Lewis v. ANSYS, Inc.

Background

Lewis brought claims against his former employer, ANSYS, Inc., for gender discrimination and retaliation under Title VII of the Civil Rights Act, New York Executive Law § 296, and the New York City Administrative Code. He also asserted a defamation claim based on alleged statements to third parties that his employment ended because of poor performance. Lewis alleged that ANSYS terminated him and withdrew a severance package because of discriminatory or retaliatory motives.

ANSYS moved to compel arbitration based on arbitration provisions in two restricted stock-unit award agreements. It also alternatively sought dismissal or transfer based on forum non conveniens, improper venue, or lack of personal jurisdiction.

Agreement to Arbitrate

The arbitration provisions stated that disputes or claims arising out of or related to Lewis’s employment, the stock-award agreements, the awards, the incentive plan, or actions taken under the plan would be resolved through confidential, binding arbitration.

Applying New York contract law, the court found no genuine dispute that Lewis received and accepted the agreements electronically through his E*TRADE account. The court relied on ANSYS’s exhibits and sworn affidavits, including evidence that Lewis had to open the grant documents and click “Accept” after being told that doing so meant agreeing to their terms. The court concluded that Lewis had actual or constructive knowledge of the terms and assented to them, even if he did not read them.

The court rejected Lewis’s argument that the arbitration provisions were unconscionable. It found no deceptive or high-pressure acceptance process and concluded that the provisions were clearly identified in the agreements. The court also found that requiring arbitration in Pennsylvania and allowing ANSYS to seek limited court relief to enforce restrictive covenants did not make the provisions unreasonably favorable to ANSYS. The agreements stated that ANSYS would pay the administrative, filing, and forum costs of arbitration.

Federal Arbitration Act and Scope

The court held that the agreements were subject to the Federal Arbitration Act, which generally requires enforcement of qualifying arbitration agreements. The court rejected Lewis’s argument that the Act did not apply because the arbitration provisions appeared in stock-award agreements rather than in an employment contract.

The court further held that the broad arbitration language covered all of Lewis’s claims. His discrimination and retaliation claims arose from his termination and employment relationship, while his defamation claim concerned statements about the reasons for his termination. The court explained that statutory employment claims can be arbitrated even when an agreement does not specifically list the statutes involved.

Disposition

The court granted ANSYS’s motion to compel arbitration. Because all claims were being referred to arbitration, the court stayed the case rather than dismissing it. ANSYS’s alternative requests to dismiss or transfer the case were denied as moot. The opinion did not decide whether Lewis’s discrimination, retaliation, or defamation claims were substantively valid; it decided that they must be arbitrated.