George Schuller v. Compass Minerals International, Inc. and The Compensation Committee of The Board of Directors as Administrator of The Plan

CourtDistrict Court, D. Kansas
DecidedDecember 16, 2025
Docket2:25-cv-02373
StatusUnknown

This text of George Schuller v. Compass Minerals International, Inc. and The Compensation Committee of The Board of Directors as Administrator of The Plan (George Schuller v. Compass Minerals International, Inc. and The Compensation Committee of The Board of Directors as Administrator of The Plan) is published on Counsel Stack Legal Research, covering District Court, D. Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
George Schuller v. Compass Minerals International, Inc. and The Compensation Committee of The Board of Directors as Administrator of The Plan, (D. Kan. 2025).

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS

GEORGE SCHULLER, ) ) Plaintiff, ) ) v. ) Case No. 25-2373-JWL ) COMPASS MINERALS ) INTERNATIONAL, INC. and ) THE COMPENSATION COMMITTEE OF ) THE BOARD OF DIRECTORS AS ) ADMINISTRATOR OF THE PLAN, ) ) Defendants. ) ) _______________________________________)

MEMORANDUM AND ORDER

This matter comes before the Court on defendants’ motion to compel arbitration (Doc. # 11). For the reasons set forth below, the motion is hereby granted in part and denied in part. Specifically, the Court grants the motion with respect to Count I of the amended complaint, and litigation of that claim is hereby stayed pending arbitration; but the Court denies the motion with respect to Counts II and III. As directed below, the parties shall submit supplemental briefs regarding defendants’ request for a stay of proceedings on Counts II and III. I. Background According to the allegations of the first amended complaint, plaintiff began his employment with defendant Compass Minerals International, Inc. (“Compass”) in

September 2019 as Senior Vice President and Chief Operating Officer. In 2020, Compass approved an Amended and Restated Executive Severance Plan (“the Plan” or “the Amended Plan”), which was then administered by defendant Compensation Committee of the Board of Directors of Compass (“the Plan Administrator”). The Plan was an employee welfare benefit plan for purposes of the Employment Retirement Income Security Act

(ERISA), 29 U.S.C. § 1001, et seq. Compass terminated plaintiff’s employment on February 21, 2024, purportedly for cause. The Plan Administrator subsequently denied plaintiff’s claim for benefits under the Plan. Plaintiff exhausted his administrative remedies by appealing the denial through the claims procedures adopted in the Plan, but the Plan Administrator denied the appeal. Plaintiff also filed a claim of age discrimination

with the Kansas Commission on Human Rights and the Equal Employment Opportunities Commission and received a notice of his right to sue on that claim. Plaintiff initiated the present action in July 2025. By his amended complaint, plaintiff asserts three claims. In Count I, plaintiff asserts a claim under ERISA, 29 U.S.C. § 1132(a)(1)(B), for benefits under the Plan. In Count II, plaintiff asserts a claim under

ERISA, 29 U.S.C. § 1140, based on his allegation that Compass terminated him unlawfully to interfere with his rights under the Plan.1 In Count III, plaintiff asserts a claim against Compass under the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq. Defendants have filed a motion to compel arbitration of all three claims, and that

motion is ripe for ruling.

II. Agreement to Arbitrate A. Governing Standards The Federal Arbitration Act (FAA) provides that an arbitration provision in a

written commercial contract “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” See 9 U.S.C. § 2. Courts apply state-law principles concerning the validity, revocability, and enforceability of contracts, as long as those state-law principles are generally applicable to all contracts and not only to arbitration agreements. See Perry v. Thomas, 482 U.S. 483, 492 n.9 (1987).

The parties agree that Kansas law supplies the applicable state-law principles in this case by virtue of the Plan’s choice-of-law provision. If a party disputes the existence of an agreement to arbitrate, a court may grant a motion to compel arbitration if there is no genuine issue of material fact regarding the parties’ agreement. See Hancock v. American Tel. & Tel. Co., 701 F.3d 1248, 1261 (10th Cir. 2012).

1 In his response to the present motion, plaintiff states that this claim was mistakenly asserted against both defendants, and that he intends to assert the claim only against defendant Compass. Accordingly, the Court deems Count II as asserted against the Plan Administrator to be abandoned. B. Hearsay Objection As a threshold matter, plaintiff argues that defendants’ motion should be denied because it is not entirely supported with admissible evidence. Plaintiff specifically

challenges three exhibits attached to the motion: Exhibit B, plaintiff’s signed consent to the Amended Plan; Exhibit D, the Claims Procedures adopted in the Amended Plan; and Exhibit E, a 2019 offer letter signed by plaintiff. Although plaintiff states that he is challenging the exhibits as inadmissible hearsay, he appears to be concerned with the lack of foundation and authentication, as the caselaw cited by him involves those requirements

and the issue of whether proffered documents are what they are purported to be. The Court rejects this argument for denial of the motion. Plaintiff does not actually dispute that the documents, including his signed consent form, are what they are purported to be. Moreover, defendants have now submitted an affidavit authenticating the documents. Finally, plaintiff has not explained how the documents are offered for the truth

of the statements therein and thus constitute hearsay. See Echo Acceptance Corp. v. Household Retail Servs., Inc., 267 F.3d 1068, 1087-88 (10th Cir. 2001) (if the significance of the statement lies in the fact that it was made, then there is no issue concerning the truth of the matter asserted, and the statement is not hearsay; thus, a statement constituting an offer or acceptance that led to a contract is not hearsay) (citing Fed. R. Evid. 801 adv.

cmtee. note 1).2

2 Nor has plaintiff explained why the documents would not be admissible under the business records exception to the hearsay rule. See Fed. R. Evid. 803(6). C. Evidence of Assent to the Claims Procedures Plaintiff argues that defendants have failed to submit evidence of his assent to the original severance plan. The original plan does not appear to be relevant to plaintiff’s claim

under the Amended Plan or to defendants’ argument for arbitration under the terms of the Amended Plan, however. Plaintiff has not explained why such evidence is required for defendants to prevail on the present motion, and the Court therefore rejects this argument. Plaintiff also argues that defendants have not shown that he consented to the Claims Procedures that contain the arbitration clause on which defendants rely because his consent

form, by which he consented to the Amended Plan, does not itself reference the Claims Procedures. The Court rejects this argument as well, as plaintiff has not explained why he could not have consented to procedures that are incorporated by reference into the Amended Plan. See Holmes v. Colorado Coalition for the Homeless Long Term Disability Plan, 762 F.3d 1195, 1200-01 (10th Cir.

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