Martinez v. Bloomberg LP, 740 F. 3d 211 (2d Cir. 2014) [click for opinion]
Plaintiff began working at Bloomberg LP in 1999. In 2005, he was reassigned from the New York office to the London office. On February 21, 2005, Plaintiff signed an employment agreement that identified London as his normal place of business and contained termination and grievance procedures. The employment agreement provided that the agreement “shall be interpreted and construed in accordance with English law and any dispute arising hereunder shall be subject to the exclusive jurisdiction of the English courts.”
After Plaintiff was subjected to domestic abuse by his partner, the CEO of Bloomberg's Multimedia Division insisted that Plaintiff take unofficial leave. Plaintiff returned to work two months later, but the CEO and the regional head of Human Resources in the United Kingdom met with Plaintiff in mid-February 2011 and expressed concern that he was “unwell;” they insisted Plaintiff take a period of medical leave. Plaintiff’s doctor cleared him to return to work, but they insisted he not return for a few months. While out on medical leave, Plaintiff heard that the company was restructuring and was told that his position would be eliminated. Plaintiff was terminated a short time later.
Plaintiff filed suit in the Southern District of New York for discrimination on the basis of perceived disability in violation of the ADA, 42 U.S.C. § 12111,et seq., and against Bloomberg and the two senior employees for discrimination on the basis of perceived disability and on the basis of sexual orientation in violation of both the New York State and City Human Rights Laws. Defendants moved to dismiss the complaint based on the forum selection clause. The district court granted Defendants' motion to dismiss and Plaintiff appealed to the Second Circuit.
Initially the Second Circuit addressed the question whether federal law or the law specified in the choice-of-law clause governs. The answer was that federal law applied to the enforceability of the forum selection clause while English law governed contract interpretation issues.
Plaintiff contended, however, that his discrimination claims did not “arise under” his employment contract and were therefore not governed by the forum selection clause. The court determined this was an “interpretive dispute” that turned on English law—the substantive law the parties chose to govern the contract. The Second Circuit referred to an English case which states that “the construction of an arbitration clause should start from the assumption that the parties, as rational businessmen, are likely to have intended any dispute arising out of the relationship into which they have entered or purported to enter to be decided by the same tribunal.” The court determined that, although an employment discrimination claim is a statutory tort in England, it requires proof of an employment relationship, and therefore arises under the employment contract.
As to the forum selection clause, the court noted that since the clause was reasonably communicated to Plaintiff, there was a presumption of its enforceability. The court determined that this presumption was not overcome. The court noted that the special venue provision of the ADA, which was enacted to prevent “national companies with distant offices” from seeking to discourage claims by “forc[ing] plaintiffs to litigate far from their homes,” meant that the enforceability of the forum selection clause was a close question. The Second Circuit stated that it would “hesitate to enforce a forum selection clause if the party resisting enforcement demonstrated that the foreign forum's anti-discrimination law was insufficient to deter employers from violating the civil rights of individuals with disabilities.” The court reasoned, however, that the shorter statute of limitations and unavailability of prevailing party attorneys’ fees were insufficient to overcome the presumptive enforceability of the forum selection clause. Finally, the court determined that Plaintiff was not able to show personal hardships that would lead the court to decline to enforce the clause, as he had lived in England for six years, owned a home there and had taken steps to acquire United Kingdom citizenship. As such, the Second Circuit affirmed the Southern District of New York’s dismissal of the suit based on the forum selection clause.