In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 14‐3653
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION,
Plaintiff‐Appellant,
v.
CVS PHARMACY, INC.,
Defendant‐Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
1:14‐cv‐00863 — John W. Darrah, Judge.
____________________
ARGUED OCTOBER 29, 2015 — DECIDED DECEMBER 17, 2015
____________________
Before FLAUM, MANION, and ROVNER, Circuit Judges.
FLAUM, Circuit Judge. This appeal arises out of an en‐
forcement action brought by the Equal Employment Oppor‐
tunity Commission (“EEOC”) under Section 707(a) of Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e‐6. The
EEOC claims that CVS Pharmacy, Inc. (“CVS”) is violating
Title VII by offering a severance agreement that could deter
terminated employees from filing charges with the EEOC or
participating in EEOC proceedings. The district court grant‐
2 No. 14‐3653
ed summary judgment for CVS because it interpreted Title
VII as requiring the EEOC to conciliate its claim before
bringing a civil suit, and the EEOC had refused to engage in
conciliation. The district court was also skeptical that an em‐
ployer’s decision to offer a severance agreement to terminat‐
ed employees could serve as the basis for a “pattern or prac‐
tice” suit under Title VII, without any allegation that the
employer engaged in retaliatory or discriminatory employ‐
ment practices. On appeal, the EEOC argues that Section
707(a) of Title VII gives it broad powers to sue without en‐
gaging in conciliation or even alleging that the employer en‐
gaged in discrimination. For the reasons that follow, we dis‐
agree with the EEOC and affirm the judgment of the district
court.
I. Background
In July 2011, CVS fired store manager Tonia Ramos and
offered her a severance agreement (the “Agreement”), which
she signed. Severance agreements (also known as “separa‐
tion agreements”) are contracts commonly used by employ‐
ers to protect against legal liability. Under a typical sever‐
ance agreement, the former employee agrees to waive claims
against the employer in exchange for consideration that the
former employee would not otherwise be entitled to, such as
additional pay or benefit extensions.
The CVS Agreement, a four‐and‐a‐half‐page, single‐
spaced document, includes a broad release of waivable
claims relating to the signatory’s employment, including
claims under Title VII.1 It also includes a covenant not to sue
1 It is undisputed that individual Title VII claims can be re‐
leased. See, e.g., Alexander v. Gardner‐Denver Co., 415 U.S. 36, 52
No. 14‐3653 3
CVS in any court or agency, but expressly carves out the
employee’s right to “participate in a proceeding with any
appropriate federal, state or local government agency en‐
forcing discrimination laws.” The Agreement forbids the
signatory from improperly using or disclosing confidential
information belonging to CVS and making “any statements
that disparage the business or reputation” of CVS, but clari‐
fies that the Agreement does not prohibit the employee from
“making truthful statements or disclosures that are required
by applicable law, regulation or legal process” or “request‐
ing or receiving confidential legal advice.” The Agreement
requires the signatory to cooperate with CVS to protect con‐
fidential company information in legal proceedings, but
provides that “[n]othing in this Agreement shall be con‐
strued to prohibit Employee from testifying truthfully in any
legal proceeding.” If the signatory complies with these and
other related covenants, the signatory is entitled to severance
(1974) (“[P]resumably an employee may waive his cause of action
under Title VII as part of a voluntary settlement … .”); EEOC v.
Allstate Ins. Co., 778 F.3d 444, 449 (3d Cir. 2015) (“It is hornbook
law that employers can require terminated employees to release
claims in exchange for benefits to which they would not otherwise
be entitled. Nothing in the employment‐discrimination statutes
undermines this rule … .” (internal citation omitted)); EEOC, En‐
forcement Guidance on Non‐Waivable Employee Rights, Notice
No. 915.002 (Apr. 10, 1997),
http://www.eeoc.gov/policy/docs/waiver.html (“[W]hile a private
agreement can eliminate an individual’s right to personal recovery, it
cannot interfere with EEOC’s right to enforce Title VII, the EPA,
the ADA, or the ADEA by seeking relief that will benefit the pub‐
lic and any victims of an employer’s unlawful practices who have
not validly waived their claims.” (emphasis added)).
4 No. 14‐3653
pay, subsidized health insurance during the severance peri‐
od, and two months of outplacement assistance. The Agree‐
ment advises the terminated employee to seek legal advice
before signing, allows the terminated employee twenty‐one
days to consider whether to sign, and provides a seven‐day
revocation period after signing.
In August 2011, approximately one month after signing
the Agreement, Ramos filed a charge with the EEOC alleg‐
ing that CVS fired her because of her race and sex. During
the EEOC’s investigation of Ramos’s charge, CVS provided
the EEOC with Ramos’s severance agreement.
On June 10, 2013, an EEOC regional attorney sent CVS a
letter stating that he “ha[d] reasonable cause to believe that
[CVS] is engaged in a pattern or practice of resistance to the
full enjoyment of the rights secured by Title VII … and that
the pattern or practice is of such a nature and is intended to
deny the full exercise of the rights described in Title VII … .”
The letter contended that CVS “conditioned employees’ re‐
ceipt of severance pay on an overly broad, misleading and
unenforceable” agreement that “interferes with employees’
right to file charges with the EEOC, … communicate with
the EEOC[,] and participate in EEOC … investigations.” The
EEOC gave CVS fourteen days to agree to certain terms as
part of a consent decree to be filed in court.2 Three days lat‐
er, the EEOC dismissed Ramos’s discrimination charge.
2 The requested terms included: (1) discontinuing the use of
the Agreement; (2) expressly stating in future severance agree‐
ments that the employee “retain[s] the right to file charges” and
“recover monetary relief” in any action by the EEOC; (3) expressly
stating in future severance agreements that the employee may
No. 14‐3653 5
On July 29, 2013, after several phone calls with the EEOC,
CVS responded with a letter requesting that the EEOC com‐
ply with the pre‐suit procedures contained in Section 706 of
Title VII.3 CVS also asked the EEOC to reconsider its posi‐
tion that the act of offering a severance agreement to termi‐
nated employees, without any allegation that CVS engaged
in discrimination or retaliation, was actionable under Title
VII. Nonetheless, the EEOC continued to state in telephone
conversations that it would only resolve its claims by con‐
sent decree. The agency also contended that it was not re‐
quired to engage in conciliation because it was proceeding
under Section 707(a) and therefore was not bound by the
pre‐suit requirements contained in Section 706.
In a letter dated August 1, 2013, CVS again requested
conciliation. CVS also stated that it was “implementing
changes to its release agreements to enhance the existing
language to ensure that employees understand their rights
to file a charge with the EEOC and cooperate fully with the
EEOC.” The EEOC did not respond and instead filed suit in
the Northern District of Illinois six months later, on February
7, 2014.
communicate and cooperate with EEOC, regardless of any confi‐
dentiality obligations; (4) tolling Title VII’s charge‐filing period for
former employees who signed the Agreement; (5) issuing a “cor‐
rective communication;” and (6) training personnel about their
right to file charges and communicate with the EEOC.
3 Section 706 states that the EEOC must attempt to resolve a
charge of an unlawful employment practice “by informal methods
of conference, conciliation, and persuasion” before filing a civil
suit. 42 U.S.C. §§ 2000e‐5(b), (f).
6 No. 14‐3653
The EEOC’s complaint alleged that CVS was engaged in
a pattern or practice of resistance to the full enjoyment of
rights guaranteed under Title VII by, among other things,
“conditioning the receipt of severance benefits on … em‐
ployees’ agreement to a Separation Agreement that deters
the filing of charges and interferes with employees’ ability to
communicate voluntarily with the EEOC … .” CVS filed a
motion to dismiss under Rule 12(b)(6), arguing that the
EEOC’s claim failed as matter of law because the Agreement
did not interfere with the signatory’s right to file a charge
and cooperate with the EEOC. More broadly, CVS argued
that a “pattern or practice” violation under Section 707(a)
must include an allegation that the employer engaged in dis‐
crimination or retaliation, and because the EEOC’s com‐
plaint contained no such allegation, the court was required
to dismiss the suit. In the alternative, CVS contended that it
was entitled to summary judgment because the EEOC had
refused to satisfy the pre‐suit duties required by Section 706,
namely, conciliation.
The district court granted summary judgment for CVS on
October 7, 2014, holding that under Title VII and EEOC reg‐
ulations, the EEOC was required to conciliate its claim be‐
fore filing a civil suit. The district court also expressed skep‐
ticism about the merits of the EEOC’s claim in two footnotes.
The court first observed that the EEOC improperly sought
“to expand the meaning” of the term “resistance” in Section
707(a) by pursuing alleged employer misconduct without an
allegation of employment discrimination or retaliation. The
district court also concluded that it was unreasonable to con‐
strue the Agreement as deterring charge‐filing because the
Agreement contains a carve‐out provision allowing the sig‐
natory to participate in proceedings before anti‐
No. 14‐3653 7
discrimination agencies. And even if the Agreement did
prohibit charge‐filing, the Agreement would be deemed un‐
enforceable in court and thus could not constitute resistance
to Title VII. This appeal followed.
II. Discussion
On appeal, the EEOC contends that the district court
erred by granting summary judgment for CVS because Sec‐
tion 707(a) authorizes the agency to bring actions challeng‐
ing a “pattern or practice of resistance” to the full enjoyment
of Title VII rights without following any of the pre‐suit pro‐
cedures contained in Section 706, including conciliation. The
EEOC also argues that CVS’s use of a severance agreement
that could chill terminated employees from filing charges or
participating in EEOC proceedings constitutes a “pattern or
practice of resistance” for purposes of Section 707(a). Finally,
the EEOC argues that a reasonable jury could conclude that
the Agreement deterred signatories from filing charges with
the EEOC because of its length, small font, and the fact that
it is drafted in “legalese,” thus making summary judgment
for CVS improper. CVS contends in response that the district
court correctly determined that the EEOC was required to
conciliate its claim before suing, and that a suit brought un‐
der Section 707(a) must contain an allegation of employment
discrimination or retaliation to survive a motion to dismiss.
We review the district court’s grant of summary judg‐
ment de novo, construing all facts and drawing all reasona‐
ble inferences in the nonmoving party’s favor. Burnell v.
Gates Rubber Co., 647 F.3d 704, 707 (7th Cir. 2011). Summary
judgment is appropriate if the movant shows that “there is
‘no genuine dispute as to any material fact and the movant is
8 No. 14‐3653
entitled to judgment as a matter of law.’” Id. at 708 (quoting
Fed. R. Civ. P. 56(a)).
Title VII prohibits various “unlawful employment prac‐
tices” involving discrimination on the basis of “race, color,
religion, sex or national origin.” 42 U.S.C. §§ 2000e‐2, 2000e‐
3. Title VII also prohibits retaliation against an employee
“because he has made a charge, testified, assisted, or partici‐
pated in any manner in an investigation, proceeding, or
hearing under this subchapter.” § 2000e‐3(a).
Before 1972, the EEOC could not enforce Title VII viola‐
tions by civil suit. Under Section 706, the EEOC was permit‐
ted to investigate charges filed by aggrieved parties or by the
EEOC on their behalf and attempt to resolve the charge by
informal methods “of conference, conciliation, and persua‐
sion.” Title VII, Pub. L. No. 88‐352, § 706, 78 Stat. 241, 259
(1964). If those methods failed, the EEOC was required to
notify the aggrieved individual, who could choose to file a
complaint. See id. at 260; Gen. Tel. Co. of the Nw., Inc. v. EEOC,
446 U.S. 318, 325 (1980) (observing that before 1972, “[c]ivil
actions for enforcement upon the EEOC’s inability to secure
voluntary compliance could be filed only by the aggrieved
person”). In addition, the Attorney General could bring a
civil action under Section 707 against persons “engaged in a
pattern or practice of resistance to the full enjoyment of any of
the rights secured by this title” without filing a charge or en‐
gaging in conciliation. § 707(a), 78 Stat. at 261 (emphasis
added).
Convinced that the “failure to grant the EEOC meaning‐
ful enforcement powers ha[d] proven to be a major flaw in
the operation of Title VII,” Congress amended Title VII’s en‐
forcement provisions in 1972. S. Rep. No. 92‐415, at 4 (1971).
No. 14‐3653 9
First, Congress amended Section 706 to give the EEOC a
cause of action to sue employers when informal methods of
dispute resolution failed. § 2000e‐5(f)(1) (“If within thirty
days after a charge is filed … the [EEOC] has been unable to
secure from the [employer] a conciliation agreement ac‐
ceptable to the [EEOC], the [EEOC] may bring a civil action
… .”). As before, amended Section 706 required the EEOC to
proceed on the basis of a charge of an “unlawful employ‐
ment practice” filed by or on behalf of an aggrieved person.
§ 2000e‐5(b).
Second, the 1972 amendments added subsections (c)–(e)
to Section 707, which transferred the Attorney General’s au‐
thority to initiate “pattern or practice” suits to the EEOC.
Section 707(c) provides that “the functions of the Attorney
General under this section shall be transferred to [the
EEOC]” and requires the EEOC to “carry out such functions
in accordance with subsections (d) and (e) of this section.”
§ 2000e‐6(c). Importantly, Section 707(e) provides:
Subsequent to March 24, 1972, [the EEOC] shall
have authority to investigate and act on a
charge of a pattern or practice of discrimination,
whether filed by or on behalf of a person claim‐
ing to be aggrieved or by [the EEOC]. All such
actions shall be conducted in accordance with the
procedures set forth in [Section 706].
§ 2000e‐6(e) (emphasis added).
The Supreme Court discussed the legislative history sur‐
rounding the transfer of authority from the Attorney Gen‐
eral to the EEOC in General Telephone Company of the North‐
west, Inc. v. EEOC:
10 No. 14‐3653
Senator Williams … noted that, upon the trans‐
fer, “[t]here will be no difference between the
cases that the Attorney General can bring un‐
der section 707 as a ‘pattern or practice’ charge
and those which the [EEOC] will be able to
bring.” Senator Javits agreed with both Sena‐
tors: “The EEOC … has the authority to insti‐
tute exactly the same actions that the Depart‐
ment of Justice does under pattern or practice.”
Senator Javits further noted that “if [the EEOC]
proceeds by suit, then it can proceed by [pat‐
tern or practice] suit. If it proceeds by [pattern
or practice] suit, it is in the position of doing
exactly what the Department of Justice does in
pattern and practice suits … . [T]he power to
sue … fully qualifies the [EEOC] to take pre‐
cisely the action now taken by the Department
of Justice.”
446 U.S. at 328–29 (internal citations omitted).
The EEOC seizes on this legislative history to support its
argument that the 1972 amendments released EEOC from
any obligation to follow the pre‐suit procedures contained in
Section 706 when proceeding under Section 707(a). Because
the Attorney General could pursue pattern or practice viola‐
tions without first engaging in informal methods of dispute
resolution, and Congress transferred “the authority to insti‐
tute exactly the same actions that the Department of Justice
does under pattern or practice,” the EEOC argues that it is
not bound to follow the procedures set forth in Section 706
either.
No. 14‐3653 11
The problem with this interpretation is that it reads Sec‐
tion 707(e)—which requires all actions under Section 707 to
be “conducted in accordance with the procedures set forth in
[Section 706]”—out of the statute. § 2000e‐6(e). See Duncan v.
Walker, 533 U.S. 167, 174 (2001) (“It is our duty to give effect,
if possible, to every clause and word of a statute.” (internal
quotation marks omitted)). In an attempt to surmount this
obstacle, the EEOC contends that Section 707(a) grants it the
broad power to pursue claims alleging a pattern and practice
“of resistance.” By contrast, Section 707(e) merely requires
that claims alleging a pattern or practice “of discrimination”
comply with Section 706 procedures. Since the EEOC does
not contend that CVS discriminated against Ramos when it
offered her the severance agreement, the EEOC argues that
its claim falls within Section 707(a) and thus, the agency is
not required to follow Section 706’s pre‐suit procedural re‐
quirements. In other words, the EEOC advances a novel in‐
terpretation of its powers under Section 707(a) that extends
beyond the pursuit of unlawful unemployment practices in‐
volving discrimination and retaliation, and that frees the
EEOC from engaging in informal methods of dispute resolu‐
tion as a prerequisite to litigation. As the district court ob‐
served, the EEOC “cites to no case law distinguishing ac‐
tions brought under Section 707(a) and actions brought un‐
der Section 707(e), nor has any case been found that sup‐
ports the distinction between the two sections as argued by
the EEOC.”
We reject the EEOC’s expansive interpretation of its
powers under Section 707(a). Title VII protects employees
against discrimination on the bases of race, color, national
origin, sex, or religion. Section 707(a) allows the EEOC to
challenge “resistance to the full enjoyment of any of the rights
12 No. 14‐3653
secured by [Title VII].” § 2000e‐6(a) (emphasis added). There‐
fore, suits under Section 707(a) must challenge practices that
threaten the employee’s right to be free from workplace dis‐
crimination and retaliation for opposing discriminatory em‐
ployment practices—the only rights secured by Title VII.
Section 707(a) does not create a broad enforcement power
for the EEOC to pursue non‐discriminatory employment
practices that it dislikes—it simply allows the EEOC to pur‐
sue multiple violations of Title VII (i.e., unlawful employ‐
ment practices involving discrimination or retaliation de‐
fined in Sections 703 and 704) in one consolidated proceed‐
ing. See, e.g., Council 31, Am. Fed’n of State, Cty., & Mun.
Emps. v. Ward, 978 F.2d 373, 378 (7th Cir. 1992) (finding that
pattern or practice refers to “a method of proving discrimi‐
nation” “prohibited by Section 703,” requiring a showing
that an “employer regularly and purposefully discrimi‐
nates”); Parisi v. Goldman Sachs & Co., 710 F.3d 483, 487 (2d
Cir. 2013) (“[I]n Title VII jurisprudence ‘pattern‐or‐practice’
simply refers to a method of proof and does not constitute a
‘freestanding cause of action.’” (citation omitted)); Serrano v.
Cintas Corp., 699 F.3d 884, 894 (6th Cir. 2012) (claims “under
§ 707 … are limited to allegations of a pattern or practice of
discrimination”).
The EEOC does not contend that CVS discriminated
against Ramos when it offered the Agreement. Nor does the
EEOC allege that CVS engaged in retaliation by offering the
Agreement to terminated employees, and that is because the
argument would fail: Several circuit courts, including ours,
have held that conditioning benefits on promises not to file
charges with the EEOC is not enough, in itself, to constitute
“retaliation” actionable under Title VII. See, e.g., Isbell v. All‐
state Ins. Co., 418 F.3d 788, 793 (7th Cir. 2005) (rejecting a
No. 14‐3653 13
claim that the employer committed unlawful retaliation
when it terminated all of its insurance agents and required
those who wanted to stay in an independent contractor rela‐
tionship to sign a release of claims); EEOC v. Allstate Ins. Co.,
778 F.3d 444, 452 (3d Cir. 2015) (finding “no legal authority”
for the proposition that “denying an employee an unearned
benefit on the basis of the employee’s refusal to sign a re‐
lease” is an adverse employment action); EEOC v. SunDance
Rehab. Corp., 466 F.3d 490, 499 (6th Cir. 2006) (holding that a
severance agreement that conditions severance pay on a
promise not to file a charge with the EEOC does not violate
Title VII’s antiretaliation provisions). Therefore, we agree
with the district court that the EEOC’s suit did not state a
claim under Title VII.4
4 Even if we were to accept the EEOC’s arguments about the
scope of its powers under Section 707(a) and the lack of procedur‐
al prerequisites to a suit, the EEOC’s claim would still fail because
the Agreement makes clear that it does not obstruct the signato‐
ry’s ability to file a charge with the EEOC. The Agreement stipu‐
lates that “nothing” precludes the signatory from “participat[ing]
in a proceeding with any appropriate federal, state, or local gov‐
ernment agency enforcing discrimination laws,” and that the sig‐
natory may “cooperat[e] with any such agency in its investiga‐
tion.” Moreover, the Agreement expressly states that its general
release provision does not apply to rights that the signatory can‐
not lawfully waive. Therefore, the district court correctly conclud‐
ed that it is unreasonable to construe the Agreement as restricting
the signatory from filing a charge or otherwise participating in
EEOC proceedings.
The EEOC contends that the Agreement is confusing because
of its small font and “legalese,” but does not dispute that the par‐
ties could locate and read the provisions informing them of their
14 No. 14‐3653
Moreover, because there is no difference between a suit
challenging a “pattern or practice of resistance” under Sec‐
tion 707(a) and a “pattern or practice of discrimination” un‐
der Section 707(e), we agree with the district court that the
EEOC was required to comply with all of the pre‐suit proce‐
dures contained in Section 706, including conciliation. This
interpretation is not only most consistent with congressional
intent, it is the approach required under the EEOC’s own
regulations, which provide: “Where the [EEOC] determines
that there is reasonable cause to believe that an unlawful
employment practice has occurred or is occurring, the
[EEOC] shall endeavor to eliminate such practice by infor‐
mal methods of conference, conciliation and persuasion.” 29
C.F.R. § 1601.24(a). The regulations further provide that the
EEOC may bring a civil action only if it is unable to secure “a
conciliation agreement acceptable to the [EEOC].” § 1601.27.
Nowhere in the EEOC’s comprehensive regulations is there
any statement suggesting that suits may brought under Sec‐
tion 707(a) without conciliation or an allegation of discrimi‐
nation.
If we were to adopt the EEOC’s interpretation of Section
707(a), the EEOC would never be required to engage in con‐
ability to participate in EEOC proceedings. In addition, the
Agreement advises the terminated employee to consult with an
attorney and requires that the employee attest to fully under‐
standing and voluntarily accepting its terms. The EEOC does not
allege that there was a disparity in bargaining power that might
suggest procedural unconscionability. Nor does the EEOC present
evidence that anyone has actually been misled by the Agreement;
instead, the EEOC admits that Ramos filed a charge of discrimina‐
tion one month after signing it.
No. 14‐3653 15
ciliation before filing a suit because it could always contend
that it was acting pursuant to its broader power under Sec‐
tion 707(a). In other words, the EEOC’s position reads the
conciliation requirement out of the statute. But Congress has
made it clear that it prefers for the EEOC to resolve Title VII
disputes by informal methods of dispute resolution and to
only resort to litigation when those methods fail. See Mach
Mining, LLC v. EEOC, 135 S. Ct. 1645, 1651 (2015) (observing
that conciliation is “a key component of the statutory
scheme” and that “Congress chose cooperation and volun‐
tary compliance as its preferred means” of bringing “em‐
ployment discrimination to an end” (citations, internal quo‐
tation marks, and alteration omitted)); Occidental Life Ins. Co.
v. EEOC, 432 U.S. 355, 368, 379 (1977) (observing that “the
EEOC is required by law to refrain from commencing a civil
action until it has discharged its administrative duties” and
that “Congress, in enacting Title VII, chose cooperation and
voluntary compliance … as the preferred means of achieving
its goals” (internal citation, quotation marks, and alteration
omitted)); Alexander v. Gardner‐Denver Co., 415 U.S. 36, 44
(1974) (observing that Congress created the EEOC to give
parties “an opportunity to settle disputes through confer‐
ence, conciliation, and persuasion” before resorting to litiga‐
tion); EEOC v. Liberty Trucking Co., 695 F.2d 1038, 1042 (7th
Cir. 1982) (describing conciliation as the EEOC’s “most im‐
portant function”).
Lastly, we clarify a statement made in dicta in an earlier
decision. In EEOC v. Harvey L. Walner & Assocs., we ex‐
plained that in the course of amending Section 707, “Con‐
gress … transferred to EEOC authority previously vested in
the Attorney General under § 707 … to institute ‘pattern or
practice’ lawsuits on its own initiative—i.e., without certain
16 No. 14‐3653
of the prerequisites to a civil action under [Section 706(f)].”
91 F.3d 963, 968 (7th Cir. 1996). That statement should not be
interpreted as permitting the EEOC to proceed without a
charge, as the EEOC contends and the district court conclud‐
ed in the decision below. The 1972 amendments gave the
EEOC the power to file “pattern or practice” suits on its
own, but Congress intended for the agency to be bound by
the procedural requirements set forth in Section 706, includ‐
ing proceeding on the basis of a charge. See 42 U.S.C.
§ 2000e‐6(e) (“Subsequent to March 24, 1972, [the EEOC]
shall have authority to investigate and act on a charge of a
pattern or practice of discrimination … . All such actions
shall be conducted in accordance with the procedures set
forth in [Section 706].” (emphasis added)); EEOC v. Univ. of
Pa., 493 U.S. 182, 190 (1990) (“[The EEOC’s] enforcement re‐
sponsibilities are triggered by the filing of a specific sworn
charge of discrimination.”); EEOC v. Shell Oil Co., 466 U.S.
54, 62 (1984) (“In its current form, Title VII sets forth an inte‐
grated, multistep enforcement procedure … . The process
begins with the filing of a charge with the EEOC alleging
that a given employer has engaged in an unlawful employ‐
ment practice… . [W]hen a Commissioner has reason to
think that an employer has engaged in a “pattern or prac‐
tice” of discriminatory conduct, he may file a charge on his
own initiative.” (internal citations, quotation marks, and
footnote omitted)).
We therefore reject the EEOC’s interpretation of Section
707(a) that would undermine both the spirit and letter of Ti‐
tle VII. Under Section 707(e), the EEOC is required to comply
with all of the pre‐suit procedures contained in Section 706
when it pursues “pattern or practice” violations. And be‐
cause the EEOC has not alleged that CVS engaged in dis‐
No. 14‐3653 17
crimination or retaliation by offering the Agreement to ter‐
minated employees, the EEOC failed to state a claim on
which relief can be granted.
III. Conclusion
For the foregoing reasons, we AFFIRM the judgment of the
district court.