EDGARDO RAMOS, District Judge.
Panagiotis Chatziplis ("Plaintiff" or "Chatziplis"), proceeding pro se, brings this suit under the Age Discrimination in Employment Act of 1967 ("ADEA"), 29 U.S.C. § 621 et seq., the New York State Human Rights Law ("NYSHRL"), N.Y. Exec. Law § 296 et seq., and the New York City Human Rights Law ("NYCHRL"), N.Y.C. Admin. Code. § 8-107 et seq., against Defendants PriceWaterhouseCoopers LLP ("PWC"), David Lukach ("Lukach"), Jennifer Lyons ("Lyons"), and Shaan Elbaum ("Elbaum") (collectively, "Defendants"). See Am. Compl. (Doc. 8). Defendants move to compel arbitration and stay all proceedings pursuant to the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq. See Doc. 23. For the reasons set forth below, Defendants' motion to compel arbitration is GRANTED, and this action is STAYED pending arbitration.
Chatziplis began working for PWC as a senior associate in the private equity specialist group on January 8, 2015. See Am. Compl. ¶ 6. As a condition of his employment, Chatziplis signed PWC's employment agreement, which includes an arbitration provision:
Opposition to Defendants' Motion to Compel Arbitration ("Pl.'s Mem.") (Doc. 25) Ex. 1 ("Employment Agreement"). Exhibit A of the employment agreement, in turn, states that the parties will arbitrate "all disputes, controversies, and claims relating to or arising out of [the] employment agreement or termination of that agreement . . . includ[ing], without limitation, claims under . . . the Age Discrimination in Employment Act." See Pl.'s Mem. Ex. 1 Ex. A ("Arbitration Agreement") ¶ 1c.
While Chatziplis was working in the private equity specialist group, he was the oldest senior associate. Am. Compl. ¶ 10.3. He was also one of only two senior associates in the private equity specialist group who was not promoted during his tenure. Id. Between December 2015 and April 2016, the group also hired two senior associates, who were between the ages of fifty-five and sixty, on a temporary basis. Id. ¶ 10.4. Neither of their contracts were renewed after the initial four month terms. Id. Chatziplis alleges that his supervisors treated him in unprofessional and harassing ways, and that this behavior was not exhibited toward his younger colleagues. Id. ¶ 11. For example, on one occasion, Chatziplis emailed a supervisor that he would be unable to accommodate a short deadline due to pressing work on other matters. Id. ¶ 11.1. The supervisor responded in a strongly worded email, and when Chatziplis complained to the Human Resources representative for his group, she simply advised him to speak with the supervisor directly and did not intervene further. Id. ¶¶ 11.1, 11.3. Chatziplis further complained to the internal ethics department; he was contacted and interviewed, but never received any follow-up information from the ethics department. Id. ¶¶ 11.3, 12.1. PWC did not reassign Chatziplis to work with different managers and mentors after receiving complaints from him on this and similar occasions. Id. ¶¶ 12.2-12.3.
Chatziplis also alleges that after receiving unsatisfactory ratings in his first year of employment and being put on a performance improvement plan, the plan was not followed and Chatziplis did not receive the remedial services outlined in the plan. Id. ¶ 12.4. During a slow period in the private equity specialty group, Chatziplis requested a temporary transfer; however, his request was denied because he was told he needed a performance rating of at least satisfactory. Id. ¶¶ 13.1-13.3. He was ultimately terminated by PWC on July 20, 2016. Id. ¶ 12.1.
On April 6, 2017, Chatziplis filed an EEOC complaint. See generally id. On June 1, 2017, he filed the instant Complaint, which he amended on June 20, 2017. See Docs. 1, 8. On November 10, 2017, Defendants filed a motion to compel Chatziplis to proceed with arbitration on the basis of his employment agreement. See Doc. 23.
Under the FAA, "[a] written provision in . . . a contract . . . to settle by arbitration a controversy thereafter arising out of such contract . . . shall be valid, irrevocable, and enforceable." 9 U.S.C. § 2. The FAA reflects "a liberal federal policy favoring arbitration agreements," AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 346 (2011) (quoting Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983)), and places arbitration agreements on "the same footing as other contracts." Schnabel v. Trilegiant Corp., 697 F.3d 110, 118 (2d Cir. 2012) (quoting Scherk v. Alberto-Culver Co., 417 U.S. 506, 511 (1974)). Thus, parties are not required to arbitrate unless they have agreed to do so. Id. Before an agreement to arbitrate can be enforced, the district court must first determine whether such agreement exists between the parties. Id. This question is determined by state contract law principles. Nicosia v. Amazon.com, Inc., 834 F.3d 220, 229 (2d Cir. 2016) (citing Specht v. Netscape Commc'ns Corp., 206 F.3d 17, 27 (2d Cir. 2002)).
In the context of motions to compel arbitration, allegations related to the question of whether the parties formed a valid arbitration agreement are evaluated to determine whether they raise a genuine issue of material fact that must be resolved by a fact-finder at trial, which is a similar standard to that applicable for a motion for summary judgment. Schnabel, 697 F.3d at 113; see also Bensadoun v. Jobe-Riat, 316 F.3d 171, 175 (2d Cir. 2003) ("In the context of motions to compel arbitration brought under the [FAA] . . ., the court applies a standard similar to that applicable for a motion for summary judgment. If there is an issue of fact as to the making of the agreement for arbitration, then a trial is necessary.") (internal citations omitted). On a motion for summary judgment, the court considers "all relevant, admissible evidence submitted by the parties and contained in pleadings, depositions, answers to interrogatories, and admissions on file, together with . . . affidavits," and draws all reasonable inferences in favor of the non-moving party. Meyer v. Uber Techs., Inc., 868 F.3d 66, 74 (2d Cir. 2017) (internal quotation marks and citations omitted).
If the Court determines that a valid agreement to arbitrate exists, the Court must then determine whether the particular dispute falls within the scope of arbitration agreement. Specht, 306 F.3d at 26 (2d Cir. 2002) (quoting Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840, 844 (2d Cir. 1987)). If the dispute falls within the scope of the arbitration clause, the "role of the court ends and the matter is one for arbitration." Unique Woodworking, Inc. v. N.Y. City Dist. Council of Carpenters' Pension Fund, No. 07 Civ. 1951 (WCC), 2007 WL 4267632, at *10 (S.D.N.Y. Nov. 30, 2007).
Neither party disputes that Chatziplis signed the PWC employment agreement in December 2015, prior to his employment with PWC and that the employment agreement included an arbitration provision. See Memorandum of Law in Support of Defendants' Motion to Compel Arbitration ("Defs.' Mem.") (Doc. 23-1), at 5-6; Pl.'s Mem. at 18-20 (explaining the context in which Chatziplis signed the employment agreement). In opposition to Defendants' motion to compel arbitration, Chatziplis raises two primary arguments to assert that the arbitration agreement is invalid. First, he argues that the agreement is substantively unconscionable because arbitration favors PWC. See Pl.'s Mem. at 4-17. Second, he argues that the agreement is procedurally unconscionable because he signed the agreement without all the relevant information and under significant time pressure. See id. at 12, 18-20. Both arguments are unavailing.
First, an agreement is substantively unconscionable only if "it is so grossly unreasonable as to be unenforceable according to its literal terms and those contract terms are unreasonably favorable to the party seeking to enforce the contract." Isaacs v. OCE Bus. Servs., Inc., 968 F.Supp.2d 564, 569 (S.D.N.Y. 2013) (quoting Lawrence v. Miller, 11 N.Y.3d 588, 595 (2008)). Chatziplis points to several arbitration rules that he believes are unfair: (1) JAMS, rather than the American Arbitration Association, is the arbitral forum, see Pl.'s Mem. at 5; (2) PWC is bound to cover arbitration fees but not Plaintiff's attorney expenses, if he chooses to retain counsel, id. at 5-6; (3) the arbitration agreement does not state that compensatory and punitive damages and injunctive relief would be available as arbitration awards, id. at 7, 9-10;
Second, Chatziplis argues that because he did not have all of the relevant information and had to sign the employment agreement in a short period of time, the agreement was procedurally unconscionable. Pl.'s Mem. at 12, 18-20. In considering whether an agreement is procedurally unconscionable under New York law, a court should consider whether the party seeking enforcement "used `deception' or `high pressure tactics' in the formation of the agreement or there was a `disparity in bargaining power' between the parties." Isaacs, 968 F. Supp. 2d at 570 (quoting Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 787 (2d Cir. 2003)). However, "the fact that there is inequality in bargaining power between an employer and a potential employee is not a sufficient reason to hold that arbitration agreements are not enforceable in the employment context." Id. (citing Ragone, 595 F.3d at 121).
To demonstrate procedural unconscionability, Chatziplis states that when he signed the arbitration agreement, he did not receive a copy of PWC's severance plan. Id. at 12. According to Chatziplis, this is relevant because the severance plan could have included "additional remedies" beyond what he received after termination. Id. The Court cannot see the relevance of the severance policy to the enforceability of the arbitration agreement, and therefore disregards Chatziplis' arguments about the availability of the severance plan at the time he entered into his employment agreement.
Next, Chatziplis asserts that he did not have a "cooling-off" period in which to weight the benefits and costs of signing an arbitration agreement because he received the offer on December 18, 2014 and was told the forms needed to be filled out by January 5, 2015 so that he could begin his employment. Id. at 18-19.
In the arbitration agreement, Chatziplis and PWC agreed to arbitrate "all disputes, controversies, and claims relating to or arising out of [the] employment agreement or termination of that agreement . . . includ[ing], without limitation, claims under . . . the Age Discrimination in Employment Act." See Arbitration Agreement ¶ 1(c). Chatziplis argues that his claims nevertheless are not covered by the scope of the arbitration agreement because he also raises issues that implicate Title VII and the Sarbanes-Oxley Act. See Pl.'s Mem. at 20-24.
Chatziplis has had the opportunity to state his claim three times: in his EEOC charge, in his original complaint, and in his amended complaint. In none of those documents did Chatziplis assert national origin discrimination, or make any factual allegations that would support a claim for national origin discrimination. See Compl. (Doc. 1); Am. Compl. (Doc. 8).
Similarly, Chatziplis argues that his claim falls under the Sarbanes-Oxley Act because he worked "in a public accounting function" at PWC and his internal complaint was a form of whistleblowing. Id. at 23. But the Sarbanes-Oxley Act's whistleblowing protections apply only to complaints that a publicly traded company is engaged in wire fraud, mail fraud, securities fraud, or another form of fraud against its shareholders. See Nielsen v. AECOM Tech. Corp., 762 F.3d 214, 222 (2d Cir. 2014). Chatziplis has made no allegations that his internal complaints were related to fraud; therefore, his arguments regarding the arbitrability of Sarbanes-Oxley claims are misplaced.
Finally, Chatziplis raises additional arguments that set forth why, as a policy matter, he should not be forced to arbitrate his claims. He discusses the policy concerns implicated by age discrimination in the work place, PWC's culture of overworking its staff, and the trend of arbitration awards favoring employers rather than employees. See Pl.'s Mem. at 15-16, 24-25. These arguments, however, do not change the fact that Chatziplis entered into a valid arbitration agreement which explicitly covered claims brought on the basis of age discrimination. And the Supreme Court has made clear that the Federal Arbitration Act "leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed." Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218 (1985). The Court must therefore grant Defendants' motion to compel arbitration.
For the reasons set forth above, Defendants' motion to compel arbitration is GRANTED, and this action is STAYED pending arbitration. The parties are instructed to advise the Court within 48 hours of the outcome of the arbitration. The Clerk of the Court is respectfully directed to stay this action pending arbitration and terminate the motion, Doc. 23.
It is SO ORDERED.
