J-A12003-16
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
ANTHONY D’ANTONIO, IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellee
v.
WILLIAM BEAM AND UNIVERSAL
TECHNICAL INSTITUTE, INC.,
Appellants No. 2309 EDA 2015
Appeal from the Order Entered July 10, 2015
In the Court of Common Pleas of Chester County
Civil Division at No(s): No. 2015-02417
BEFORE: BENDER, P.J.E., PANELLA, J., and STEVENS, P.J.E.*
MEMORANDUM BY STEVENS, P.J.E.: FILED JUNE 22, 2016
William Beam and Universal Technical Institute, Inc., (collectively
“Appellants”) appeal the Order entered in the Court of Common Pleas of
Chester County on July 10, 2015, denying their Petition to Compel
Arbitration and Stay the Judicial Proceedings.1 Upon our review of the
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1
In its Opinion per Rule of Appellate Procedure 1925, the trial court
expressed its view that this appeal is interlocutory and noted that Appellants
did not file a motion for reconsideration. 42 Pa.C.S.A. § 7320(a)(1) provides
that an appeal may be taken from a court order denying a party’s application
to compel arbitration. In addition, Pa.R.A.P. 311(a)(8) states an appeal may
be taken as of right and without reference to Pa.R.A.P. 341(c) from an order
“which is made appealable by statute or general rule.” See also Elwyn v.
DeLuca, 48 A.3d 457, 460 n. 4 (Pa.Super. 2012).
*Former Justice specially assigned to the Superior Court.
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record, we reverse the trial court’s refusal to compel this action to
arbitration and remand for arbitration.
The trial court set forth the background of this case as follows:
In 2006, Appellee Anthony D'Antonio submitted an application
for employment at Appellant UTI's Exton, Pennsylvania campus.
As part of the employment application and as a condition of
employment, Appellee was purportedly required to execute an
agreement to arbitrate. The terms of the agreement to arbitrate,
in relevant part, are as follows:
I further agree that, should an offer of employment be
extended to me, any dispute arising between UTI, Inc.
and me: (I) in connection with my leaving
employment, either voluntarily or involuntarily; and /or
(ii) in connection with my employment (whether or not
it involves my leaving employment), which dispute falls
within the jurisdiction of the Equal Employment
Opportunity Commission (and /or any counterpart state
agency), will likewise be resolved exclusively through
the process of arbitration, pursuant to the rules of the
American Arbitration Association.
I understand that this arbitration agreement covers any
and all claims that I might bring under the Age
Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964 as amended, including amendments
to the Civil Rights Act of 1991, the Americans with
Disabilities Act, and any claims related to the foregoing
asserted under the law of contract and /or tort.
Appellee was hired as an instructor in the Education
Department of UTI's Exton, Pennsylvania campus and was
employed by Appellant for eight (8) years. In 2014, Appellant
terminated Appellee's employment.
On or about March 19, 2015, Appellee filed a Complaint in
the Court of Common Pleas of Chester County against Appellants
UTI and William Beam. Appellant Beam was Appellee's
supervisor at the time that Appellee's employment was
terminated. Appellee's Complaint asserted the following claims:
(1) interference with a contract; (2) interference with a
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prospective contract; (3) false light invasion of privacy; (4)
defamation; (5) disparagement; (6) civil conspiracy; and (7)
breach of contract. Appellee alleges that Appellant Beam acted
outside the course and scope of his employment when he
committed the described tortious acts.
On or about April 30, 2015, Appellants filed a Petition to
Compel Arbitration and Stay the Proceedings Pending
Arbitration. In the Petition, Appellants argued that the clause
"which dispute falls within the jurisdiction of the Equal
Employment Opportunity Commission" modifies only subsection
(ii) related to disputes in connection with [ ] employment and
does not have any effect on subsection (I) related to "leaving [ j
employment, either voluntarily or involuntarily." As a result,
Appellants claimed that Appellee was bound to arbitrate the
disputes pursuant to the agreement to arbitrate as each of the
claims raised in Appellee's Complaint were concerned with his
role as a UTI employee. We disagree. By Order dated July 10,
2015, this [c]ourt denied Appellants' Petition. Appellants filed a
timely Notice of Appeal on July 30, 2015. Appellants
subsequently filed a timely Concise Statement of Errors on
August 26, 2015.
Trial Court Opinion, filed 9/14/15, at 2-3.
In their Brief, Appellants present the following Statement of the
Question Involved:
Do [Appellee’s] claims, all of which relate to and arise out
of his termination, fall within the scope of the arbitration
agreement, which encompasses, among other things, “any
dispute arising between UTI, Inc. and me [] in connection with
my leaving employment, either voluntarily or involuntarily…”?
Brief of Appellants at 4 (emphasis in original).
The determination of the existence of an arbitration agreement and of
whether a dispute is within the scope of the arbitration agreement presents
questions of law and our scope of review is plenary. Pisano v. Extendicare
Homes, Inc., 77 A.3d 651 (Pa.Super. 2013), appeal denied, 624 Pa. 683,
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86 A.3d 233 (2014). Our review of an order refusing to compel arbitration
is:
[l]imited to determining whether the trial court's findings are
supported by substantial evidence and whether the trial court
abused its discretion in denying the petition. Where a party to a
civil action seeks to compel arbitration, a two-part test is
employed. First, the trial court must establish if a valid
agreement to arbitrate exists between the parties. Second, if the
trial court determines such an agreement exists, it must then
ascertain if the dispute involved is within the scope of the
arbitration provision. If a valid arbitration agreement exists
between the parties, and the plaintiff's claim is within the scope
of the agreement, the controversy must be submitted to
arbitration.
Provenzano v. Ohio Valley General Hospital, 121 A.3d 1085, 1094–95
(Pa.Super. 2015) (citation omitted). Courts must make the aforesaid
determinations with an awareness that:
(1) arbitration agreements are to be strictly construed and not
extended by implication; and (2) when parties have agreed to
arbitrate in a clear and unmistakable manner, every reasonable
effort should be made to favor the agreement unless it may be
said with positive assurance that the arbitration clause involved
is not susceptible to an interpretation that covers the asserted
dispute.
To resolve this tension, courts should apply the rules of
contractual constructions, adopting an interpretation that gives
paramount importance to the intent of the parties and ascribes
the most reasonable, probable, and natural conduct to the
parties. In interpreting a contract, the ultimate goal is to
ascertain and give effect to the intent of the parties as
reasonably manifested by the language of their written
agreement. . . .
[T]he court may take into consideration the surrounding
circumstances, the situation of the parties, the objects they
apparently have in view, and the nature of the subject-matter of
the agreement. The court will adopt an interpretation that is
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most reasonable and probable bearing in mind the objects which
the parties intended to accomplish through the agreement. If it
appears that a dispute relates to a contract's subject matter and
the parties agreed to arbitrate, all issues of interpretation and
procedure are for the arbitrators to resolve.
Id. at 1095 (citations and quotation marks omitted).
Herein, Appellants do not dispute the trial court’s finding that Appellee
entered into a valid and enforceable agreement to arbitrate with them, and
upon our review of the record, which includes Appellee’s online application
for employment at UTI’s Exton campus, we agree. See [Appellants’] Petition
to Compel Arbitration and Stay the Judicial Proceedings at Exhibit 1.2
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2
Appellee’s argument in his appellate brief centers around his position that
the trial court never decided whether an agreement to arbitrate exists
between the parties; therefore, he asks this Court to dismiss this matter and
remand for a determination as to whether the parties entered into a valid
agreement to arbitrate all disputes. Contrary to Appellee’s contentions, in
its July 10, 2015, Order the trial court found the parties had entered into a
valid arbitration agreement. See Trial Court Order, filed July 10, 2015, n.1
(stating “[c]learly a valid agreement exists, but it is limited in scope.”)
Moreover, in its September 14, 2015, Opinion, the trial court reiterated its
view that the parties were bound by an existing and valid agreement to
arbitrate. See Trial Court Opinion, filed 9/14/15 at 5 (indicating “although
Appellee disputes that he agreed to the arbitration provision at issue, it is
clear that there is an existing and valid agreement to arbitrate”). Appellee
never filed a cross-appeal challenging the trial court’s determination in this
regard, although he also posits in his brief that no agreement to arbitrate
exists because, as he stated in his deposition testimony, he never completed
an application for employment either in writing or electronically, and there is
no direct evidence of record to the contrary. Brief of Appellee at 7-11. As
such, despite the fact that Appellee “prevailed” in the sense that the trial
court held he was not compelled to arbitrate the claims raised in his
complaint, he was nevertheless aggrieved in that the trial court’s holding
encompassed a finding that he and Appellants had entered into a valid,
albeit limited, agreement to arbitrate. See Pittsburgh Constr. Co. v.
(Footnote Continued Next Page)
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Rather, Appellants’ claim challenges the trial court’s determination that the
dispute does not fall within the scope of the arbitration agreement. Brief of
Appellants at 10. In reaching its decision the plain language of the
arbitration clause pertains only to those claims that fall within the
jurisdiction of the EEOC such that the agreement does not require the
parties to arbitrate the dispute, the trial court reasoned as follows:
In [their] Petition, Appellants argued that the clause
"which dispute falls within the jurisdiction of the Equal
Employment Opportunity Commission" modifies only subsection
(ii) related to disputes in connection with [Appellee’s]
employment and has no effect on subsection (i). Thus,
Appellant[s] would have us find that the first category of
disputes, regarding the voluntary or involuntary termination of
employment, is not limited in scope to claims that fall within the
jurisdiction of the EEOC. Appellant[s] offer[] no support for this
construction and/or interpretation of this provision of the
agreement.
We read this clause differently. Indeed, when read as a
whole and with the conjunction "and”,[3] it is clear to this [c]ourt
that disputes arising both to the termination of employment and
employment in general are subject to arbitration only if such
disputes fall within the jurisdiction of the EEOC. In making this
determination, we focused on reading and interpreting the
agreement to arbitrate in its entirety. Having determined that
the arbitration terms are ambiguous as a matter of law, we
construe the language of the agreement against the drafter, or
Appellants, as we are entitled to do. It is simply not a rational
construction of the terms of the agreement to interpret the
clause as only subjecting some disputes arising out of an
_______________________
(Footnote Continued)
Griffith, 834 A.2d 572, 588-90 (Pa.Super. 2003) (stating a party who
prevails may nonetheless be considered an aggrieved party where it did not
receive the complete relief it sought and must, therefore, file a cross-appeal
under Pa.R.A.P. 511 or risk waiver of that issue). As such, this issue is not
properly before us.
3
As indicated above, the conjunction is “and/or.”
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employee's employment (termination or otherwise) to arbitration
if they fall within the jurisdiction of the EEOC while applying a
much broader scope of the provision to those disputes that arise
from an employee's termination, be it voluntary or involuntary.
Moreover, the provisions of the agreement overlap.
Indeed, the claims asserted in Appellee's Complaint fall within
both subsections of the Agreement to Arbitration as they are
related to his "employment (whether or not it involves [his]
leaving employment)" as well as the termination of his
employment, whether voluntary or involuntary. In construing the
terms against Appellants, we find that the most rational
construction of the agreement requires that all disputes relating
to Appellee's employment fall within the jurisdiction of the EEOC
in order to be submitted to arbitration.
Therefore, because the arbitration clause states that the
parties agree to arbitrate disputes which, "fall within the
jurisdiction of the Equal Employment Opportunity Commission
..." and there is nothing within the body of the complaint or any
ancillary filings in which an allegation is made that would fall
within the jurisdiction of the EEOC, Appellee must not be
compelled to submit his claims to arbitration.
Trial Court Opinion, filed 9/14/15, at 6-7. To the contrary, we find the plain
language of the arbitration agreement requires the parties to arbitrate
Appellee’s claims.
Subsection (I) of the agreement to arbitrate is preceded by the
provision that “any dispute arising between UTI, Inc. and [Appellee]:” and
continues “(I) in connection with [Appellee’s] leaving employment, either
voluntarily or involuntarily;[.]” The conjunction “and/or” follows and
immediately precedes Subsection (ii) which states “in connection with
[Appellee’s] employment (whether or not it involves [Appellee’s] leaving
employment), which dispute falls within the jurisdiction of the Equal
Employment Opportunity Commission (and/or any counterpart state agency
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will likewise be resolved exclusively through the process of arbitration,
pursuant to the rules of the American Arbitration Association.”
When read in context and in accordance with common rules of
grammar and punctuation, the arbitration clause describes two categories of
disputes which fall within its rubric. Subsection (I) which is preceded by a
reference to “any dispute” is punctuated with a semicolon, which is used to
separate equal and balanced sentence elements. As such, Subsection (I)
independently pertains to disputes arising from Appellee’s voluntary or
involuntarily termination of his employment with UTI. The semicolon
indicates that these words are closely related to Subsection (ii) which is
immediately preceded by the coordinating conjunctions “and/or[.]”
Coordinating conjunctions link words, phrases or clauses of equal
importance. Subsection (ii) discusses disputes falling within the jurisdiction
of the EEOC whether or not they involve Appellee leaving his position with
UTI. Thus, disputes arising from Appellee’s leaving the employ of UTI that
do not fall within the jurisdiction of the EEOC and/or disputes falling within
the jurisdiction of the EEOC will “likewise” be resolved by the arbitration
process. The term likewise is an adverb defined as meaning: “1. moreover;
in addition; also; too: 2. In like manner; in the same way; similarly.”
Likewise Definition, DICTIONARY.COM, http://dictionary.reference.com/browse/
likewise (last visited June 2, 2016). As such, read as a whole, the
agreement to arbitrate provides that disputes involving Appellee’s leaving his
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employment with UTI will also be subject to arbitration as will those disputes
which fall within the jurisdiction of the EEOC, whether or not they involve
Appellee’s leaving his position with UTI.
Stated and viewed another way, the arbitration agreement indicates:
I further agree that, should an offer of employment be
extended to me, any dispute arising between UTI, Inc.
and me: (I) in connection with my leaving
employment, either voluntarily or involuntarily;
and/or
(ii) in connection with my employment (whether or not
it involves my leaving employment), which dispute falls
within the jurisdiction of the Equal Employment
Opportunity Commission (and /or any counterpart state
agency)
will likewise be resolved exclusively through the
process of arbitration, pursuant to the rules of the
American Arbitration Association.
This interpretation is consistent with other language contained in the
agreement to arbitrate provision as well. For instance, the agreement to
arbitrate concludes with a statement that Appellee:
Understand[s] that, by agreeing to use arbitration as the
exclusive forum for the resolution of the employment disputes
described above, [HE IS] WAIVING THE RIGHT TO ASSERT ANY
SUCH CLAIMS IN THE STATE OR FEDERAL COURTS AND
WAIVING [HIS] RIGHT TO A TRIAL BY JURY. [He made] this
waiver voluntarily, with full knowledge of its effects, and after
having had full opportunity to discuss it with persons of [his]
choosing.
See Candidates Assessment Information Sheet, dated 3/27/06, at 1-2.
Following this statement, Appellee’s full name appears with an indication
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that he accepts this agreement and that the day’s date was March 27, 2006.
In boldface type, Appellee also was alerted that his acceptance is required in
order for him to complete the online application process. Id. at 2.
In addition, further evidence of the parties’ intent to resolve disputes
through the arbitration process is contained in UTI’s Employee Handbook
under the section entitled EMPLOYMENT PRACTICES AND GUIDELINES
which stresses the parties agree to arbitrate disputes arising between UTI
and its employees. See UTI Employee Handbook at 5. Appellee’s signature
appears on the Employee Handbook Acknowledgement Form which is dated
July 13, 2006. See Praecipe for Determination, filed July 14, 2015, at
Exhibit H.
Appellee’s claims raised in his Complaint fall squarely within the scope
of Subsection I of the arbitration agreement which pertains to any dispute
arising between the parties in connection with Appellee’s voluntary or
involuntary termination or his employment with Appellants. In his
Complaint, Appellee includes counts alleging interference with contract,
interference with prospective contract, false light invasion of privacy,
defamation, disparagement, civil conspiracy, and breach of employment
contract. All of the allegations contained in the Complaint concern to the
involuntary termination of Appellee’s employment with UTI and the alleged
resultant damages he sustained therefrom. Accordingly, we hold that the
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trial court erred in denying Appellants’ motion to stay and to compel
arbitration.
Order denying Appellants’ motion to compel arbitration reversed. Case
remanded for arbitration. Jurisdiction relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 6/22/2016
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