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Dewey v. Amazon. Com, Inc.

Superior Court of Delaware, Kent

July 25, 2019

JESSICA DEWEY, Plaintiff,
v.
AMAZON. COM, INC, Defendant.

          Submitted: May 21, 2019

         Upon Defendant's Motion to Compel Arbitration and to Dismiss DENIED IN PART and GRANTED IN PART

          Patrick C. Gallagher, Esquire, Jacobs & Crumplar, P.A., Attorney for Plaintiff

          Jody C. Barillare, Esquire, Morgan, Lewis & Bockius LLP, Attorney for Defendant.

          OPINION AND ORDER

          Noel Eason Primos, Judge

         Before the Court is the motion of Defendant Amazon.com, Inc. (hereinafter "Defendant"), to compel arbitration and to dismiss the Complaint of Plaintiff Jessica Dewey (hereinafter "Plaintiff). Defendant seeks an order from this Court to compel arbitration of Plaintiff s claims and to dismiss her Complaint with prejudice for lack of subject matter jurisdiction. Defendant argues that it may compel arbitration as a third-party beneficiary to the arbitration agreement at issue, thereby divesting this Court of jurisdiction and warranting dismissal. For the reasons set forth below, Defendant's Motion is DENIED IN PART and GRANTED IN PART, and Plaintiffs Complaint is DISMISSED WITHOUT PREJUDICE.

         I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

         In December 2016, Plaintiff was hired by Integrity Staffing Solutions, Inc. (hereinafter "Integrity"), a staffing company that provides temporary employees to its clients, including Defendant. At the time she applied for employment with Integrity, Plaintiff signed and executed an Arbitration Agreement (hereinafter the "Agreement"), pursuant to which she agreed to "resolve by arbitration all disputes, claims or controversies, past, present or future, including without limitation, claims arising out of or related to [her] application for employment, employment, and/or the termination of [that] employment. . . ." According to the Agreement, such disputes include those between Plaintiff and Integrity and those between Plaintiff and Integrity's "customers and clients to which [she was] assigned to work."[1] Furthermore, the Agreement explicitly provides that the arbitrator, as opposed to a court or other body, "will have exclusive authority to resolve any dispute relating to arbitrability . . . ."

         Shortly thereafter, Integrity gave Plaintiff a temporary assignment to work for Defendant for the holiday season in Defendant's warehouse facility in Middletown, Delaware. Integrity paid Plaintiff for work that she performed for Defendant in accordance with the terms of an agreement between Defendant and Integrity.[2]According to the Complaint, following this temporary assignment, and because Plaintiff "had been an excellent employee with Integrity," she was eligible to apply for a job as a direct employee of Defendant.

         Plaintiff attended a job fair for Defendant on February 3, 2017, where she submitted to a drug test. Plaintiff informed Defendant, as she had previously informed Integrity, that she was a medical marijuana cardholder. Nevertheless, according to Plaintiff, on February 20, 2017, Defendant ended Plaintiffs assignment through Integrity and refused to hire her because the drug test had yielded a positive result.

         Plaintiff filed the instant suit on February 1, 2019. She alleges in her Complaint that Defendant discriminated against her in violation of Delaware's Medical Marijuana Act.

         II. ARGUMENTS OF PARTIES

         In its motion, Defendant asks the Court to compel arbitration of Plaintiffs claims and dismiss her Complaint with prejudice for lack of subject matter jurisdiction. Defendant asserts that the Agreement is broad and encompasses not just claims by Plaintiff against Integrity, but also claims against Integrity's customers and clients to which she was assigned to work, including Defendant. Although Defendant is not a signatory to the Agreement, it argues that it is entitled to seek enforcement of the Agreement as a third-party beneficiary.

         Plaintiff, in response, asserts that Defendant is not a third-party beneficiary to the Agreement and may not enforce its terms. Additionally, Plaintiff argues that the Agreement is inapplicable to Plaintiffs pursuit of employment with Defendant, and that the Agreement is unenforceable as a contract of adhesion or unconscionable contract. Plaintiff also argues that Defendant's motion should be converted into a motion for summary judgment, as Defendant has submitted matters outside the pleadings in support of its motion.

         III. STANDARD OF REVIEW

         A party seeking dismissal pursuant to an arbitration agreement appropriately advances such a motion under Rule 12(b)(1).[3] This is because "Delaware courts lack subject matter jurisdiction to resolve disputes that litigants have contractually agreed to arbitrate."[4] Given the strong public policy in favor of arbitration, a court will grant such a motion if the dispute, on its face, '"falls within the arbitration clause of the contract.'"[5]

         IV. DISCUSSION

         Before analyzing the parties' claims, the Court will address two preliminary matters. First, the Court rejects Plaintiffs contention that the Court must convert Defendant's motion to dismiss to a motion for summary judgment if it considers matters outside the pleadings. Here, Defendant has submitted two declarations in support of its motion.[6] Since a motion to dismiss based upon a written arbitration agreement implicates the Court's subject matter jurisdiction, it is properly considered under Rule 12(b)(1).[7] In deciding such a motion, the Court may consider documents outside the complaint.[8] Therefore, the Court may properly consider the declarations submitted by Defendant without converting Defendant's motion to one for summary judgment.[9]

         Second, the Court cannot issue an order compelling arbitration, as Defendant requests. The applicable statute gives the Court of Chancery, not this Court, the jurisdiction to enforce an arbitration agreement in Delaware.[10] While this Court cannot compel arbitration, it can decide whether it lacks subject matter jurisdiction due to the existence of an arbitration agreement.[11] Thus, the Court may dismiss a complaint for lack of subject matter jurisdiction after determining, at most, (1) ...


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