Allen v. Reliaquest, LLC

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

AARON ALLEN,

Plaintiff,

v. Case No. 8:23-cv-0806-KKM-AEP

RELIAQUEST, LLC,

Defendant.

____________________________________

ORDER

Aaron Allen sues ReliaQuest for events that occurred while he was employed

by ReliaQuest. He brings various employment discrimination and contract claims.

Am. Compl. (Doc. 32). ReliaQuest moves for summary judgment on each of Allen’s

claims, MSJ (Doc. 59), and Allen responds, Resp. (Doc. 61). For the reasons below,

I grant the motion.

I. BACKGROUND1

Aaron Allen “is a Native American and African-American male.” Am.

1 Because Allen’s amended complaint is sworn, the allegations are evidence for purposes of this

motion. , 922 F.3d 1199, 1206 (11th Cir. 2019) (explaining that the district

court erred when it did not consider the plaintiff’s verified complaint as evidence when deciding

the defendant’s motion for summary judgment) ReliaQuest does not dispute the facts as

represented in the background.

Compl. ¶ 10. Allen began working for ReliaQuest in November 2021 “as a

Detection Architect as part of their Detection Operations Team.” ¶ 16. Allen

was terminated on March 21, 2022. ¶ 19. e same day, ReliaQuest presented

Allen with a severance agreement. ¶ 27; Severance Agreement (Doc. 13-1) (Sev.

Agr.).

e agreement contains a release provision that “[i]n exchange for the

consideration” in the agreement, Allen “hereby releases and forever discharges

ReliaQuest from any and all claims, actions, demands, and causes of action . . . which

[Allen] may have had, or may now have against ReliaQuest.” Sev. Agr. ¶ 6. e

release expressly allows for “certain claims and relief with the Equal Employment

Opportunity Commission, the National Labor Relations Board, and the Security &

Exchange Commission.” . e word “covenant” appeared elsewhere in the

agreement and ReliaQuest acquiesced with Allen’s request to remove it, as Allen

believed it went “against his religious beliefs.” Am Compl. ¶ 28; Sev.

Agr. (omitting the word “covenant”).

Before signing the agreement, Allen met with “Senior Vice President of

Development and Engagement, Scott Noonan,” and two other managers. Am.

Compl. ¶ 30. Allen claims that Noonan explained to Allen that “by signing the

severance agreement, [Allen] would waive all claims against [ReliaQuest] except

those protected by law such as racial discrimination claims which fell under EEOC

[c]laims.” . Specifically, Noonan told Allen that the waiver provision “does not

apply to any federal claims[,] such as with the EEOC or other federal labor rights.”

. ¶ 31 (emphasis omitted). And Noonan told Allen to take seven days to review

and sign the agreement. .

Despite multiple attempts to contact legal counsel, Allen did not speak with

a retained attorney before signing the agreement on April 4, 2022. . ¶¶ 33–34. As

justification for signing the agreement, Allen cites Noonan’s representations. .

¶ 34. In exchange for signing the agreement, Allen received a “severance payment”

and an additional month of healthcare benefits, and the agreement contained a

provision that Allen acknowledged he was not already entitled to the payment. Sev.

Agr. ¶¶ 1–2.

Following the signing of the agreement, Allen filed a claim with the EEOC,

alleging discriminatory behavior by ReliaQuest. Am. Compl. ¶ 35. e EEOC then

gave Allen a right to sue letter, (Doc. 32-1), and Allen sued ReliaQuest, asserting

the following employment discrimination claims in his amended complaint: race

discrimination in violation of Title VII (Counts I, III); race discrimination in

violation of the Florida Civil Rights Act (FCRA) (Counts II, V); race discrimination

in violation of 42 U.S.C. § 1981 (IV); retaliation in violation of Title VII (Count

VI); and religious discrimination in violation of Title VII (Count VII). . ¶¶ 37–

81. Allen’s amended complaint brings a negligent misrepresentation claim (Count

IX) and the following contract claims, all based on Noonan’s statement that Allen

could sue after signing the agreement: fraud in the inducement (Count VIII);

recission of severance agreement (mutual mistake) (Count X); and recission of

severance agreement (unilateral mistake) (Count XI). . ¶¶ 82–127.

In July 2024, ReliaQuest moved to dismiss Allen’s amended complaint based

on the agreement’s release clause. (Doc. 35). After converting it to a motion for

summary judgment, (Doc. 44), the Court granted it in part and concluded that “the

severance agreement contains a clear and unambiguous waiver of the claims Allen

now asserts,” Summ. J. Order (Doc. 47) (SJ Order) at 1. e Court declined to

address whether Allen entered into the release knowingly and voluntarily. . at 1,

12. at issue is now briefed and ripe for resolution.

II. LEGAL STANDARD

Summary judgment is appropriate if no genuine dispute of material fact exists

and the moving party is entitled to judgment as a matter of law. FED. R. CIV. P.

56(a). e moving party can show that no genuine dispute of material fact exists by

showing “that there is an absence of evidence to support the nonmoving party’s case.”

, 477 U.S. 317, 325 (1986); , 246

F.3d 1332, 1334 (11th Cir. 2001) (explaining that “summary judgment is proper ‘if

the pleadings, depositions, answers to interrogatories, and admissions on file,

together with the affidavits, if any, show that there is no genuine issue as to any

material fact and that the moving party is entitled to judgment as a matter of law’ ”

(quoting FED. R. CIV. P. 56(c))).

e party moving for summary judgment has the initial burden of showing

the absence of a genuine issue of material fact. , 121 F.3d

642, 646 (11th Cir. 1997). When deciding whether the movant has met this burden,

“the court must view the movant’s evidence and all factual inferences arising from it

in the light most favorable to the nonmoving party.” Once the movant’s initial

burden is met, the burden shifts to the nonmovant to “come forward with ‘specific

facts showing that there is a genuine issue for trial.’ ” (quoting

, 475 U.S. 574, 587 (1986). “e mere existence of

a scintilla of evidence in support of the [nonmovant’s] position will be insufficient;

there must be evidence on which the jury could reasonably find for the

[nonmovant].” , 169 F.3d 1310, 1321 (11th Cir. 1999)

(quoting , 477 U.S. 242, 250 (1986)).

III. ANALYSIS

ReliaQuest argues that they are entitled to summary judgment on Allen’s

claims for two main reasons. First, it contends that Allen is barred from bringing his

employment discrimination claims because Allen entered into the agreement

knowingly and voluntarily. Second, it argues that Allen’s contract claims fail because

his claims hinge on extrinsic evidence, which the parol evidence rule prohibits in the

light of the unambiguous release. And even if the parol evidence rule does not bar

all the contract claims, Allen cannot show that he justifiably relied on certain

extrinsic evidence because the release is clear. I address each argument in turn.

A. Allen Knowingly and Voluntarily Signed the Severance Agreement

“[A]n employee can waive his ‘cause of action under Title VII as part of a

voluntary settlement agreement’ if ‘the employee’s consent to the settlement was

voluntary and knowing.’ ”

, 133 F.3d 816, 819 (11th Cir. 1998) (quoting

., 415 U.S. 36, 52 n.15 (1974)).2 Such a waiver must be “closely scrutinized.”

, 86 F.3d 196, 198 (11th Cir. 1996).

Courts look to the totality of the circumstances to determine whether a release

was knowing and voluntary. . To do so, the following factors must be considered:

[1] the plaintiff’s education and business experience; [2] the amount of

time the plaintiff considered the agreement before signing it; [3] the

clarity of the agreement; [4] the plaintiff’s opportunity to consult with

an attorney; [5] the employer’s encouragement or discouragement of

consultation with an attorney; and [6] the consideration given in

exchange for the waiver when compared with the benefits to which the

employee was already entitled.

. (quoting , 42 F.3d 633, 635 (11th Cir. 1995)). “Evidence

that the parties negotiated the conditions and consideration of a release supports a

conclusion that the release, when executed later, was knowing and voluntary.”

, 480 F.3d 1036, 1042 (11th Cir. 2007).

And “claims of subjective misunderstanding, standing alone [do not] defeat an

otherwise valid release.” . (alteration in the original) (quoting

, 110 F.3d 431, 442 (7th Cir. 1997)).

2 Because “[t]he FCRA is patterned after Title VII,” “federal case law on Title VII applies to FCRA

claims.” , 217 So. 3d 163, 165 (Fla. 4th DCA 2017) (en banc)

(quoting , 889 So. 2d 840, 849 n.2 (Fla. 4th DCA 2004)). Releases of

claims under 42 U.S.C. § 1981 are also analyzed identically to releases under Title VII.

, 86 F.3d 196, 198 (11th Cir. 1996).

e totality of the circumstances shows that Allen entered into the agreement

knowingly and voluntarily. First, Allen had “approximately five years of management

experience” at the time he signed the release, so he certainly would have familiarity

with business-related contracts. Am. Compl. ¶ 25(c). Second, two weeks3 to review

the agreement was sufficient, especially in light of the fact that Allen requested

during that time for ReliaQuest to remove certain wording, and ReliaQuest

acquiesced. Am Compl. ¶¶ 28, 32–24; Sev. Agr.; , 86 F.3d at

199 (citing 733 F. Supp. 1534, 1544–45 (D.N.J. 1990)

(fourteen days to consider release supported finding that employee entered in to

release knowingly and voluntarily)); , 480 F.3d at 1042 (explaining that

evidence of negotiations about release conditions supports a finding of a knowing

and voluntary waiver). ird, the release is clear and unambiguous. SJ

Order. Fourth, Allen had a sufficient opportunity to consult with an attorney (two

weeks), and he in fact contacted several attorneys. Am. Compl. ¶ 33. Fifth, Allen

received consideration in exchange for the release. In exchange for signing the

agreement, Allen received a “severance payment” and an additional month of

3 It is immaterial whether Noonan told Allen to take seven days to review and sign the agreement,

Am. Compl. . ¶ 31, because Allen took two weeks to review it, . ¶¶ 33–34.

healthcare benefits. By signing the agreement, Allen acknowledged that he was not

already entitled to the severance payment and healthcare benefits. Sev. Agr. ¶¶ 1–2;

, No. 09-21871-CV-KLNG, 2011 WL 4944122, at *6

(S.D. Fla. Oct. 17, 2011) (finding sufficient consideration where employee received

payment for signing a release and the release contained a provision acknowledging

that the employee was not otherwise entitled to the payment).

e parties submit no facts suggesting that ReliaQuest either discouraged or

encouraged Allen to consult with an attorney. As such, this factor neither supports

nor negates that Allen signed the release knowingly and voluntarily.

, No. 07-20126 CIV, 2008 WL 1924266, at *18 (S.D. Fla.

Mar. 11, 2008).

Allen does not dispute that the release is clear and that he received

consideration in exchange for signing it, but he disputes the other factors. As to the

amount of time that Allen had to consider the agreement, he vaguely argues that

“there are no facts which support a determination of the time that [Allen] spent

considering the agreement before signing it” and that “[t]his Court has held that 21

days not 14 days is sufficient time.” Resp. at 4 (citing

, No. 3:15-CV-821-J-34JRK, 2018 WL 748870 (M.D. Fla. Jan.

10, 2018), , No. 3:15-CV-821-J-34JRK, 2018

WL 746938 (M.D. Fla. Feb. 7, 2018)). To his first point, the inquiry centers around

how much time the plaintiff had to consider the agreement, not how the plaintiff in

fact used all of the time afforded. , 86 F.3d at 198–99. And to Allen’s

second point, there is no “bright-line test for determining what is a sufficient amount

of time,” but looking at the totality of the circumstances, the factors cut in favor of

concluding that the release was knowing and voluntary. . at 198.

Regarding education, Allen correctly notes that he never alleged in his verified

complaint he had received certain degrees. Resp. at 2. ReliaQuest cites to only its

unsworn answer as evidence of Allen’s degrees. , 338 F.3d 1259,

1273 n.26 (11th Cir. 2003) (“Unsworn statements . . . cannot be considered by a

district court in ruling on a summary judgment motion.”). But this is not a material

distinction for purposes of the factor because the focus is whether Allen “is not

educated enough to understand the [release].” , 480 F.3d at 1041. Allen

produces no evidence to suggest that he could not understand the release, especially

in the light of his own verified allegations of having five years of management

experience and being “qualified to perform his job” at ReliaQuest. Am. Compl.

¶¶ 17, 25.

Allen lastly argues that a statement by Scott Noonan, ReliaQuest’s Senior

Vice President of Development and Engagement, should be construed as a

discouragement from seeking counsel. Resp. at 4. Allen alleges that on the day

ReliaQuest presented him with the Severance Agreement, Noonan informed Allen

“that he could sue after he signed and executed the Severance Agreement.” .

(quoting Am. Compl. ¶ 34).

e record cuts against Allen’s argument. First, the Severance Agreement

contains a provision that Allen “has relied on, or had the opportunity to rely upon,

advice of counsel of [Allen]’s choosing or has been given an opportunity to review it

with counsel and have chosen not to do so.” Sev. Agr. ¶ 7. Second, there is no

evidence that ReliaQuest did or said anything to “impede [Allen]’s ability to consult

with an attorney.” , 86 F.3d at 199. ird, though Noonan’s statement may

have caused confusion on Allen’s part, “claims of subjective misunderstanding,

standing alone [do not] defeat an otherwise valid release,” especially one that is clear

and unambiguous as to its release of all future claims. , 480 F.3d at 1042

(alteration in the original) (quoting , 110 F.3d at 442). Lastly, Allen’s sworn

allegations contradict his argument now, as he alleges that he contacted several

attorneys Noonan’s statement, which suggests that Noonan’s comment did not

discourage Allen from seeking counsel. Am. Compl. ¶¶ 31–33.

Accordingly, no reasonable jury could conclude, based on the totality of the

circumstances, that Allen did not sign the release agreement knowingly and

voluntarily, and thus summary judgment in ReliaQuest’s favor on Counts I–VII is

warranted.

B. Allen’s Contract-Related Claims Fail as a Matter of Law

“e parol evidence rule bars claims arising out of prior extrinsic agreements,

oral or written, which vary, alter, or modify the terms of a clear, unambiguous, and

fully integrated document.”

, 768 So. 2d 535, 537 (Fla. 4th DCA 2000). “[T]he law generally

presumes that the parties, by making a writing on the subject, intended the writing

to be the sole expositor of their agreement,” and therefore “the party seeking to

introduce parol evidence must establish that the document is ambiguous.”

, 867 So.2d 1224, 1226 (Fla. 5th DCA 2004).

is rule is not applicable, though, “when fraud enters into a transaction to

the extent of inducing a written contract,” ,

459 So. 2d 487, 491 (Fla. 3d DCA 1984), or to show mutual mistake,

, 507 So. 2d 1366, 1371 (Fla. 1987).

Because the parol evidence rule bars using extrinsic evidence to interpret the

release provision, Allen’s claim of recission of the severance agreement based on a

unilateral mistake fails as a matter of law. Allen’s contract claims hinge solely on

Noonan’s extracontractual statement. Am. Compl. ¶¶ 85, 94, 103, 117. In order

to introduce Noonan’s statement as evidence of contractual meaning, Allen, as “the

party seeking to introduce parol evidence[,] must establish that the document is

ambiguous.” , 867 So.2d at 1226. Because the release is clear and unambiguous,

the parol evidence rule bars using extrinsic evidence to interpret it. SJ

Order. It follows, then, that because Noonan’s statement is Allen’s only evidence of

the agreement’s meaning, he cannot establish the unilateral mistake claim.

e parol evidence rule does not bar consideration of extrinsic evidence for

the fraud in the inducement claim, negligent misrepresentation claim, , 459

So. 2d at 491, or recission based on mutual mistake, ,

507 So. 2d at 1371. But those claims fail for other reasons.

“A mistake is mutual when the parties agree to one thing and then, due to

either a scrivener’s error or inadvertence, express something different in the written

instrument.” , 507 So. 2d at 1372. e party seeking

rescission of a contract must “show by clear and convincing evidence that a mistake

of fact occurred in the transaction.” , 542 So. 2d 1014,

1015–16 (Fla. 3d DCA 1989).

Allen’s mutual mistake claim fails for two reasons. First, and most crucially,

Noonan’s statement does not expressly contradict the release’s exception for “claims

and relief with the Equal Employment Opportunity Commission.” Sev. Agr. ¶ 6.

us, what is expressed in the agreement is not necessarily different from what the

parties “agree[d]” to. , 507 So. 2d at 1372. And second,

Allen’s allegations do not show an agreement between him and Noonan about the

meaning of the release provision, but instead that Noonan informed Allen about its

meaning. erefore, Allen has not shown “by clear and convincing evidence

that a mistake of fact occurred in the transaction.” , 542 So. 2d at 1015.

Both fraud in the inducement and negligent misrepresentation require the

plaintiff to show justifiable reliance. , 989 So. 2d 1244,

1247 (Fla. 1st DCA 2008) (per curiam); , 184 So. 3d 1155, 1167

n.23 (Fla. 1st DCA 2015). “Without justifiable reliance, there can be no actionable

fraud.” , 287 So. 3d 699, 704 (Fla.

4th DCA 2020) (quoting , 727 So. 2d 1053, 1057

(Fla. 4th DCA 1999)).

e “justifiable reliance” standard provides “some objective corroboration to

plaintiff’s claim that he did rely,” and cannot be shown when, for example, “the

representation is obviously false.” ,

192 So. 3d 77, 81 n.4 (Fla. 5th DCA 2016) (quoting W. PAGE KEETON, ET AL.,

PROSSER AND KEETON ON TORTS 750 (5th ed. 1984)). In other words, justifiable

reliance cannot be established “when proper disclosure of the truth is subsequently

revealed in a written agreement between the parties.”

, 850 So. 2d 536, 543 (Fla. 5th DCA 2003) (per curiam).

Allen’s fraud claims fail because he cannot establish that he justifiably relied

on Noonan’s statement in the light of the unambiguous release provision. By signing,

Allen agreed that he “releases and forever discharges ReliaQuest from any and all

claims, actions, demands, and causes of action . . . including but not limited to any

and all claims which are based on or in any way related to his [] employment with

ReliaQuest or the termination of that employment.” Sev. Agr. ¶ 6. e only relevant

carve-out was for pursuing “claims and relief with the Equal Employment

Opportunity Commission.” Noonan’s statement—that the release provision

“does not apply to any federal claims such as with the EEOC or other federal labor

rights”—does not directly contradict that exception. Am. Compl. ¶ 31. But even if

the statement did or Allen construed it to mean he could sue for whatever he wanted,

Noonan’s representation was “obviously false” when compared to the release

provision. , 192 So. 3d at 81 n.4. us, Allen cannot have justifiably relied

on Noonan’s statement. ., 787 F. App’x

619, 622–23 (11th Cir. 2019) (per curiam) (holding under Georgia law that signee

could not establish that they justifiably relied on oral promises of uncapped

commissions because subsequent written disclaimers against uncapped commissions

“squarely contradicted” the promises).

Accordingly, ReliaQuest is entitled to summary judgment on Allen’s contract-

related claims.

C. Adjudicating ReliaQuest’s Motion for Summary Judgment is Not

Premature

Allen argues that summary judgment is premature because discovery was

incomplete when ReliaQuest moved for summary judgment. Resp. at 5–6; Pl.’s Decl.

(Doc. 61-1) ¶¶ 4–7. But so long as “the material facts are undisputed, as they are

here, summary judgment is appropriate early in the proceedings.”

, 116 F. Supp. 3d 1316, 1317–18 (M.D. Fla. 2015);

, 862 F.2d 841, 843–44 (11th Cir. 1989) (per

curiam).

The relevant facts turn on Allen’s sworn complaint and the severance

agreement. See Larkin, 116 F. Supp. 3d at 1317-18. And Allen points to no specific

facts yet to be developed—such as a deposition—that would impact the resolution

of the motion. See Pl.’s Decl. § 4-7. Therefore, accepting as true all the allegations

of his verified complaint, the record is sufficiently developed for adjudication.

IV. CONCLUSION

Because no genuine dispute of material fact exists and the moving party is

entitled to judgment as a matter of law, FED. R. CIV. P. 56(a), ReliaQuest is entitled

to summary judgment on all counts in the amended complaint.

Accordingly, the defendant’s Motion for Summary Judgment, (Doc. 59), is

GRANTED. Because ReliaQuest’s counterclaims remain pending and Allen

proceeds pro se, the parties are directed, no later than May 8, 2025, to file a notice

informing the Court whether another mediation would prove more efficient than

proceeding to trial.

ORDERED in Tampa, Florida, on May 1, 2025.

athryn’Kimball Mizelle

United States District Judge

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