Giovanni Lepore v. SelectQuote Insurance Services Inc

• Court: Court of Appeals for the Third Circuit
• Decided: December 7, 2023
• Docket: 22-3390
• Status: Unpublished

Opinion

NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT _____________

No. 22-3390 _____________

GIOVANNI LEPORE

v.

SELECTQUOTE INSURANCE SERVICES, INC.; SELECTQUOTE AUTO & HOME INSURANCE SERVICES, LLC; SELECTQUOTE, INC. Appellants ________________

On Appeal from the United States District Court for the District of New Jersey (D.C. Civil No. 2:22-cv-01753) District Judge: Honorable Claire C. Cecchi ______________

Submitted Under Third Circuit L.A.R. 34.1(a) November 14, 2023 ______________

Before: CHAGARES, Chief Judge, MATEY and FUENTES, Circuit Judges

(Opinion filed: December 7, 2023) ____________

OPINION * ____________

* This disposition is not an opinion of the full Court and, pursuant to I.O.P. 5.7, does not constitute binding precedent. CHAGARES, Chief Judge.

Plaintiff Giovanni Lepore alleges that defendants SelectQuote Insurance Services,

Inc., SelectQuote Auto & Home Insurance Services, LLC, and SelectQuote, Inc.

(collectively, “SelectQuote”) violated the New Jersey Law Against Discrimination by

terminating his employment after he underwent heart surgery. SelectQuote moved to

compel arbitration and to stay or dismiss the action based upon a document that was

neither explicitly mentioned in the Complaint nor attached to it as an exhibit. Relying

upon our decision in Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764 (3d

Cir. 2013), the District Court denied the motion and ordered the parties to conduct

discovery on the arbitrability of Lepore’s claims. SelectQuote appealed, arguing that the

District Court’s application of Guidotti was incorrect. We will affirm.

I.

We write solely for the parties and so recite only the facts necessary to our

disposition. 1 Lepore commenced his employment with SelectQuote on September 7,

2021. Shortly thereafter, on September 24, he began experiencing chest pains. He was

taken to the emergency room and admitted to the hospital. Doctors performed triple-

bypass surgery and replaced a valve in Lepore’s heart, then discharged him on October 3.

Lepore informed his supervisor that he was being admitted to the hospital when he

was admitted on September 24, and he was told by the supervisor to contact a different

individual affiliated with SelectQuote, who then failed to respond to Lepore’s inquiries.

1 We draw these facts, which the parties do not dispute, from the Complaint.

2 On September 30, Lepore once again e-mailed his supervisor to inquire about disability

accommodations. SelectQuote instead terminated his employment on that date. But it

did not inform him of his termination immediately. Rather, on October 10, SelectQuote

contacted him to ask that he return his equipment. Not until the next day, when he

inquired as to why SelectQuote wanted its equipment back, was he finally informed that

he had been terminated because his inconveniently scheduled heart surgery had brought

him out of compliance with SelectQuote’s attendance policy during training for new

employees.

On February 18, 2022, Lepore filed suit against SelectQuote in New Jersey state

court, asserting claims of discrimination, retaliation, and failure to accommodate, each in

violation of the New Jersey Law Against Discrimination, N.J. Stat. Ann. § 10:5-1 et seq.

While his Complaint did allege that his employment began on September 7, 2021, it did

not mention or refer to the legal basis of that employment relationship, nor was any legal

documentation memorializing or creating that relationship attached to the Complaint as

an exhibit. SelectQuote first removed the case to federal court, then moved to compel

arbitration of Lepore’s claims and stay or dismiss the suit. In support of its motion,

SelectQuote filed a copy of Lepore’s purported employment agreement (the

“Agreement”), which, it argues, contains a clause requiring the claims asserted in this suit

to be arbitrated. The District Court first considered whether to decide the motion in the

absence of discovery, using the standard of review applicable under Federal Rule of Civil

Procedure 12(b)(6), or after discovery, using the standard applicable under Rule 56.

Because the Agreement was neither referred to in the Complaint nor attached to the

3 Complaint as an exhibit, the District Court concluded that Guidotti required the

application of the Rule 56 standard. It therefore denied the motion without prejudice and

ordered the parties to conduct limited discovery on the arbitrability of Lepore’s claims.

SelectQuote timely appealed.

II. 2

In Guidotti, we explained the circumstances in which a district court must employ

either the Rule 12(b)(6) standard or the Rule 56 standard to decide a motion to compel

arbitration. “[W]hen it is apparent, based on the face of a complaint, and documents

relied upon in the complaint, that certain of a party’s claims are subject to an enforceable

arbitration clause, a motion to compel arbitration should be considered under a Rule

12(b)(6) standard without discovery’s delay.” Guidotti, 716 F.3d at 776 (quotation marks

omitted). But if, instead, “the complaint and its supporting documents are unclear

regarding the agreement to arbitrate . . . then the parties should be entitled to discovery on

the question of arbitrability before a court entertains further briefing on the question,”

after which “the court may entertain a renewed motion to compel arbitration, this time

judging the motion under a summary judgment standard.” Id. (quotation marks and

brackets omitted). The Complaint itself does not even mention the Agreement, much less

allege the existence, validity, or scope of the arbitration clause contained within the

2 The District Court had jurisdiction under 28 U.S.C. § 1332, and we have jurisdiction under 9 U.S.C. § 16(a)(1) over appeals from a district court order denying a motion to compel arbitration, whether with or without prejudice. See Quilloin v. Tenet HealthSystem Phila., Inc., 673 F.3d 221, 227 (3d Cir. 2012). We exercise plenary review in such appeals, including as to the question of what standard the district court should have employed in deciding the motion. Guidotti, 716 F.3d at 772.

4 Agreement. It is thus plainly not “apparent, based on the face of [the] complaint, . . . that

certain of [Lepore]’s claims are subject to an enforceable arbitration clause.” Id.

(quotation marks omitted).

SelectQuote, however, argues that the arbitrability of Lepore’s claims is facially

apparent from the Agreement. Assuming, arguendo, that SelectQuote is correct, the

appropriate standard for the District Court to have employed would turn on whether the

Agreement is a “document[] relied upon in the complaint,” id., such that it might be

considered along with the Complaint, or whether instead the Agreement is not relied

upon in the Complaint, such that the District Court could not consider it to decide the

motion without first ordering limited discovery on arbitrability.

The District Court was correct to limit its review to the Complaint alone. We

therefore conclude that it correctly declined to decide the motion under the Rule 12(b)(6)

standard. While “[a]s a general matter, a district court ruling on a motion to dismiss may

not consider matters extraneous to the pleadings,” In re Burlington Coat Factory Sec.

Litig., 114 F.3d 1410, 1426 (3d Cir. 1997), “a court may consider an undisputedly

authentic document that a defendant attaches as an exhibit to a motion to dismiss if the

plaintiff’s claims are based on the document,” Pension Benefit Guar. Corp. v. White

Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993). Thus, the District Court could

have considered the Agreement under the Rule 12(b)(6) standard only if Lepore’s claims

were “based on” the Agreement. A claim is “based on” a document, in turn, when it is

“integral to or explicitly relied upon in the complaint.” In re Burlington, 114 F.3d at

5 1426 (quoting Shaw v. Digital Equip. Corp., 82 F.3d 1194, 1120 (1st Cir. 1996)).

SelectQuote has not shown that the Agreement meets either prong of this test. The

Complaint does not explicitly mention or cite the Agreement, which therefore is not

“explicitly relied upon” in the Complaint. Nor is it “integral to” the Complaint or to the

claims asserted therein. Our caselaw has not articulated an explicit test to govern when a

document is integral to a complaint despite being first entered onto the record in response

to the complaint. But we have permitted courts to consider such a document if the claims

asserted in the complaint depend on its contents, such as when those contents establish

the right that the plaintiff claims was infringed or when they constitute the unlawful

conduct for which the plaintiff seeks to recover. 3 Although in general allowing a court to

review documents extraneous to the complaint might unfairly blindside a plaintiff, such

risks are ameliorated when a document is necessary to articulate the claims asserted in the

complaint, because a plaintiff must have reviewed such documents in drafting the

3 Examples include Tanksley v. Daniels, 902 F.3d 165, 172 (3d Cir. 2018) (permitting consideration of copyrighted work and allegedly infringing work in copyright infringement action); Oliver v. Roquet, 858 F.3d 180, 190 & n.7 (3d Cir. 2017) (permitting consideration of report that allegedly contained unlawful recommendation); Freeman v. Redstone, 753 F.3d 416, 423 (3d Cir. 2014) (permitting consideration of corporation’s compensation plan and shareholder voting rules where complaint alleged (1) that the corporation had violated the compensation plan and (2) that those voting rules were unlawful); Rossman v. Fleet Bank (R.I.) National Association, 280 F.3d 384, 388 n.4 (3d Cir. 2002) (permitting consideration of allegedly unlawful credit card solicitations and agreements); and In re Donald J. Trump Casino Securities Litigation-Taj Mahal Litigation, 7 F.3d 357, 368 n.9 (3d Cir. 1993) (“Because the complaint directly challenged the prospectus, the district court properly considered the prospectus in deciding whether to grant the Rule 12(b)(6) motion.”).

6 complaint. See In re Burlington, 114 F.3d at 1426.

An employment agreement could be integral in this way to claims for

discrimination, retaliation, or failure to accommodate in certain circumstances — for

example, if the plaintiff alleged that the terms or conditions of his or her employment

themselves, as set forth in the agreement, were discriminatory, retaliatory, or

insufficiently accommodating. But the gravamen of Lepore’s claims is that SelectQuote

terminated his employment in violation of New Jersey disability law. Consulting the

terms of the Agreement would not be necessary for Lepore to articulate such claims in

the Complaint. And because the contents of the Agreement are inessential to the

articulation of Lepore’s claims, the Agreement is not “integral to” the Complaint. The

District Court correctly excluded the Agreement from the scope of its review in deciding

which standard to employ in deciding SelectQuote’s motion.

SelectQuote does not rebut this argument by attempting to show how our

governing precedents require the Agreement to be considered under the Rule 12(b)(6)

standard. Rather, it argues chiefly that as a matter of policy there is little to be gained by

requiring discovery unless the plaintiff opposes the motion to compel arbitration by

placing the authenticity or validity of the arbitration agreement in dispute. While such

arguments might be convincing had the parties’ disagreement reached us as a question of

first impression, it did not. We are bound by Guidotti no less than the District Court was,

and by its plain terms Guidotti requires discovery unless the arbitrability of the claims

under suit is apparent from “the complaint and its supporting documents,” regardless of

whether the plaintiff has additionally placed the agreement to arbitrate in issue. 716 F.3d

7 at 776. SelectQuote has not convinced us that the Agreement is among the “supporting

documents” that the District Court could consider prior to ordering discovery as to

arbitrability, and our conclusion is not disturbed by the possible policy advantages that

might be secured by requiring the District Court to consider the Agreement prior to

ordering limited discovery into arbitrability.

III.

For the foregoing reasons, we will affirm the Order of the District Court.4

4 Judge Matey would remand for the District Court to decide in the first instance whether the Agreement is integral to the claims raised in the Complaint.