The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
WESTERN DIVISION
PAUL E. GOODE, JR., )
)
Plaintiff,
)
v. ) 7:19-cv-00960-LSC
)
CAPPO MANAGEMENT
)
XXXVIII, LLC, )
Defendant. )
MEMORANDUM OF OPINION
Plaintiff Paul E. Goode, Jr. (“Goode”) filed this employment discrimination
action against Defendant Cappo Management XXXVIII, LLC (“Cappo”), alleging
violations of Title VII and 42 U.S.C § 1981 and a state law claim for intentional
infliction of emotional distress. Before this Court is Cappo’s Motion to Compel
Arbitration. (Doc. 9.) For the reasons stated below, the motion is due to be granted.
I. BACKGROUND1
A. Factual Background
Goode, an African-American male, worked as a salesman for Cappo. Cappo
owns and operates Freeway Honda, a car dealership in Birmingham. He alleges that
his claims “occurred at 1813 Ensley Avenue, Ensley, AL 35218,” (doc. 4 at 2), which
1 The following facts are taken from Goode’s amended complaint (doc. 4) and Cappo’s
motion to compel (doc. 9), and the Court makes no ruling on their veracity.
is Freeway Honda’s physical address, (doc. 14 at 3). At the outset of his
employment, Goode signed an Arbitration Agreement (“Agreement”) (doc. 12), in
which he agreed that any dispute between him and Cappo shall be submitted to
binding arbitration. The Agreement does not identify Cappo by name, and the name
Victory Automotive Group, Inc. (“Victory”) appears at the top of the first page.
According to Cappo, Victory provides third-party management services to various
car dealerships nationwide, including Cappo; Victory drafted the Agreement on
behalf of Cappo; and Victory was neither Goode’s employer nor a party to the
Agreement. (See doc. 14 at 3–4.)
The Agreement states in pertinent part:
Employer and Employee have determined that they would prefer to arbitrate
any dispute arising between them, instead of going to court before a judge or
jury. Employer and Employee therefore mutually agree that any dispute
between them (including any dispute involving an employee or agent of
Employer) shall be submitted to binding arbitration. Employer and Employee
mutually agree to waive any right to present any dispute between them to a
court, to a judge, or to a jury. For purposes of this Agreement the term
“Dispute” means any claim, dispute, difference, or controversy, whether or
not related to or arising out of the employment relationship, and including any
claim, dispute, difference, or controversy (i) arising under any federal, state,
or local statute or ordinance (including claims of discrimination or
harassment); (ii) based on any common-law rule or practice . . . or (iv) any
other claim, dispute, difference, or controversy whatsoever.
. . .
Employer and Employee have each read and understand this agreement, and
understand that this agreement to binding arbitration constitutes a waiver to
trial before a judge or jury.
(Doc. 12 at 2 (emphasis added).) Further, the Agreement requires Cappo to advance
all arbitration fees and costs on behalf of Goode, with the final allocation of said fees
and costs to be made by the arbitrator. Finally, the Agreement bears the signatures
of Goode and Cappo’s Title Clerk and authorized representative, Cindy Hood
(“Hood”). (See id. at 3; doc. 14 at 3–4.)
In an affidavit filed during briefing on Cappo’s motion to compel arbitration,
Goode asserts that he was an employee of Victory and that he never signed an
arbitration agreement with Cappo. However, Goode does not contest the fact that
he signed the Arbitration Agreement submitted in this action. (See doc. 19.) Further,
Hood stated under oath that she has never been an employee of Victory, and she
lacked the authority to sign an arbitration agreement on Victory’s behalf. Cappo also
submitted several documents demonstrating that it was Goode’s employer,
including: (1) a paystub issued to Goode that bore Freeway Honda’s and Cappo’s
names, but not Victory’s; (2) a document entitled “Payroll Policies and
Compensation Terms Agreement,” which lists Goode as the employee and the store
name as Freeway Honda; and (3) a document entitled “Freeway Honda Individual
Finance Manager Pay Plan,” which appears to be signed by Goode. (See doc. 18 at
8–24.)
B. Procedural Background
Following his termination, Goode brought this action against Cappo, alleging
that he was discriminated against based on his race.2 On November 12, 2019, Cappo
filed a motion to compel arbitration and to dismiss these proceedings pursuant to the
Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”). (Doc. 9.) On November
18, 2019, this Court ordered Goode to show cause why the motion to compel
arbitration should not be granted and directed him to file his written submission
within fourteen (14) days. (Doc. 10.) Goode did not respond within the deadline.
On December 5, 2019, this Court ordered Cappo to file a copy of the alleged
arbitration agreement signed by the parties. (Doc. 11.) Further, this Court observed
that Goode had not responded to the motion to compel arbitration and directed him
to file his written submission as to why the motion should not be granted by
Wednesday, December 18, 2019. (Id.) Thereafter, Cappo filed a copy of the
Agreement signed by the parties. (Doc. 12.)
On January 7, 2020, this Court ordered Cappo to file an affidavit explaining
the relationship between Cappo and Victory, the entity whose name appears at the
top of the Agreement, and further afforded Goode two days from the date of the
2 The record is silent as to whether Goode filed a Charge of Discrimination with the Equal
Employment Opportunity Commission before bringing his Title VII claim.
filing of the affidavit to file any objections thereto. (Doc. 13.) Cappo timely filed its
affidavit. (Doc. 14.) Goode timely filed an Objection to Arbitration (doc. 15) and
supporting affidavit (doc. 15-1) in which he averred that he was an employee of
Victory and that he never signed an arbitration agreement with Cappo.
On January 17, 2020, this Court ordered the parties to file written submissions
by January 27, 2020, addressing whether the Agreement is valid and enforceable in
light of Goode’s objection and supporting affidavit. (Doc. 16.) This Court’s Order
specifically stated: “If it is Goode’s contention that he did not sign the Arbitration
Agreement attached hereto as Exhibit A, Goode is directed to file an affidavit in
which he states under oath that he did not sign the Arbitration Agreement attached
hereto as Exhibit A by 5:00 PM CST on Monday, January 27, 2020.” (Id. at 2.) The
parties timely filed their written submissions, but Goode did not file an affidavit
stating that he did not sign the Arbitration Agreement. Accordingly, on January 29,
2020, this Court entered an Order explaining that, because Goode did not file the
affidavit, this Court would proceed under the assumption that Goode does not
contest the fact that he signed the Arbitration Agreement. (See doc. 19.)
II. STANDARD
The FAA “reflects an emphatic federal policy” favoring the arbitration of
disputes. Marmet Health Care Ctr., Inc. v. Brown, 565 U.S. 530, 533 (2012) (quoting
KPMG LLP v. Cocchi, 565 U.S. 18, 21 (2011)). It applies to all “contract[s]
evidencing a transaction involving commerce.” 9 U.S.C. § 2. Thus, “claims [that
arise] under federal statutes may be the subject of arbitration agreements and are
enforceable under the FAA.” Weeks v. Harden Mfg. Corp., 291 F.3d 1307, 1312 (11th
Cir. 2002). These agreements are “valid, irrevocable, and enforceable, save upon
such grounds as exist at law or in equity for the revocation of the contract.” 9 U.S.C.
§ 2. Mindful of this “federal policy favoring arbitration,” courts apply state law to
determine enforceability. Caley v. Gulfstream Aerospace Corp., 428 F.3d 1359, 1368
(11th Cir. 2005).
III. DISCUSSION
This Court must determine whether the parties entered into a valid,
enforceable agreement to arbitrate the disputes in this action. “The threshold
question of whether an arbitration agreement exists at all is ‘simply a matter of
contract.’” Bazemore v. Jefferson Capital Sys., LLC, 827 F.3d 1325, 1329 (11th Cir.
2016) (quoting First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 943 (1995)). In
the absence of “such an agreement, a court cannot compel the parties to settle their
dispute in an arbitral forum.” Id. (internal quotation marks and citations omitted).
Alabama law requires the movant to prove “the existence of a contract calling for
arbitration and proving that that contract evidences a transaction affecting interstate
commerce” in order to compel arbitration. Regions Bank v. Neighbors, 168 So. 3d 1,
2 (Ala. 2014) (citing TranSouth Fin. Corp. v. Bell, 739 So. 2d 1110, 1114 (Ala. 1999)).
If the movant carries its burden, the non-movant must then “present evidence that
the supposed arbitration agreement is not valid or does not apply to the dispute in
question.” Id. (quoting Cartwright v. Maitland, 30 So. 3d 405, 408–09 (Ala. 2009)).
Cappo has met its burden of proving the existence of a contract calling for
arbitration. It has submitted a copy of the Arbitration Agreement (see doc. 12), which
closes with a provision stating that Goode read the Agreement and understands that
he is waiving his right to trial before a judge or jury. The Agreement is signed by
Goode and Hood, Cappo Management’s authorized representative, on the final
page. (See id. at 3.) Although Goode submitted an affidavit stating that he never
signed an arbitration agreement with Cappo and that Victory was his employer,
Goode does not contest the fact that he signed the Arbitration Agreement submitted
in this action. (See docs. 16 & 19.) The Arbitration Agreement does not expressly
identify Cappo as the employer, but it also does not identify Victory as the employer.
Hood’s affidavit explains that Victory provides third-party management services to
various car dealerships nationwide, including Cappo; that Victory drafted the
Agreement signed by Goode and Cappo; and that Victory was neither Goode’s
employer nor a party to the Agreement. Hood stated under oath that she had no
authority to sign an arbitration agreement on Victory’s behalf. Additionally, Goode
has only sued Freeway Honda or Cappo in this action, not Victory.3 Goode alleges
that his claims “occurred at 1813 Ensley Avenue, Ensley, AL 35218,” (doc. 4 at 2),
which is Freeway Honda’s physical address, (doc. 14 at 3). Cappo also submitted
other employment documents purportedly signed by Goode and bearing Freeway
Honda’s name, as well as a paystub issued to Goode that bore Freeway Honda’s and
Cappo’s names (but not Victory’s). This Court concludes that there is sufficient
evidence demonstrating that Cappo was Goode’s employer.
In light of Goode’s own allegations as well as the evidentiary submissions, this
Court concludes that the parties had a meeting of the minds that Goode was signing
an arbitration agreement with his employer. Further, Goode’s job duties
“concerned automobile sales, which are transactions that affect interstate
commerce.” See Gassner v. Jay Wolfe Toyota, No. 406-CV-1335 CAS, 2007 WL
1452240, at *2 (E.D. Mo. May 15, 2007).4 Therefore, this Court is satisfied that
Cappo and Goode entered into a contract calling for arbitration and that the contract
evidences a transaction affecting interstate commerce.
3 In his initial complaint, Goode named Freeway Honda as a defendant. Goode subsequently
amended his complaint to name Cappo as a defendant upon learning that Cappo was the
defendant’s “correct business name.” (Doc. 5.)
4 While the Court recognizes that district court opinions are not binding precedent, this case
is cited because the Court finds it persuasive.
Because Cappo has demonstrated the existence of a contract calling for
arbitration, the burden shifts to Goode to show that the Agreement is invalid or does
not apply to this dispute. As explained above, Goode does not dispute the fact that
he signed the Arbitration Agreement submitted in this action. Further, the
statement in Goode’s affidavit that Victory was his employer is contradicted by
documents such as Goode’s paystub bearing the names Cappo and Freeway Honda,
and Goode’s own allegations in his pleadings naming Freeway Honda or Cappo as
his employer. Hood also stated under oath that she has never been an employee of
Victory and lacked the authority to sign an arbitration agreement on Victory’s behalf.
In sum, Goode’s submissions are insufficient to demonstrate that the Agreement is
invalid or unenforceable. Further, the Agreement mandates arbitration for any claim
arising under any federal statute, including claims of discrimination; any common-
law rule or practice; or any other claim whatsoever. Therefore, Goode’s federal
employment discrimination claims and his state law claim are all within the scope of
the Agreement.
IV. CONCLUSION
Cappo has shown that the parties voluntarily entered into an agreement to
arbitrate all disputes, and Goode has not carried his burden of showing that the
agreement is invalid or inapplicable. Accordingly, Cappo’s motion to compel
arbitration (doc. 9) is due tobe GRANTED. An Order consistent with this Opinion
will be entered contemporaneously herewith.
DONE and ORDERED on February 4, 2020.
L. Scott G
United States DistNct Judge
199335
Page 10 of 10