Gilbert v. Dell Technologies, Inc.

Background

Cicilia Gilbert sued Dell Technologies, Inc., alleging retaliation, wrongful termination, and a hostile work environment under Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, and the New York City Human Rights Law. She alleged that the conduct involved her sex, gender identity, gender expression, and gender transition, and that she was terminated in September 2018. She sought damages, reinstatement, a declaration that Dell violated the law, injunctions against discrimination, and an order requiring equal-employment training.

Dell moved to compel arbitration and to dismiss or stay the case. Gilbert had signed a Key Employment Agreement when she was promoted to Director, Systems Engineer, and that agreement incorporated the EMC Arbitration Policy. The policy covered employment-related claims, including discrimination, harassment, retaliation, and termination claims. It also excluded claims seeking temporary, preliminary, or permanent injunctive relief and declaratory relief from arbitration.

Whether an Arbitration Agreement Was Formed and Could Be Enforced

The court applied Massachusetts law because the Key Employment Agreement selected Massachusetts law. It held that Gilbert accepted the agreement by signing it, and that her continued employment provided consideration—something exchanged to make a contract enforceable. The court also found that Gilbert had adequate notice because the arbitration policy was one of only three documents in the electronic-signature package, the Key Employment Agreement prominently referred to it above the signature line, and the policy expressly mentioned discrimination claims under federal, state, and local laws.

The court rejected Gilbert’s argument that Dell could not enforce the agreement because Dell was not a signatory. It held that Gilbert’s claims were closely connected to the employment relationship governed by the agreement and that she could not avoid arbitration by suing Dell, an affiliated company, rather than EMC. The court also relied on the agreement’s provision stating that it continued to apply if the employee worked for an affiliate, subsidiary, or other company division.

The court rejected Gilbert’s argument that the arbitration agreement was illusory because the company could amend its policies. Although the agreement contained provisions that appeared to conflict about amendment, Dell sought to enforce the policy as it existed when Gilbert agreed to it and waived any right to amend her agreement. The court also rejected Gilbert’s unconscionability argument and stated that any invalid provision allowing unilateral changes could be separated from the remainder of the agreement.

Claims Covered by Arbitration

The court found that the policy clearly delegated jurisdictional and arbitrability disputes—questions about whether a dispute must be arbitrated—to the arbitrator. In addition, the court held that Gilbert’s claims for damages fell within the policy’s definition of employment-related legal disputes. Those claims included damages for alleged unlawful employment practices, non-pecuniary losses, punitive damages, and special damages.

The court held that Gilbert’s claims for reinstatement and other declaratory or injunctive relief were excluded from arbitration. Reinstatement was treated as prospective injunctive relief. The other excluded claims sought a declaration that Dell acted unlawfully, an injunction against discrimination, and an order requiring Dell to adopt policies and training concerning equal employment opportunities.

The court also concluded that Congress did not intend Title VII claims to be exempt from arbitration.

Stay of the Court Case and Disposition

Because the damages claims were subject to arbitration, the court directed the parties to arbitrate liability and damages under the EMC Arbitration Policy. The court stayed the nonarbitrable claims for reinstatement and other declaratory or injunctive relief because they overlapped with the claims being sent to arbitration and depended on determining Dell’s liability.

Judge Koeltl granted Dell’s motion to compel arbitration. The court stayed the nonarbitrable claims pending completion of the arbitration and directed the Clerk to close Docket No. 13.