations.
In
Agreements
specific
response
to
time
arbitration
frame
Cellular
for
Sales
amend
their
complaint.
The
amended
complaint
limited
its
compensation
agreements[.]
J.A.
111.
They
attached
amend
the
complaint
and
denied
the
motion
to
compel
proposed complaint was not futile. 1 J.A. 146. Having accepted the
amended pleading, the district court declined to send the newlytailored dispute to arbitration. In particular, it relied on the
arbitration provisions language directing to arbitration those
claims,
disputes,
or
relation
to
document
Company.
J.A.
contemplate
this
150.
controversies
It
disputes
or
Employees
concluded
arising
arising
when
that
of,
or
employment
this
Newbanks
out
language
and
did
Waltons
in
with
not
Sale
December
limited
its
2011.
Because
claims
to
the
those
plaintiffs
pre-dating
the
amended
complaint
execution
of
the
is
proper
under
Section
16
of
the
Federal
held
that
the
Compensation
Agreements
arbitration
We
review
de
novo
district
courts
conclusions
708
F.3d
599,
605
(4th
Cir.
2013);
Levin
v.
Alms
&
132
S.
Ct.
665,
669
(2012)
(internal
citation
matter
state-law
of
contract
principles
that
interpretation,
govern
the
however,
formation
of
ordinary
contracts
the
instant
case,
the
scope
of
the
Compensation
document
[the
Compensation
Agreement]
or
Employees
(emphasis
Waltons
added).
amended
We
now
complaint,
consider
which
is
whether
limited
Newbanks
to
and
allegations
based on acts and omissions that occurred prior to the date they
became at-will employees of Cellular Sales, falls within this
provisions scope.
We conclude that the arbitration provision, in particular
its
Employees
employment
with
9
Company
clause,
does
not
and
Waltons
amended
complaint
specifically
excludes
Agreements
however,
Cellular
Sales.
in
Newbanks
In
December
and
fact,
2011.
Walton
they
did
were
not
Prior
not
have
to
December
employees
any
formal
of
or
the
Independent
Sales
Agreement,
but
this
document
was
contractor,
that
[e]ach
not
employee.
person
who
is
J.A.
30.
engaged
by
It
further
the
Sales
10
Sales
until
December
2011,
when
they
executed
the
with
Company.
We
conclude
that
this
arbitration
The
the
first
signer
paragraph
that
he
of
or
the
she
Compensation
had
become
Agreement
an
at-will
that
the
relationship
Corporations
arbitration
with
(and/or
provision
Newbanks
the
and
encompassed
Walton
employees
of
its
and/or
their
their
Sales
11
that
disputes
arising
from
the
parties
independent
with
the
Sales
Corporations;
in
fact,
it
did
not
Cellular
arbitration
but
arbitration
qualification,
it
did
Sales
provision
not
requirement
it
is
could
do
that
have
encompassed
that,
did
not
qualified
by
crafted
either.
the
broad,
instant
Although
contain
its
reference
the
temporal
to
disputes
provision
implicates
this
contractual
relationship
is
any
dispute
arbitrability
broadly
between
presumption
written
clauses,
the
parties,
and
that
applies
with
we
held
that
in
light
special
claims
that
of
force
the
to
accrued
the
instant
provision
only
applies
to
disputes
December
2011,
there
existed
no
employment
relationship
between Cellular Sales and Newbanks and Walton. We will not read
the
arbitration
agreements
to
apply
to
relationship,
13
Cellular
Sales
urges
us
to
look
beyond
the
contractual
complaint,
Newbanks
and
Walton
had
alleged
that
they
as
such
for
purposes
of
their
previously-executed
of
the
Appellees
argument.
Newbanks
and
Waltons
Cellular
contractors
when
Sales
they
misclassified
in
fact
met
them
the
as
criteria
independent
of
actual
employees under the FLSAs definition. See, e.g., J.A. 21. The
14
complaint
underscores
contractually-defined
the
legal
distinction
employee-employer
between
relationship
and
and
overemphasizes
pleadings.
more
the
Our
significance
role
interpretation,
of
fundamentally,
in
this
determining
of
the
dispute
what
is
the
Cellular
Sales
Appellees
legal
one
parties
of
contract
contemplated
take
is
of
minimal
utility,
if
any
at
all,
to
our
the
language
of
the
contract,
especially
when
the
the
arbitration
provision
plainly
stated
that
resolved
in
arbitration.
Newbanks
and
Walton
were
not
15
employees
of
Cellular
Sales
until
the
execution
of
the
arbitration
provision.
Accordingly,
the
district
courts
order is
AFFIRMED.
16