United States District Court, D. Rhode Island
SYLVESTER J. BRITTO, JR., Plaintiff,
ST. JOSEPH HEALTH SERVICES OF RHODE ISLAND, alias; PROSPECT CHARTERCARE SJHSRI, LLC, alias; PROSPECT CHARTERCARE, LLC, alias; SANDRA NASTARI, alias; and ADDY KANE, alias, Defendants.
MEMORANDUM AND ORDER
WILLIAM E. SMITH, CHIEF JUDGE
case arises from Sylvester J. Britto's
(“Plaintiff”) suit against his former employers
for damages stemming from their alleged violations of the Age
Discrimination in Employment Act, 29 U.S.C. §§ 621,
et seq. (“ADEA”), Title VII of the Civil
Rights Act of 1964, 42 U.S.C. §§ 2000e, et
seq. (“Title VII”), the Rhode Island Fair
Employment Practices Act, R.I. Gen. Laws §§ 28-5-1,
et seq. (“FEPA”), and the Rhode Island
Civil Rights Act, R.I. Gen. Laws §§ 42-112-1,
et seq. (“RICRA”). Before the Court is
Defendants Prospect CharterCare, LLC, Prospect CharterCare
SJHSRI,  LLC, Sandra Nastari, and Addy Kane's
(collectively, “Defendants”) Motion To Dismiss
Proceedings and Compel Arbitration (“Motion”).
(ECF No. 17). For the reasons set forth below, the Motion is
Williams Medical Center (“RWMC”) hired Plaintiff
in March of 1987. (Pl.'s Mem. in Supp. of Obj. to
Defs.' Mot. (“Pl.'s Mem.”) 2, ECF No.
23-1.) In 2014, Prospect purchased RWMC and became
Plaintiff's employer. (Id. at 2-3.) During the
transition, Prospect gave Plaintiff an Offer Letter
(“Offer Letter”), Arbitration Agreement
(“Agreement”), and the Company's Code of
Conduct (“Code of Conduct”). (Mem. in Supp. of
Defs.' Mot. (“Defs.' Mem.”) 2-3, ECF No.
17-1; Pl.'s Mem. 3.) As a required condition of
employment, Plaintiff signed and returned each form.
(Pl.'s Mem. 4.) This case arises from the termination of
Plaintiff's employment in January 2015, about which he
alleges violations of the ADEA, Title VII, FEPA, and RICRA.
(Compl. 3, ECF No. 1.)
Court applies a summary-judgment standard to a motion to
compel arbitration. See Proulx v. Brookdale Living
Communities Inc., 88 F.Supp.3d 27, 29 (D.R.I.
2015) (“While the First Circuit has not yet addressed
the issue, other courts have applied a summary judgment
standard to a motion to compel arbitration.”); see
also, e.g., Par-Knit Mills, Inc. v. Stockbridge
Fabrics Co., 636 F.2d 51, 54 & n.9 (3d Cir. 1980);
Ouadani v. Dynamex Operations E., LLC, No. CV
16-12036-PBS, 2017 WL 1948522, at *1 n.2 (D. Mass. May 10,
2017); Boulet v. Bangor Securities, Inc., 324
F.Supp.2d 120, 123-124 (D. Me. 2004). The Court reviews the
evidence in the light most favorable to - and drawing all
reasonable inferences in favor of - the nonmoving party.
Cadle Co. v. Hayes, 116 F.3d 957, 959 (1st Cir.
Federal Arbitration Act (“FAA”) governs written
arbitration agreements. See 9 U.S.C. § 2. Under
the FAA, an arbitration agreement must be enforced where a
valid, written agreement exists and the claims are made
within its scope; indeed, “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 (1983). The
“liberal federal policy favoring arbitration
agreements, ” id. at 24, requires that the
Court “rigorously enforce agreements to arbitrate,
” Dean Witter Reynolds, Inc. v. Byrd, 470 U.S.
213, 221 (1985).
must determine whether the party seeking to compel
arbitration can show that “[(1)] a valid agreement to
arbitrate exists, [(2)] that the movant is entitled to invoke
the arbitration clause, [(3)] that the other party is bound
by that clause, and [(4)] that the claim asserted comes
within the clauses' scope.” Dialysis Access
Ctr., LLC v. RMS Lifeline, Inc., 638 F.3d 367, 375 (1st
Cir. 2011) (quoting InterGen N.V. v. Grina, 344 F.3d
134, 142 (1st Cir. 2003)).
a valid arbitration agreement exists is a question of state
contract law. See Campbell v. Gen. Dynamics Gov't
Sys. Corp., 407 F.3d 546, 552 (1st Cir. 2005). In Rhode
Island, a valid contract requires “competent parties,
subject matter, a legal consideration, mutuality of
agreement, and mutuality of obligation.” Voccola v.
Forte, 139 A.3d 404, 414 (R.I. 2016) (quoting DeLuca
v. City of Cranston, 22 A.3d 382, 384 (R.I. 2011)
(mem.)). Rhode Island uses the “bargained-for exchange
test” for evaluating consideration, which
“consists of ‘some legal right acquired by the
promisor in consideration of his promise, or forborne by the
promisee in consideration of such promise.'”
DeAngelis v. DeAngelis, 923 A.2d 1274, 1279 (R.I.
2007) (quoting Darcey v. Darcey, 71 A. 595, 597
(R.I. 1909)). Something is bargained for if “it is
sought by the promisor in exchange for his promise and is
given by the promisee in exchange for that promise.”
Id. (quoting Filippi v. Filippi, 818 A.2d
608, 624 (R.I. 2003)). The mutuality of obligation is
destroyed, however, where one of the promises exchanged is
illusory, i.e., “when the promised act is conditional
on the occurrence of a future event within the control of the
promisor.” Crellin Techs., Inc. v. Equipmentlease
Corp., 18 F.3d 1, 8 (1st Cir. 1994); see also Wells
Fargo Bank, N.A. v. Wasserman, 893 F.Supp.2d 310, 317
Court must decide whether there is a valid and enforceable
arbitration agreement. Defendants rely on an executed
Agreement signed by Plaintiff in 2014. (Defs.' Mem. Ex. 1
at 5, ECF No. 17-2.) The Agreement's language requires
that “any controversy, claim or dispute between
[Plaintiff] and [Prospect] . . . relating to or arising out
of [Plaintiff's] employment or the cessation of that
employment will be submitted to final and binding
arbitration.” (Id.) The Agreement covers
“all employment-related claims including, but not
limited to, claims for unpaid wages, breach of contracts,
torts, violation of public policy, discrimination,
harassment, or any other employment-related claim under any
state or federal statutes or laws relating to an
employee's relationship with his/her employer.”
(Id.) And it concludes with the pronouncement that,
“[b]y agreeing to this binding mutual arbitration
provision, both [Plaintiff] and [Prospect] give up all rights
to a trial by jury.” (Id.)
Mutual Promise To Arbitrate
matters here, the Offer Letter reserved Defendants' right
to “change the terms of [Plaintiff's] employment .
. . at any time.” (Offer Letter, id. at 8.) Neither the
First Circuit nor the Rhode Island Supreme Court has
addressed whether language that reserves the right to an
employer to unilaterally change the terms and conditions of
employment renders an arbitration agreement illusory and
therefore invalid. To suggest that it does, Plaintiff cites a
recent decision from this district, Conduragis v.
Prospect CharterCare, LLC, C.A. No. 17-272-JJM-PAS, 2017
WL 5997417 (D.R.I. Dec. 1, 2017). There, the court broadly
construed an arbitration agreement and the offer letter
together, in part because it determined that the arbitration
agreement was a term of employment, as referenced in the
offer letter, and was never meant to be read alone.
Id. at *3. To this end, the offer letter's
language allowed Prospect to “change the terms of [Mr.
Conduragis'] employment . . . at any time, ” which
the court held rendered the mutual promise to arbitrate
illusory and unenforceable. Id. The court also
deemed continued employment insufficient consideration.
concluding that the mutual promise to arbitrate was illusory,
Judge McConnell cited cases in which courts refused to
enforce agreements where “employers embed[ded]
arbitration agreements in employee handbooks, reserving the
right to alter any term of the handbook.” Id.
at *3 (first citing Domenichetti v. Salter Sch.,
LLC, No. 12-11311-FDS, 2013 WL 1748402, at *6-7 (D.
Mass. Apr. 19, 2013); then citing Canales v. Univ. of
Phx., Inc., 854 F.Supp.2d 119, 124-25 (D. Me. 2012); and
then citing Carey v. 24 Hour Fitness, USA, Inc., 669
F.3d 202, 206 (5th Cir. 2012)). One such case was
Domenichetti, in which the court deemed an
arbitration agreement that appeared “within the body of
the [employee] [h]andbook” illusory because it neither
appeared on a separate page nor required an additional
signature. 2013 WL 1748402, at *6. With nothing to
distinguish the handbook from the agreement, the court read
them as one. Id. Notably, however, the court