Solis v. Guard Management Service Corporation

Background

Anthony Solis alleged that he worked as a security guard for 666 Fifth Associates LLC and Guard Management Services Corporation from approximately 2012 through March 2020. He alleged that the two companies operated as his single or joint employer. Solis further alleged that, after he was diagnosed with Type I diabetes, 666 Fifth did not tell him about protected leave and did not provide requested workplace accommodations. He also alleged that he was terminated after taking leave and later was not reinstated.

Solis initially sued 666 Fifth, Guard Management Services Corporation, Local 32BJ of the Service Employees International Union, and his former supervisor Patrick Busgitch. He asserted claims under the Family and Medical Leave Act, the Americans with Disabilities Act, the New York State Human Rights Law, the New York City Human Rights Law, the Families First Coronavirus Response Act, and the Labor Management Relations Act.

In October 2020, Solis settled with the defendants other than 666 Fifth. The settlement agreement released Guard Management Services Corporation, Local 32BJ, Patrick Busgitch, and defined released parties—including any co-employers or joint employers—from all claims related to Solis’s employment and separation. The agreement also stated that it could be used as a complete bar to related lawsuits.

Motion and Arguments

666 Fifth moved to dismiss. Its main argument was that the settlement released Solis’s claims against 666 Fifth, making the case moot. In this context, moot means that no live dispute remained for the court to resolve. 666 Fifth also argued that Solis had not properly served it and that his agency letter allowing him to bring suit was inadequate.

Solis argued that 666 Fifth was not a released party because an earlier draft had deleted an express reference to 666 Fifth. He also argued that the settlement should not bind him because of mutual mistake or because he had been induced by fraud.

Court’s Analysis

The court held that the settlement’s language was clear and unambiguous. Because Solis described Guard Management Services Corporation and 666 Fifth as joint employers, the court concluded that 666 Fifth fell within the agreement’s reference to “co-employers or joint employers.” The court therefore held that 666 Fifth was a third-party beneficiary of the settlement and could enforce its terms.

The court rejected Solis’s reliance on the redlined draft. It held that deleting an express reference to 666 Fifth did not show that the parties intended to exclude 666 Fifth, because the final agreement separately covered joint employers. The court also rejected Solis’s mistake and fraud arguments. It found that the redlined draft was insufficient to establish a contractual mistake and that Solis had not shown the required elements of fraud, including a material misrepresentation, intent to deceive, reasonable reliance, and resulting damages.

Disposition

Judge Alvin K. Hellerstein concluded that the settlement agreement covered Solis’s claims against 666 Fifth. He held that all of Solis’s claims were barred by the agreement and dismissed the case as moot. The court entered judgment for 666 Fifth and did not address the arguments about service or the adequacy of Solis’s agency letter. The court also canceled the scheduled oral argument and directed the clerk to terminate the motion.