The opinion
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
RACHEL IHEANACHO CIVIL ACTION
VERSUS 19-532-SDD-SDJ
AIR LIQUIDE LARGE INDUSTRIES
U.S. L.P.
RULING
This matter is before the Court on the Motion to Dismiss, Motion to Compel
Arbitration1 by Defendant Air Liquide Large Industries U.S. L.P. (“Defendant”). Plaintiff
Rachel Iheanacho (“Plaintiff”) filed an Opposition2 to this motion. Defendant filed a Reply,3
and Plaintiff filed a Sur-Reply.4 For the following reasons, Defendant’s Motion is
GRANTED.
I. FACTS AND PROCEDURAL HISTORY
Plaintiff was an employee of Defendant from November 3, 2014 until January
11, 2018; her most recent position was Zone Engineer.5 On November 19, 2014,
Plaintiff signed an Alternative Dispute Resolution Agreement, which stated in
pertinent part:
All disputes arising out of or relating to the interpretation and
application of this ADR Agreement or the employee’s
employment with Air Liquide or the termination of
employment, including for example and without limitation, any
claims for . . . wrongful termination, unlawful discrimination,
sexual harassment or other unlawful harassment, or
1 Rec. Doc. 5.
2 Rec. Doc. 6.
3 Rec. Doc. 10.
4 Rec. Doc. 12.
5 Rec. Doc. 1 ¶4-5.
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retaliation, shall be resolved through ADR, including binding
arbitration if necessary. . . . This ADR Agreement provides the
exclusive means for formal resolution of all such disputes
between an employee and Air Liquide and is binding upon
both Air Liquide and the employee. . . . Disputes within the
scope of this Agreement shall include, but not be limited to,
the following: alleged violations of federal, state and/or local
constitutions, statutes or regulations, including without
limitation, any claims alleging any form of employment
discrimination of harassment[.]6
Plaintiff was terminated by her supervisor, Udoka “Duke” Ibiok (“Duke”), a male
who she alleges “continuously badgered [Plaintiff] and singled her out during team
debriefs.”7 Plaintiff alleges that Duke consistently displayed “unwarranted
condescending behavior” towards her due to her sex.8 In September 2017, Plaintiff
filed a written grievance complaint detailing her belief that Duke was acting in a
discriminatory manner.9 A few weeks later, Duke placed Plaintiff on a 30-day
performance improvement plan (“PIP”), which was eventually extended throughout
the rest of the year until December, 2017.10 Plaintiff was terminated on January 11,
2018, which she alleges was unlawful, sex-based discrimination and retaliation.11
Plaintiff filed a Charge of Discrimination with the U.S. Equal Employment
Opportunity Commission (“EEOC”) on July 20, 2018.12 The EEOC issued Plaintiff a
Notice of Right to Sue on May 17, 2019.13 Plaintiff subsequently filed this lawsuit on
6 Rec. Doc. 5-1 p. 5-6, 19.
7 Rec. Doc. 1 ¶5-6.
8 Id. at ¶7-8.
9 Id. at ¶14.
10 Id. at ¶15-18.
11 Id. at ¶23.
12 Id. at ¶25.
13 Id. at ¶26.
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August 15, 2019, alleging sex-based discrimination and retaliation under Title VII.14
Defendant filed a Motion to Dismiss, Motion to Compel Arbitration on September 9,
2019, arguing that Plaintiff’s claims are subject to mandatory arbitration under the
parties’ contract.15 The Court now turns to Defendant’s Motions.
II. LAW AND ANALYSIS
A. Motion to Compel Arbitration
The Federal Arbitration Act (“FAA”) governs the enforceability of arbitration
agreements in federal courts. Section 2 of Chapter 1 of the FAA provides that an
arbitration agreement in writing “shall be valid, irrevocable, and enforceable, save
upon such grounds as exist at law or in equity for the revocation of any contract.”16
This provision requires federal courts to “place [arbitration] agreements ‘upon the
same footing as other contracts.’”17 The underlying purpose of the FAA was to create
a policy in favor of arbitration, such that “any doubts concerning the scope of
arbitrable issues should be resolved in favor of arbitration.”18
Courts undertake a two-step inquiry in evaluating motions to compel
arbitration.19 First, the parties must have an agreement to arbitrate the dispute at
14 See Rec. Doc. 1 ¶26. Because Plaintiff was issued a Notice of Right to Sue, Plaintiff has sufficiently
fulfilled Title VII’s exhaustion requirement.
15 Rec. Doc. 5
16 9 U.S.C. § 2.
17 Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford Junior Univ., 489 U.S. 468, 474 (1989) (quoting
Scherk v. Alberto-Culver Co., 417 U.S. 506, 511 (1974)).
18 Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983); Gilmer v.
Interstate/Johnson Lane Corp., 500 U.S. 20, 25 (1991); Primerica Life Ins. Co. v. Brown, 304 F.3d 469,
471 (5th Cir. 2002); D.R. Horton, Inc. v. NLRB, 737 F.3d 344, 360 (5th Cir. 2013).
19 Ameriprise Fin. Servs. v. Etheredge, 277 F.Appx. 447, 449 (5th Cir. 2008); Washington Mut. Finance
Group v. Bailey, 364 F.3d 260, 263 (5th Cir. 2004); see also Hadnot v. Bay, Ltd., 344 F.3d 474, 476 (5th
Cir. 2003); Fleetwood Enters. Inc. v. Gaskamp, 280 F.3d 1069, 1073 (5th Cir. 2002); Webb v.
Investacorp, Inc., 89 F.3d 252, 258 (5th Cir. 1996).
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issue.20 Second, if and only if the first step is satisfied, the Court “must consider
whether any federal statute or policy renders the claims non-arbitrable.”21 If the
dispute is referred to arbitration, the FAA requires the Court to stay or dismiss the
proceedings,22 and the Court “shall make an order directing the parties to proceed to
arbitration in accordance with the terms of the agreement.”23
B. Agreement to Arbitrate
In considering the first prong of the FAA test, the Court considers (1) whether
there is a valid agreement to arbitrate between the parties, and (2) whether the
dispute in question is covered by the agreement.24 Because Plaintiff does not dispute
that her claims fall within the scope of the agreement, the Court shall only consider
the first prong of the analysis.
Defendant contends that Plaintiff’s claims are subject to a binding arbitration
agreement. Defendant argues that, by accepting continued employment and signing
an Employment Agreement (the “Agreement”), Plaintiff agreed to the arbitrate the
present dispute.25 Plaintiff argues the Agreement is not enforceable because
Defendant did not accept the agreement via signature.26 Plaintiff argues that:
[t]he Agreement makes specific reference to “the undersigned
parties” (plural), but only one party signed the Agreement.
20 Etheredge, 277 F.Appx. at 449; Bailey, 364 F.3d at 263; Will-Drill Res., Inc. v. Samson Res. Co., 352
F.3d 211, 214 (5th Cir. 2003).
21 Will-Drill, 352 F.3d at 214 (quoting R.M. Perez & Assocs., Inc. v. Welch, 960 F.2d 534, 538 (5th Cir.
1992)); Etheredge, 277 F.Appx. at 449; Bailey, 364 F.3d at 263.
22 Holts v. TNT Cable Contractors, Inc. (2020 WL 1046337 (E.D. La. 2020) (citing Tittle v. Enron Corp., 463
F.3d 410, 417 n.6 (5th Cir. 2006); Alford v. Dean Witter Reynolds, Inc., 975 F.2d 1161, 1164 (5th Cir.
1992)).
23 9 U.S.C. § 4. See also Holts, 2020 WL at *2; Sedco, Inc. v. Petroleos Mexicanos Mexican Nat’l Oil Co.,
767 F.2d 1140, 1147 n.20 (5th Cir. 1985).
24 Will-Drill, 352 F.3d at 214.
25 Rec. Doc. 5-1 p. 9.
26 See generally Rec. Doc. 6.
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Only “undersigned parties” agreed to be bound by the ADR
Agreement, and the defendant was not one of them. The
defendant, Air Liquide, did not agree to arbitrate disputes.
There is no mutual consent or meeting of the minds.”27
However, in Louisiana, “[t]here is no requirement . . . that an employment
restrictive covenant agreement with an arbitration clause be signed.”28 Defendant
argues that Delta Fuel Co. is similar to the present case; the court in Delta Fuel Co.
held that the arbitration agreement was valid and enforceable despite a lack of
signature.29 While Plaintiff contests the applicability of Delta Fuel Co., arguing that
the Agreement’s language is different from the agreement in Delta Fuel Co., the
Agreement here provides that “the undersigned parties agree to be bound by the
[arbitration agreement] incorporated herein by reference.”30 Plaintiff contends that the
term “undersigned parties” contemplates a signature by Defendant. However, the
Delta Fuel Co. agreement provided a signature line for the company at the bottom of
the document that was left unsigned, and the court in that case held that no signature
was required.31 The logic of the Western District in Delta Fuel Co. applies a fortiori to
the present case. Further, no signature is required under La. Civ. Code art. 1927,
which states that:
A contract is formed by the consent of the parties established
through offer and acceptance. Unless the law prescribes a
certain formality for the intended contract, offer and
acceptance may be made orally, in writing, or by action or
27 Rec. Doc. 6 p. 7.
28 Delta Fuel Co. v. Abbott, 2019 WL 3810047 at *5 (W.D. La. 2019), report and recommendation adopted,
2019 WL 3815692 (W.D. La. 2019). See also Velazquez v. Brand Energy & Infrastructure Servs. Inc.,
781 F.Supp. 2d 370, 375-76 (W.D. La. 2011).
29 Delta Fuel Co., 2019 WL at *3-5.
30 Rec. Doc. 6 p. 7.
31 Delta Fuel Co., 2019 WL at *5.
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inaction that under the circumstances is clearly indicative of
consent. Unless otherwise specified in the offer, there need
not be conformity between the manner in which the offer is
made and the manner in which the acceptance is made.32
Not only is the use of the term “undersigned parties” too vague to impose form
requirements, but even the Agreement did require written acceptance via signature,
the offer and the acceptance do not have to conform to one another in form.33 The
offer here was the Agreement made by Defendant; the acceptance, assuming it
required a signature, was satisfied upon Plaintiff’s signing of the Agreement. Thus, in
any event, the Agreement is an enforceable contract.
Because Plaintiff does not argue that her claims are non-arbitrable under a
federal statute or policy, the Court need not consider the second prong of the FAA
test. Consequently, the parties are bound by the arbitration clause contained in the
Agreement. Defendant’s Motion to Compel Arbitration shall be GRANTED.
C. Motion to Dismiss
Defendant moves to dismiss Plaintiff’s claims pending arbitration.34 Plaintiff
does not argue against dismissal.35 The Court therefore deems Defendant’s Motion
to Dismiss unopposed. Moreover, the Fifth Circuit has held that dismissal may be
ordered when all of the plaintiff’s claims are subject to arbitration.36 Defendant’s
Motion to Dismiss shall be GRANTED.
32 LA. CIV. CODE art. 1927.
33 Id.
34 Rec. Doc. 5.
35 See Rec. Doc. 6.
36 Griggs v. S.G.E. Mgmt. L.L.C., 905 F.3d 835, 839 (5th Cir. 2018) (citing Alford v. Dean Witter Reynolds,
Inc., 975 F.2d 1161, 1164 (5th Cir. 1992)) (“Some circuits have held that district courts must stay a case
when all claims are submitted to arbitration, but this circuit allows district courts to dismiss such claims
outright.”).
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III. CONCLUSION
For the reasons set forth above, Defendant’s Motion to Dismiss, Motion to Compel
Arbitration37 is GRANTED. Plaintiff’s claims against Defendant are dismissed without
prejudice pending arbitration between the parties.
Judgment shall be entered accordingly.
IT IS SO ORDERED.
Signed in Baton Rouge, Louisiana on June 24, 2020.
CHIEF JUDGE SHELLY D. DICK
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
37 Rec. Doc. 5.
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