1 2 3 7 8 ERIC OLSON, Case No. 24-cv-00481-EJD
9 Plaintiff, ORDER GRANTING DEFENDANT ROBBIE DAY’S JOINDER IN WFG’S 10 v. MOTION TO COMPEL ARBITRATION INSURANCE AGENCY, LLC, et al., 12 Re: ECF No. 33 Defendants.
13 14 Before the Court is Defendant Robbie Day’s Joinder in World Financial Group Insurance 15 Agency, LLC’s (“WFG” or “WFGIA”) Motion to Compel Arbitration. ECF No. 33 (“Joinder”). 16 Defendant Day seeks an order compelling Plaintiff Eric Olson to arbitrate all claims against 17 Defendant Day in the First Amended Complaint (“FAC”), ECF No. 27-1, and for dismissal or stay 18 of the FAC in its entirety. 19 For the reasons stated below, the Court GRANTS Defendant Day’s Joinder. 21 The Court provided a more detailed summary of the background of this matter in its Order 22 Granting WFG’s Motion to Compel Arbitration. At a high-level, and relevant to the Joinder, 23 Mr. Olson brings this case against his former employer, WFG, alleging that WFG illegally tried to 24 restrain Mr. Olson from leaving the company. FAC ¶ 2. Defendant Day was a more senior 25 insurance agent in Mr. Olson’s hierarchy. Id. ¶ 5. Mr. Olson alleges that Defendant Day had sold 26 Mr. Olson part of his “book” of business for $5 million. Id. 27 When Mr. Olson attempted to sell his business, Mr. Olson alleges that WFG prohibited 1 him from doing so. Id. When Mr. Olson rejected WFG’s offer to remain working at the company, 2 WFG fired Mr. Olson and “divested” him of his commission stream (including the stream that he 3 had purchased from Defendant Day for $5 million). Id. ¶ 6. Mr. Olson alleges that Defendants 4 began threating him with “the illegal restrictive covenants in their contracts with WFG.” Id. 5 Mr. Olson further alleges that Defendants have wrongfully terminated his contract, tortiously 6 interfered with Mr. Olson’s legitimate business interests, are unfairly competing against him, have 7 converted his assets, and have violated the covenant of good faith and fair dealing. Id. ¶ 7. 8 Mr. Olson brings claims against WFG and Mr. Day for unfair competition, restraint on 9 trade, civil conspiracy, tortious interference, conversion, breach of contract/covenant of good faith 10 and fair dealing, and declaratory relief. 11 On March 22, 2024, WFG filed a motion to compel arbitration. ECF No. 31. On March 12 28, 2024, Defendant Day filed the present motion for joinder in WFG’s motion. ECF No. 33. The 13 motion for joinder is fully briefed. Opposition to Day’s Motion for Joinder (“Opp.”), ECF No. 42; 14 Reply in Support of Motion for Joinder (“Reply”), ECF No. 45. The Court heard oral argument 15 on the motion to compel arbitration and the motion for joinder on May 2, 2024. 17 Defendant Day argues that Mr. Olson’s claims are subject to arbitration based “on the 18 same grounds set forth in” WFG’s motion to compel arbitration (ECF No. 31). Joinder 2. 19 Mr. Olson responds that the joinder fails because Defendant Day has not pointed to any purported 20 agreement to arbitrate between Mr. Olson and Defendant Day. Opp. 1. 21 Turning to the Arbitration Agreement, the agreement states that it is “between World 22 Financial Group Insurance Agency, LLC” and “me”––here, Mr. Olson. ECF No. 31-1, Ex. A (the 23 “Arbitration Agreement”) at 1. The Arbitration Agreement provides: 24 WFG and [Olson] agree to use binding arbitration as the means to resolve all disputes that may arise out of or relate to [Olson’s] 25 relationship with WFG . . . . This includes any such claims 26 against WFG’s brands, concepts, affiliates, subsidiaries, parents, related entities, owners, directors, officers, managers employees or 27 agents. . . . WFG and [Olson] agree to give up [their] respective rights to 1 trial by jury of any claim [they] may have against the other that 2 may arise out of or relate to [Olson’s] relationship with WFG, contractual or otherwise. This includes any such claims against 3 WFG’s . . . agents. 4 Id. at 3. 5 Defendant Day argues that the Arbitration Agreement covers the claims against him 6 because it requires Mr. Olson to arbitrate “all disputes that may arise out of or relate to [Mr. 7 Olson’s] relationship with WFG” including any claims “against WFG’s … agents.” As an 8 “agent” of WFG, Defendant Day contends Mr. Olson is required to arbitrate his claims against 9 Defendant Day. Reply 2; see FAC ¶ 10 (“Robbie Day is an agent of WFG who upon information 10 and belief resides in Brentwood, Tennessee.”). 11 Mr. Olson responds that Defendant Day is not an “agency” or “entity” identified by WFG 12 in the Arbitration Agreement and thus, Mr. Olson has not agreed to arbitrate his claims against 13 Defendant Day. Opp. 1. The reference to Defendant Day as an “agent” in the FAC, Mr. Olson 14 argues, does not establish an agency relationship such that it would bind Mr. Olson to arbitrate 15 with Defendant Day because “WFG refers to all its salespeople as ‘independent contractor 16 agents.’” Id. 17 A. Whether Defendant Day Was An Agent for or Beneficiary of the Arbitration Agreement 18 The contractual right to compel arbitration “may not be invoked by one who is not a party 19 to the agreement and does not otherwise possess the right to compel arbitration.” Britton v. Co-op 20 Banking Grp., 4 F.3d 742, 744 (9th Cir. 1993) (citation omitted). “An entity that is neither a party 21 to nor agent for nor beneficiary of the contract lacks standing to compel arbitration.” Id. Because 22 Defendant Day was not a party to the agreement, he must fit into one of the categories above 23 (agent or beneficiary of the Arbitration Agreement) in order to invoke the right to arbitrate. 24 Here, the Arbitration Agreement covers claims against WFG’s “agents.” Defendant Day 25 claims that he was an “agent” for WFG as confirmed by (1) the plain language of the Arbitration 26 Agreement, and (2) the FAC and other filings, which show that both Mr. Olson and Defendant 27 1 Day were “agents” within the meaning of the Arbitration Agreement, regardless of their technical 2 legal relationship with the company. The Court agrees. While acknowledging that the term 3 “agent” can mean either an “insurance agent” as WFG uses the term, or agent as used in the legal 4 sense when an “agency relationship” is formed, the Court finds that the Arbitration Agreement 5 plainly covers “any claims” against “WFG’s … agents.” Arbitration Agreement § 1. Defendant 6 Day is an insurance “agent” of WFG. See FAC ¶ 10. WFG refers to its insurance agents as 7 “agents.” See generally Agent Agreement, ECF No. 39-4; see also FAC ¶¶ 2 (referring to “the 8 other agents at WFG”), 3 (“WFG incentivizes its agents to recommend products”), 4 (“WFG 9 permitted agents at Mr. Olson's level to transfer their commission stream”). 10 As WFG’s “agent,” Defendant Day is within a class of persons the Arbitration Agreement 11 intended to benefit. 12 B. Whether a Valid Agreement to Arbitrate Exists 13 For the reasons stated in the Court’s order granting WFG’s motion to compel arbitration, 14 the Court finds that the Arbitration Agreement is valid. See Order Granting in Part Motion to 15 Compel Arbitration at 8–13. 16 C. Whether the Claims Against Defendant Day Are Within the Scope of the Arbitration Agreement 17 Mr. Olson brings all of his claims against both WFG and Mr. Day. See FAC 14–19. The 18 Arbitration Agreement provides that “any” claims against WFG’s “agents” “aris[ing] out of or 19 relat[ing] to [Eric Olson’s] relationship with WFG” are subject to arbitration. Arbitration 20 Agreement § 1. Mr. Olson’s claims against both WFG and Mr. Day all arise out of or relate to 21 Mr. Olson’s relationship and former employment with WFG. Accordingly, the Arbitration 22 Agreement covers Mr. Olson’s claims against Defendant Day. 23 III. CONCLUSION 24 Defendant Day’s Joinder is GRANTED. In light of Mr.
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1 2 3 7 8 ERIC OLSON, Case No. 24-cv-00481-EJD
9 Plaintiff, ORDER GRANTING DEFENDANT ROBBIE DAY’S JOINDER IN WFG’S 10 v. MOTION TO COMPEL ARBITRATION INSURANCE AGENCY, LLC, et al., 12 Re: ECF No. 33 Defendants.
13 14 Before the Court is Defendant Robbie Day’s Joinder in World Financial Group Insurance 15 Agency, LLC’s (“WFG” or “WFGIA”) Motion to Compel Arbitration. ECF No. 33 (“Joinder”). 16 Defendant Day seeks an order compelling Plaintiff Eric Olson to arbitrate all claims against 17 Defendant Day in the First Amended Complaint (“FAC”), ECF No. 27-1, and for dismissal or stay 18 of the FAC in its entirety. 19 For the reasons stated below, the Court GRANTS Defendant Day’s Joinder. 21 The Court provided a more detailed summary of the background of this matter in its Order 22 Granting WFG’s Motion to Compel Arbitration. At a high-level, and relevant to the Joinder, 23 Mr. Olson brings this case against his former employer, WFG, alleging that WFG illegally tried to 24 restrain Mr. Olson from leaving the company. FAC ¶ 2. Defendant Day was a more senior 25 insurance agent in Mr. Olson’s hierarchy. Id. ¶ 5. Mr. Olson alleges that Defendant Day had sold 26 Mr. Olson part of his “book” of business for $5 million. Id. 27 When Mr. Olson attempted to sell his business, Mr. Olson alleges that WFG prohibited 1 him from doing so. Id. When Mr. Olson rejected WFG’s offer to remain working at the company, 2 WFG fired Mr. Olson and “divested” him of his commission stream (including the stream that he 3 had purchased from Defendant Day for $5 million). Id. ¶ 6. Mr. Olson alleges that Defendants 4 began threating him with “the illegal restrictive covenants in their contracts with WFG.” Id. 5 Mr. Olson further alleges that Defendants have wrongfully terminated his contract, tortiously 6 interfered with Mr. Olson’s legitimate business interests, are unfairly competing against him, have 7 converted his assets, and have violated the covenant of good faith and fair dealing. Id. ¶ 7. 8 Mr. Olson brings claims against WFG and Mr. Day for unfair competition, restraint on 9 trade, civil conspiracy, tortious interference, conversion, breach of contract/covenant of good faith 10 and fair dealing, and declaratory relief. 11 On March 22, 2024, WFG filed a motion to compel arbitration. ECF No. 31. On March 12 28, 2024, Defendant Day filed the present motion for joinder in WFG’s motion. ECF No. 33. The 13 motion for joinder is fully briefed. Opposition to Day’s Motion for Joinder (“Opp.”), ECF No. 42; 14 Reply in Support of Motion for Joinder (“Reply”), ECF No. 45. The Court heard oral argument 15 on the motion to compel arbitration and the motion for joinder on May 2, 2024. 17 Defendant Day argues that Mr. Olson’s claims are subject to arbitration based “on the 18 same grounds set forth in” WFG’s motion to compel arbitration (ECF No. 31). Joinder 2. 19 Mr. Olson responds that the joinder fails because Defendant Day has not pointed to any purported 20 agreement to arbitrate between Mr. Olson and Defendant Day. Opp. 1. 21 Turning to the Arbitration Agreement, the agreement states that it is “between World 22 Financial Group Insurance Agency, LLC” and “me”––here, Mr. Olson. ECF No. 31-1, Ex. A (the 23 “Arbitration Agreement”) at 1. The Arbitration Agreement provides: 24 WFG and [Olson] agree to use binding arbitration as the means to resolve all disputes that may arise out of or relate to [Olson’s] 25 relationship with WFG . . . . This includes any such claims 26 against WFG’s brands, concepts, affiliates, subsidiaries, parents, related entities, owners, directors, officers, managers employees or 27 agents. . . . WFG and [Olson] agree to give up [their] respective rights to 1 trial by jury of any claim [they] may have against the other that 2 may arise out of or relate to [Olson’s] relationship with WFG, contractual or otherwise. This includes any such claims against 3 WFG’s . . . agents. 4 Id. at 3. 5 Defendant Day argues that the Arbitration Agreement covers the claims against him 6 because it requires Mr. Olson to arbitrate “all disputes that may arise out of or relate to [Mr. 7 Olson’s] relationship with WFG” including any claims “against WFG’s … agents.” As an 8 “agent” of WFG, Defendant Day contends Mr. Olson is required to arbitrate his claims against 9 Defendant Day. Reply 2; see FAC ¶ 10 (“Robbie Day is an agent of WFG who upon information 10 and belief resides in Brentwood, Tennessee.”). 11 Mr. Olson responds that Defendant Day is not an “agency” or “entity” identified by WFG 12 in the Arbitration Agreement and thus, Mr. Olson has not agreed to arbitrate his claims against 13 Defendant Day. Opp. 1. The reference to Defendant Day as an “agent” in the FAC, Mr. Olson 14 argues, does not establish an agency relationship such that it would bind Mr. Olson to arbitrate 15 with Defendant Day because “WFG refers to all its salespeople as ‘independent contractor 16 agents.’” Id. 17 A. Whether Defendant Day Was An Agent for or Beneficiary of the Arbitration Agreement 18 The contractual right to compel arbitration “may not be invoked by one who is not a party 19 to the agreement and does not otherwise possess the right to compel arbitration.” Britton v. Co-op 20 Banking Grp., 4 F.3d 742, 744 (9th Cir. 1993) (citation omitted). “An entity that is neither a party 21 to nor agent for nor beneficiary of the contract lacks standing to compel arbitration.” Id. Because 22 Defendant Day was not a party to the agreement, he must fit into one of the categories above 23 (agent or beneficiary of the Arbitration Agreement) in order to invoke the right to arbitrate. 24 Here, the Arbitration Agreement covers claims against WFG’s “agents.” Defendant Day 25 claims that he was an “agent” for WFG as confirmed by (1) the plain language of the Arbitration 26 Agreement, and (2) the FAC and other filings, which show that both Mr. Olson and Defendant 27 1 Day were “agents” within the meaning of the Arbitration Agreement, regardless of their technical 2 legal relationship with the company. The Court agrees. While acknowledging that the term 3 “agent” can mean either an “insurance agent” as WFG uses the term, or agent as used in the legal 4 sense when an “agency relationship” is formed, the Court finds that the Arbitration Agreement 5 plainly covers “any claims” against “WFG’s … agents.” Arbitration Agreement § 1. Defendant 6 Day is an insurance “agent” of WFG. See FAC ¶ 10. WFG refers to its insurance agents as 7 “agents.” See generally Agent Agreement, ECF No. 39-4; see also FAC ¶¶ 2 (referring to “the 8 other agents at WFG”), 3 (“WFG incentivizes its agents to recommend products”), 4 (“WFG 9 permitted agents at Mr. Olson's level to transfer their commission stream”). 10 As WFG’s “agent,” Defendant Day is within a class of persons the Arbitration Agreement 11 intended to benefit. 12 B. Whether a Valid Agreement to Arbitrate Exists 13 For the reasons stated in the Court’s order granting WFG’s motion to compel arbitration, 14 the Court finds that the Arbitration Agreement is valid. See Order Granting in Part Motion to 15 Compel Arbitration at 8–13. 16 C. Whether the Claims Against Defendant Day Are Within the Scope of the Arbitration Agreement 17 Mr. Olson brings all of his claims against both WFG and Mr. Day. See FAC 14–19. The 18 Arbitration Agreement provides that “any” claims against WFG’s “agents” “aris[ing] out of or 19 relat[ing] to [Eric Olson’s] relationship with WFG” are subject to arbitration. Arbitration 20 Agreement § 1. Mr. Olson’s claims against both WFG and Mr. Day all arise out of or relate to 21 Mr. Olson’s relationship and former employment with WFG. Accordingly, the Arbitration 22 Agreement covers Mr. Olson’s claims against Defendant Day. 23 III. CONCLUSION 24 Defendant Day’s Joinder is GRANTED. In light of Mr. Olson’s representations that he 25 intends to seek preliminary injunctive relief, which are exempt from the Arbitration Agreement, 26 the Court sets a status conference on September 26, 2024, at 10:00 a.m. The parties are 27 1 ORDERED to submit a joint statement no later than August 23, 2024, regarding their proposal on 2 || which claims should be sent to arbitration and which claims should remain in this Court pursuant 3 || to the Court’s ruling above. Mr. Olson should also comment on the status of his intention to seek 4 a preliminary injunction. 5 4 8 Dated: July 19, 2024 9 10 EDWARD J. DAVILA 11 United States District Judge 12
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