Sanchez v. S&P Global, Inc.

Background

Natalie Sanchez sued her former employer, S&P Global, Inc., alleging discrimination and retaliation under Title VII, the New York State Human Rights Law, and the New York City Human Rights Law. S&P moved for summary judgment, which is a request to resolve claims without a trial when the evidence shows there is no genuine dispute about a fact that matters to the outcome.

S&P relied on a 2020 separation agreement that purported to release Sanchez’s claims. S&P said Sanchez signed and returned the agreement but could not locate the executed copy. Sanchez said she never signed it. The agreement stated that it would automatically be null and void if it was not signed. Despite disputing that she signed the agreement, Sanchez accepted more than $123,000 in payments made over a year and received outplacement services under its terms.

The Court’s Analysis

S&P argued that Sanchez’s acceptance of the money and services showed that the parties intended to be bound even without a signed agreement. It also argued that Sanchez’s conduct ratified the agreement or made it unfair for her to deny the agreement under equitable estoppel. Ratification is the later confirmation of an agreement; equitable estoppel can prevent a party from taking a position inconsistent with a representation on which another party reasonably relied and was injured.

The court rejected the argument based on the factors used to determine whether parties intended to be bound by an unsigned settlement agreement. Because the separation agreement itself stated that it was automatically void unless signed, the court concluded that the agreement showed the parties did not intend to be bound without a fully executed document.

The court also rejected ratification. It explained that ratification applies to agreements that are voidable, such as an agreement allegedly obtained through improper pressure, but not to an agreement that was void because no agreement was formed in the first place. Viewing the evidence in Sanchez’s favor, as required at the summary-judgment stage, the court found there was no agreement to ratify.

The court separately considered equitable estoppel. It noted uncertainty about whether ordinary estoppel principles apply to a release of federal discrimination claims, because determining whether such a release was knowing and voluntary requires a more demanding inquiry than ordinary contract principles. The court did not resolve that broader legal question because, even assuming ordinary estoppel applied, the evidence did not clearly favor S&P.

S&P argued that Sanchez represented through her conduct that she accepted the agreement, and that S&P reasonably relied on that conduct by paying her. But S&P had destroyed the original separation agreements after scanning and uploading them, could not find Sanchez’s agreement, and apparently knew within a few months that it could not locate it. The record did not show that S&P asked Sanchez whether she had signed the agreement, requested a copy, or stopped payments. After Sanchez’s lawyer later told S&P that the release was void under New York law, S&P still continued paying Sanchez, including more than $50,000 afterward. The court held that this record did not support summary judgment for S&P on estoppel grounds.

Ruling and Effect

The court denied S&P’s motion for summary judgment without prejudice. The denial did not decide whether Sanchez signed the agreement or whether the release ultimately bars her claims. Because discovery had not been completed, S&P could raise the issues again in a later summary-judgment motion or at trial if additional facts supported doing so.

The court also stated that S&P might still recover the money it paid under the agreement. Sanchez’s lawyer agreed that the payments for the release could be offset against any recovery Sanchez might obtain, and S&P indicated that it might bring a counterclaim seeking return of the contract proceeds. The Clerk of Court was directed to terminate the motion at docket entry 30.