Sloan v. Verily Life Sciences LLC

Summary

The Northern District of California denied Verily Life Sciences LLC’s motion to dismiss or compel arbitration in Ryan Sloan’s action alleging retaliation in breach of an employment contract. The court held that the arbitration agreement did not clearly and unmistakably delegate to the arbitrator whether the claim fell within the agreement’s exclusion for retaliation claims, and further held that the claim was excluded from arbitration. The court also concluded that Sloan plausibly alleged an express or implied contractual term prohibiting retaliation through Verily’s Code of Conduct.

Holdings

1. The arbitration agreement did not clearly and unmistakably delegate to the arbitrator the gateway question whether a retaliation claim fell within the agreement's exclusion for retaliation claims.
2. Plaintiff's retaliation-in-breach-of-contract claim fell within the arbitration agreement's exclusion for claims for retaliation and therefore was not subject to arbitration.
3. The employment agreement plausibly incorporated Verily's Code of Conduct, making its prohibition against retaliation an express contractual term.
4. Even if the Code of Conduct was not expressly incorporated, the allegations plausibly supported an implied contractual term prohibiting retaliation.
5. Plaintiff stated a plausible claim for retaliation in breach of contract, so dismissal under Rule 12(b)(6) was unwarranted.

Questions Presented

1. Whether the arbitration agreement clearly and unmistakably delegated to the arbitrator the question whether Plaintiff's contract-retaliation claim fell within the agreement's exclusion for retaliation claims.
2. Whether Plaintiff's retaliation-in-breach-of-contract claim was excluded from arbitration under the arbitration agreement.
3. Whether the employment agreement expressly incorporated Verily's Code of Conduct or alternatively supported an implied contractual term prohibiting retaliation.
4. Whether the Second Amended Complaint stated a plausible claim for retaliation in breach of contract under Rule 12(b)(6).

Disposition

other