MEMORANDUM OPINION

T. S. ELLIS, III, United States District Judge.

In this trade secrets and unfair competition case, defendant William Christopher Brumlow ("Brumlow") has moved to dismiss all claims against him pursuant to Rule 12(b)(3), Fed. R. Civ. P., or, in the alternative, to stay the proceedings against him and compel arbitration pursuant to the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 3 & 4. Although Brumlow did not sign the pertinent arbitration agreement, he nonetheless seeks to enforce that agreement against one of the signatories and its parent company.

For the reasons that follow, Brumlow's Rule 12(b)(3) motion must be denied, and his motion to compel arbitration and stay proceedings must be granted in part and denied in part.

I.

It is unnecessary to delve into the facts to conclude that Brumlow's Rule 12(b)(3)1 motion is a nonstarter. Brumlow incorrectly contends that "[a] motion to dismiss for improper venue concerning a forum-selection clause is properly brought under Fed. R. Civ. P. 12(b)(3)." D. Mem. at 11.2 The Supreme Court has recently and explicitly rejected this argument. Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., ___ U.S. ___, 134 S.Ct. 568, 577, 187 L.Ed.2d 487 (2013) ("[Defendant] contends that a party may enforce a forum-selection clause by seeking dismissal of the suit under ... Rule 12(b)(3). We disagree."). In Atlantic Marine, the Supreme Court held that "Rule 12(b)(3) [is] not [a] proper mechanism[] to enforce a forum-selection clause," id. at 580, because "a forum-selection clause does not render venue in a court ... `improper' within the meaning of ... Rule 12(b)(3)," id. at 579.3 Thus where, as here, a party seeks "to enforce a forum-selection clause pointing to a state or foreign forum," Rule 12(b)(3) has no application, and typically the "appropriate" procedure is to seek dismissal pursuant to "the residual doctrine of forum non conveniens[.]" Id. at 580. Put simply, Supreme Court precedent forecloses Brumlow's Rule 12(b)(3) motion, and thus the motion must be denied.

Because Brumlow has not argued forum non conveniens and the Complaint does not suggest any basis for such an argument, the following analysis is properly limited to Brumlow's motion to stay or compel arbitration, pursuant to the FAA, 9 U.S.C. §§ 3 & 4.4

II.5

Plaintiffs in this action are Konica Minolta Business Solutions U.S.A., Inc. ("Konica") and its recently-acquired, wholly-owned subsidiary, Meridian Imaging Solutions, Inc. ("Meridian").

The six named defendants are:

The basis for subject matter jurisdiction is federal question and supplemental jurisdiction, pursuant to 28 U.S.C. §§ 1331 & 1367. Compl. ¶¶ 24-25. The Complaint alleges the following nine counts.

Distilled to its essence, the Complaint alleges that defendants stole plaintiffs' business information and customers. Specifically, the Complaint alleges, in pertinent part, the following.

Although the Complaint omits details regarding Brumlow's employment with Ricoh—and makes no mention of the arbitration clause in the Ricoh Agreement—there is no question that Meridian and Ricoh are currently (and properly) in arbitration regarding Meridian's claims that Ricoh breached the Ricoh Agreement through Brumlow's conduct. In addition, Brumlow has submitted competent evidence that may be considered on his motion to compel arbitration or stay proceedings pursuant to the FAA.9 Specifically, Brumlow's submitted evidence, which is unrefuted, demonstrates the following.

The Ricoh Agreement includes the following provisions regarding choice of law and forum selection:

Ricoh Agreement § 22 (emphases added). In other words, the Ricoh Agreement (1) designates New Jersey as the source of governing law, (2) requires a good faith effort to mediate any claim or controversy (with exceptions not relevant here), and (3) provides for binding arbitration if mediation fails.

On February 14, 2017—one day before filing this lawsuit against Brumlow—Meridian invoked § 22 of the Ricoh Agreement, demanding that Brumlow's employer, Ricoh, mediate claims Meridian may have "for breach of contract, breach of the implied covenant of good faith and fair dealing, unfair competition, and misappropriation of trade secrets and confidential information." See Loder Decl. Ex. B (Letter from Meridian to Ricoh dated February 14, 2017). Meridian and Ricoh are currently in arbitration, pursuant to the arbitration clause in the Ricoh Agreement. See Ricoh Agreement § 22(a)(iii).

Thereafter, Brumlow, pursuant to § 22 of the Ricoh Agreement, demanded that plaintiffs mediate their claims against him. See Loder Decl., Exhibit C. On March 8, 2017, Meridian rejected Brumlow's demand. See id. ¶ 6. Brumlow subsequently filed this motion to compel arbitration and stay proceedings pursuant to the FAA.

III.

Although Brumlow's Rule 12(b)(3) motion was dead on arrival, see Atl. Marine, 134 S.Ct. 568, his alternative motion to stay and compel arbitration pursuant to the FAA fares better.

To begin with, § 2 of FAA provides,

9 U.S.C. § 2.11 The FAA further requires a stay of proceedings if any issue here is subject to the parties' arbitration agreement:

Id. § 3 (emphasis added). Finally, if "the court [is] satisfied that the making of the agreement for arbitration or the failure to comply therewith is not in issue," then "the court shall make an order directing the parties to proceed to arbitration in accordance with the terms of the agreement." Id. § 4.12

To compel arbitration under the FAA, Brumlow must also satisfy the following four elements:

Adkins v. Labor Ready, Inc., 303 F.3d 496, 500-01 (4th Cir. 2002).13 In other words, once it is determined that the contract containing the arbitration agreement falls under the FAA, "arbitration may be judicially compelled [only] when the parties have agreed to it, and then only for those kinds of disputes that the parties have agreed to submit to arbitration Zandford v. Prudential-Bache Sec., Inc., 112 F.3d 723, 726 (4th Cir. 1997). Finally, the applicable legal standard is similar to that applied at summary judgment. Specifically, the pleadings and "all relevant, admissible evidence submitted by the parties" are considered and "all reasonable inferences" are drawn in favor of the non-moving party. Nicosia v. Amazon.com, Inc., 834 F.3d 220, 229 (2d Cir. 2016) (quotation marks omitted).

IV.

These principles, applied here, disclose that Meridian must be compelled to arbitrate its claims against Brumlow and that Konica's claims against Brumlow must be stayed pending that arbitration. See 9 U.S.C. § 3.

Here, three of the Adkins prongs are unquestionably satisfied. See 303 F.3d at 500-01. There is no question that a dispute exists between the parties and that there is an interstate nexus.14 Similarly, it is undisputed that plaintiffs have declined to mediate or arbitrate against Brumlow. And as for the arbitration clause's scope, it is clear that the clause is quite broad: it purports to cover "[a]ny claim or controversy between the parties, whether arising out of this ... Agreement or not[.]" Ricoh Agreement § 22(a)(i). Thus, it is apparent that the arbitration clause covers the claims raised in the Complaint.

The only remaining issue, then, is whether the arbitration agreement covers both Brumlow and Konica. More particularly, the questions presented are: (1) whether Brumlow, a nonsignatory to the arbitration clause, can compel Meridian, a signatory to that agreement, to arbitrate Meridian's claims against him; and (2) whether Brumlow, a nonsignatory to the arbitration clause, may compel arbitration against another nonsignatory, Konica.

A.

To determine whether Brumlow may avail himself of the Ricoh Agreement's arbitration clause, it is first necessary to identify the correct source of law governing the construction of the arbitration clause. The parties have offered New Jersey, Virginia, and federal common law as options. It appears that federal law is the correct source. As the Fourth Circuit has observed, "Federal law governs the construction of contract language concerning arbitrability." Smith Barney, Inc. v. Critical Health Sys. of N.C., Inc., 212 F.3d 858, 860 (4th Cir. 2000). According to the Fourth Circuit, this approach is sound because the Supreme Court has instructed lower courts to "`apply ordinary state law principles that govern the formation of contracts' ... and the `federal substantive law of arbitrability.'" Int'l Paper Co. v. Schwabedissen Maschinen & Anlagen GMBH, 206 F.3d 411, 417 n.4 (4th Cir. 2000) (quoting First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995); Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983)). In this regard, state law governs "questions concerning the validity, revocability, or enforceability of contracts generally," whereas the FAA "create[s] a body of federal substantive law of arbitrability, applicable to any arbitration agreement within the coverage of the Act." Id. (quotation marks and citations omitted). The Fourth Circuit has therefore concluded that "the determination of whether ... a nonsignatory, is bound by [an arbitration clause] presents no state law question of contract formation or validity"; instead, the "federal substantive law of arbitrability" must be used "to resolve this question." Id. This is so despite the Ricoh Agreement's choice-of-law provision designating New Jersey law. See Ricoh Agreement § 22(a)(1). As the Fourth Circuit noted in Smith Barney, although state "decisional law governs the substantive principles of any dispute, federal law still governs the interpretation of the arbitration agreement." 212 F.3d at 861 n.1.

Notwithstanding this analysis, it is important to note that the Supreme Court's decision in Arthur Andersen LLP v. Carlisle may cast some doubt on the Fourth Circuit's approach described here. See 556 U.S. 624, 129 S.Ct. 1896, 173 L.Ed.2d 832 (2009). To be sure, the Supreme Court in Carlisle reaffirmed that "`traditional principles' of state law allow a contract to be enforced by or against non-parties to the contract[.]" Id. at 631, 129 S.Ct. 1896. But the Carlisle majority went on to observe that appellate courts have jurisdiction to review an order denying a stay under the FAA "if the relevant state contract law allows [a litigant] to enforce the [arbitration] agreement." Id. at 632, 129 S.Ct. 1896 (emphasis added). Notably, this reference to "the relevant state contract law" could be read as requiring courts to consult a particular state's substantive law, not federal common law, to determine whether a nonsignatory may enforce an arbitration clause. See id.; see also Grand Wireless, Inc. v. Verizon Wireless, Inc., 748 F.3d 1, 12-13 & n.26 (1st Cir. 2014) (observing this same potential conflict but nevertheless "view[ing] Carlisle as simply following the general proposition that in deciding whether an agreement to arbitrate is to be enforced, [courts] normally apply ordinary state-law principles that govern the formation of contracts, including validity, revocability, and enforceability of contracts" (quotation marks omitted)). In any event, for purposes of resolving Brumlow's motion, this puzzle is strictly academic, because the relevant state law—New Jersey law—dictates the same result as that required by federal law in the Fourth Circuit.15

To begin with, there is no doubt that both New Jersey law and federal law in the Fourth Circuit emphatically favor arbitration. See Zandford, 112 F.3d at 726 ("[F]ederal policy strongly favor[s] arbitration[.]"); Jansen v. Salomon Smith Barney, Inc., 342 N.J.Super. 254,776 A.2d 816, 819 (N.J. Sup. Ct. App. Div. 2001) (noting New Jersey's "well settled public policy favoring arbitration"). Both New Jersey and federal law instruct courts to resolve doubts in favor of arbitrability.16

Given this, it is "well-established" in the Fourth Circuit that "in an appropriate case a nonsignatory can enforce, or be bound by, an arbitration provision within a contract executed by other parties." Int'l Paper, 206 F.3d at 416-17. In New Jersey, too, "non-signatories of a contract ... may ... be subject to arbitration if the nonparty is an agent of a party or a third party beneficiary to the contract." Jansen, 776 A.2d at 820 (quotation marks omitted); see also Mut. Benefit Life Ins. Co. v. Zimmerman, 783 F.Supp. 853 (D.N.J. 1992) (same), aff'd, 970 F.2d 899 (3d Cir. 1992). Brumlow may therefore enforce the arbitration clause in the Ricoh Agreement by invoking traditional principles of contract and agency law. See, e.g., Long v. Silver, 248 F.3d 309, 320 (4th Cir. 2001) ("A non-signatory may invoke an arbitration clause under ordinary state-law principles of agency or contract."); Jansen, 776 A.2d at 820 (noting with approval that "non-signatories have been bound by arbitration agreements through ordinary contract and agency principles"). Furthermore, it is blackletter law that "[b]ecause a principal is bound under the terms of a valid arbitration clause, its agents, employees, and representatives are also covered under the terms of such agreements." Pritzker v. Merrill Lynch, Pierce, Fenner & Smith, 7 F.3d 1110, 1121 (3d Cir. 1993); see also Alfano v. BDO Seidman, LLP, 393 N.J.Super. 560, 925 A.2d 22, 27 (N.J. Super. Ct. App. Div. 2007) (holding that a nonsignatory could compel arbitration against the plaintiff because holding otherwise would "permit[] [the plaintiff] to avoid the practical consequences of his agreement to arbitrate"). This sensible rule—that a corporation's agents or employees may in some instances invoke the company's arbitration clause—is widely recognized. See Grand Wireless, 748 F.3d at 11 ("[A] number of our sister circuits have addressed this issue, and all have held that an agent is entitled to the protection of her principal's arbitration clause when the claims against her are based on her conduct as an agent." (collecting cases)).17 Accordingly, the result reached here would be the same under either New Jersey or federal common law.

B.

These principles, applied here, point convincingly to the conclusion that Brumlow, as an employee of Ricoh, may enforce the arbitration clause against Meridian under either Fourth Circuit or New Jersey law. The uncontroverted record evidence discloses that Meridian's claims against Brumlow are based on his conduct as an agent of Ricoh.

Seeking to avoid this result, plaintiffs argue that Brumlow cannot show agency through his mere ipse dixit. But Brumlow has presented ample, undisputed evidence—including plaintiffs' counsel's emails—reflecting that plaintiffs are well-aware that Brumlow is not only a Ricoh employee, but that his relevant conduct in this case was on Ricoh's behalf. Here, the record clearly discloses that Meridian itself has recognized that Brumlow is a Ricoh employee. See Loder Supp. Decl. Ex. 1 (Letter from Counsel for Meridian to Ricoh) (representing Meridian's understanding that Brumlow was at relevant times a Major Accounts Sales Manager for Ricoh). Indeed, plaintiffs' claims against Ricoh—which claims are currently in arbitration—are predicated on the notion that Brumlow's actions are attributable to Ricoh. Moreover, plaintiffs' purported proof of Brumlow's (and Ricoh's) wrongdoing—three emails—demonstrate that Brumlow used a Ricoh-issued email address, Chris. Brumlow@ricoh-usa.com. See Compl. Exs. 11-13. Even Brumlow's email signature block reveals his employment at Ricoh, as it appears that Brumlow signed each message by noting his position, Major Accounts Sales Manager, as well as Ricoh's website and mailing address. Id. Thus, the unrefuted18 evidence, including plaintiffs' own exhibits, confirms that Brumlow may enforce the arbitration clause against plaintiff Meridian.

In opposition to this conclusion, plaintiffs rely on dicta from the Supreme Court's decision in American Express Co. v. Italian Colors Restaurant, ___ U.S. ___, 133 S.Ct. 2304, 186 L.Ed.2d 417 (2013). In American Express, the Supreme Court held that a valid contractual waiver of class arbitration is enforceable even if the plaintiff's individual cost of arbitration exceeds her potential recovery. See id. In enforcing the arbitration clause, the Supreme Court also noted that "arbitration is a matter of contract," and that "courts must `rigorously enforce' arbitration agreements according to their terms, including terms that `specify with whom the parties choose to arbitrate their disputes[.]'" Id. at 2309 (alterations and citations omitted). Plaintiffs, however, read the Supreme Court's language—that a court must rigorously enforce terms specifying "with whom the parties choose to arbitrate"—as operating to overrule the well-settled principles that a nonsignatory may enforce and be subject to an arbitration clause. Plaintiffs' position is unpersuasive.

To begin with, plaintiffs' argument amounts to an attempt to read the Supreme Court's dicta to undermine its holding, namely, that the parties were compelled to arbitrate. Moreover, plaintiffs' narrow focus on dicta ignores the Supreme Court's emphasis that "arbitration is a matter of contract"—and it is undisputed that traditional contract law permits nonsignatories to enforce or be bound by contract terms. See id.; Int'l Paper, 206 F.3d at 416-17; Jansen, 776 A.2d at 820. At bottom, plaintiffs' interpretation of American Express would lead to the anomalous result that the Supreme Court, in upholding an arbitration clause, simultaneously (1) overturned by negative implication longstanding federal and state precedents permitting nonsignatories to compel (or be subjected to) arbitration clauses, and (2) thereby paved a path for adroit plaintiffs to "avoid the practical consequences of an agreement to arbitrate by naming nonsignatory parties as [defendants] in [their] complaint[s]" and thus "nullif[y] ... the effect of the rule requiring arbitration[.]" Arnold, 920 F.2d at 1281. Had the Supreme Court, in enforcing an arbitration clause, actually intended to unravel decades-old and unanimous case law favoring the enforcement of arbitration clauses, it would not have done so sub rosa.

In sum, Brumlow, a nonsignatory to the arbitration agreement, may nevertheless compel arbitration against Meridian, a signatory, because Meridian's claims against him are based on his conduct as an agent of Ricoh, another signatory.

C.

Although it is clear that Brumlow may enforce the arbitration clause against Meridian, the question whether Brumlow, a nonsignatory, may bind Konica, another nonsignatory, requires wading through murkier waters. In this respect, the relationship between Konica and its subsidiary, Meridian, is less than pellucid.

To support his motion to compel arbitration against Konica, Brumlow argues that Konica is bound by the arbitration clause (1) because Konica is the whole owner of Meridian, a signatory to the arbitration clause, (2) because Konica's claims against Brumlow derive from Meridian's claims, and (3) because Brumlow is entitled to the same protection under the arbitration clause that his employer, Ricoh, enjoys. Importantly, however, none of these arguments focuses on the applicable legal principles. And those principles, applied here, point persuasively to the conclusion that Konica cannot be compelled to arbitrate its claims against Brumlow.

In addition to agency law, discussed supra Part IV.A-B, there are four other ways in which Konica could be bound to the arbitration clause, none of which applies here: (1) if Konica had entered a separate agreement with Ricoh incorporating by reference the existing arbitration clause; (2) if Konica had assumed the obligation to arbitrate; (3) if Meridian is simply an alter-ego of Konica; or (4) if Konica received a direct benefit from the Ricoh Agreement such that Konica is appropriately estopped from avoiding arbitration. See, e.g., Bel-Ray Co., Inc. v. Chemrite (Pty) Ltd., 181 F.3d 435, 446 (3d Cir. 1999) (listing these factors as grounds to bind a nonsignatory to an arbitration clause); Aggarao v. MOL Ship Mgmt. Co., 675 F.3d 355 (4th Cir. 2012) (similar).

Plaintiffs appear to rely solely on the concepts of agency and estoppel as grounds to compel Konica to arbitrate. But as to agency, there is no evidence in this record that Konica and Meridian—two separate corporate entities—have any sort of agency relationship besides the fact that Konica acquired Meridian well after Meridian entered the Ricoh Agreement. And, "[a]s a general matter, ... a corporate relationship alone is not sufficient to bind a nonsignatory to an arbitration agreement." Thomson-CSF, S.A. v. Am. Arbitration Ass'n, 64 F.3d 773, 778 (2d Cir. 1995), cited favorably in Bel-Ray, 181 F.3d 435. Nor does the record support a finding that estoppel applies because Konica cannot be estopped from evading the arbitration clause unless Konica derived some "benefit" from the Ricoh Agreement. See Thomson-CSF, 64 F.3d at 779.19 After all, as the Second Circuit held in Thomson-CSF, "a close relationship and intimate factual connection provide no independent basis to require a nonsignatory of an arbitration agreement to arbitrate with a signatory." 64 F.3d at 778-80 (emphasis added). Here, estoppel cannot apply, as Konica did not benefit from the Ricoh Agreement; rather, Ricoh terminated that contract almost immediately after Konica acquired Meridian, presumably to prevent Konica from benefiting from the agreement.

In short, neither agency nor estoppel principles support Brumlow's motion to compel arbitration against Konica. And because there appears to be no sound basis for compelling Konica to arbitrate its claims against Brumlow, the motion to compel Konica to participate in arbitration must be denied.

D.

Although Konica may not be compelled to arbitrate against Brumlow, it is nevertheless appropriate to stay the proceedings between Konica and Brumlow precisely because the issues involved in Konica's claims against Brumlow are so closely intertwined with Meridian's claims.

Importantly, a district court may, in its discretion, stay the litigation of non-arbitrable claims—like those brought by Konica against Brumlow—if it is deemed necessary or advisable. See Summer Rain v. Donning Co./Publishers, Inc., 964 F.2d 1455, 1461 (4th Cir. 1992) ("The decision whether to stay the litigation of the non-arbitrable issues is a matter largely within the district court's discretion to control its docket."). And where, as here, "arbitrable and non-arbitrable issues are so intertwined that the resolution of the former directly impacts the resolution of the latter, a stay of the non-arbitrable issues pending completion of arbitration may be appropriate." Singh v. Interactive Brokers LLC, 219 F.Supp.3d 549, 563, 2016 WL 7007791, at *9 (E.D. Va. 2016) (citing Summer Rain, 964 F.2d at 1461 (staying a non-arbitrable issue of what monies were owed because it required resolving an arbitrable issue of whether the defendants breached a contract)). Here, the issues that Meridian and Konica raised in the Complaint are closely related, and the binding arbitration may resolve some of the pending claims Konica has leveled against Brumlow. Moreover, collateral estoppel (issue preclusion) might apply. See, e.g., Little SixCorp. v. United Mine Workers of Am., Local Union No. 8332, 701 F.2d 26 (4th Cir. 1983) ("[N]umerous cases support the application of res judicata or collateral estoppel when the losing party in an arbitration proceeding seeks to reopen its case in federal court."). Thus, Konica's claims against Brumlow are appropriately stayed pending completion of the arbitration between Meridian and Brumlow.

V.

For the foregoing reasons. Brumlow's motion to dismiss pursuant to Rule 12(b)(3) must be denied, the motion to compel arbitration must be granted as against Meridian and denied as against Konica,20 and the motion to stay proceedings pending arbitration must be granted with respect to Konica.

An appropriate Order will issue.