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Bahig S aliba, ) No. CV-23-00140-PHX-SPL ) 9 ) 10 Plaintiff, ) ORDER vs. ) ) 11 ) American Airlines Incorporated, ) 12 ) 13 Defendant. ) ) 14 )
15 Before the Court is Defendant’s Motion to Dismiss. (Doc. 18). For the following 16 reasons, the Motion will be granted. 18 On January 23, 2023, pro se Plaintiff Bahig Saliba, an airline pilot, initiated this 19 action against his employer, Defendant American Airlines Inc. (Doc. 1). In the operative 20 Second Amended Complaint (“SAC”), Plaintiff alleges a single count for breach of 21 contract. (Doc. 17). Defendant moves to dismiss the SAC for failure to state a claim. 22 (Doc. 18). 23 In March 2005, Plaintiff and America West Airlines (“AWA”), his employer at the 24 time, executed a Settlement Agreement resolving his employment discrimination lawsuit 25 against the company. (Doc. 17-2 at 9–13). Relevant to the instant matter, subheading (d) 26 of the “Consideration” provision reads in part: 27 AWA will deliver to [Plaintiff] a letter regarding AWA’s policy against non-discrimination. The letter is not subject to 28 the confidentiality provision . . . . The letter will be signed by the Vice President of Flight Operations, Chief Pilot, and 1 Director of Legal Affairs, and will contain the following language: 2 . . . By this letter, we confirm [AWA]’s long- 3 standing policy against discrimination on account of national origin or race in any aspect 4 of employment . . . . Indeed, it is the policy of [AWA] not to tolerate unlawful discrimination 5 in any form, and we fully support that policy. 6 If you feel that you are the victim of unlawful discrimination in the future, or if you feel that 7 any other employees are experiencing unlawful discrimination, we encourage you to report your 8 concerns to the Human Resources department or to me directly. We assure you that [AWA] 9 will investigate your concerns and take any appropriate corrective measures. Further, you 10 will not be punished in any way for merely bringing any such concerns to our attention. 11 12 (Doc. 17-2 at 10). On March 9, 2005, AWA delivered Plaintiff a letter as provided in the 13 Settlement Agreement (the “Letter”). (Doc. 17-2 at 8). AWA later merged with 14 Defendant, and the Settlement Agreement provides that it is “binding upon AWA and its 15 successors and assigns.” (Doc. 17-2 at 12; Doc. 18 at 2). 16 On January 6, 2022, Plaintiff was the subject of a disciplinary hearing “as a result 17 of a disagreement related to” the mask policy that Defendant implemented during the 18 COVID-19 pandemic.1 (Doc. 17 at 4). Plaintiff alleges that other pilots outside the 19 conference room where the hearing was held were not wearing masks as required by 20 Defendant’s policy but were not disciplined in any way, even after he raised the issue to 21 managers and a human resources representative. (Doc. 17 at 4). Plaintiff further asserts 22 23 1 That “disagreement” was central to a previous case brought by Plaintiff against Defendant and others that included claims for breach of his employment contract, hostile 24 work environment, violation of the Fourteenth Amendment, violation of aviation law, defamation, and violation of a collective bargaining agreement—all of which were 25 dismissed by this Court. See Saliba v. Am. Airlines Inc. et al., No. 2:22-cv-00738-SPL (D. Ariz.). Plaintiff has also brought three other lawsuits in this District involving 26 Defendant’s mask policy, his noncompliance, and subsequent events—all of which have been dismissed. See Saliba v. Allied Pilots Ass’n, No. 2:22-cv-01025-DLR (D. Ariz.); 27 Saliba v. Pekoske et al., No. 2:22-cv-00587-MTL (D. Ariz.); Saliba v. Spokane Int’l Airport et al., No. 2:22-cv-00543-JJT (D. Ariz.). However, this is the first time Plaintiff 28 has brought a breach of contract claim based on the 2005 Settlement Agreement. 1 that he was discriminatorily denied the opportunity to apply for a chief pilot position in 2 March 2022. (Doc. 17 at 4–5). On April 14, 2022, Plaintiff notified his manager and 3 human resources employees via email that he believed he was being discriminated 4 against by Defendant. (Doc. 17 at 5). Plaintiff alleges that Defendant did not conduct any 5 investigation or otherwise contact Plaintiff about his concerns, instead demanding that 6 Plaintiff undergo a fitness-for-duty examination and eventually placing him on 7 administrative leave without pay. (Doc. 17 at 5). 9 To survive a Rule 12(b)(6) motion to dismiss, “a complaint must contain sufficient 10 factual matter, accepted as true, to state a claim to relief that is plausible on its face.” 11 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotation marks omitted). A claim is 12 facially plausible when it contains “factual content that allows the court to draw the 13 reasonable inference” that the moving party is liable. Id. Factual allegations in the 14 complaint should be assumed true, and a court should then “determine whether they 15 plausibly give rise to an entitlement to relief.” Id. at 679. Facts should be viewed “in the 16 light most favorable to the non-moving party.” Faulkner v. ADT Sec. Servs., Inc., 706 17 F.3d 1017, 1019 (9th Cir. 2013). A pro se complaint must be “liberally construed” and 18 “held to less stringent standards than formal pleadings drafted by lawyers.” Erickson v. 19 Pardus, 551 U.S. 89, 94 (2007) (internal quotation marks omitted). 21 The SAC alleges one count, breach of contract. To state a breach of contract claim 22 under Arizona law, “a plaintiff must allege that (1) a contract existed, (2) it was breached, 23 and (3) the breach resulted in damages.” Steinberger v. McVey ex rel. County of 24 Maricopa, 318 P.3d 419, 435 (Ariz. Ct. App. 2014). Here, Plaintiff claims that Defendant 25 breached the Settlement Agreement “by not conducting a prompt and timely investigation 26 . . . in response to the Plaintiff’s complaint and by retaliating and punishing the Plaintiff.” 27 (Doc. 17 at 6). Defendant’s Motion argues that no contractual provision requires 28 Defendant to take such action. 1 Arizona courts “construe contracts to give effect to the parties’ intent, applying the 2 plain contractual language when it is unambiguous.” Standard Constr. Co. Inc. v. State, 3 473 P.3d 344, 347 (Ariz. Ct. App. 2020). Here, according to the unambiguous terms of 4 the Settlement Agreement, AWA was obligated to deliver the Letter containing certain 5 language, but compliance with that language is not itself a requirement of the Settlement 6 Agreement. In other words, the Settlement Agreement plainly required the Letter to 7 contain specified language, but that language does not create any contractual obligations. 8 If the parties had intended otherwise, the Court would expect to see any such obligations 9 specifically delineated in a manner akin to the separate sub-provisions that set forth 10 AWA’s obligations to deliver a check, to purge Plaintiff’s personnel file of certain 11 documentation, and to deliver the Letter. (Doc. 17-2 at 9–10). Moreover, the Settlement 12 Agreement describes the Letter as “a letter regarding AWA’s policy against non- 13 discrimination,” suggesting that the language of the Letter was not intended to create any 14 obligations for AWA but instead merely to reiterate its existing nondiscrimination 15 policy.2 (Doc. 17-2 at 10). As Defendant acknowledges, it has obligations to handle 16 complaints of discrimination in accordance with federal and state law, but those 17 obligations do not arise from the Settlement Agreement, nor does the Settlement 18 Agreement create any additional obligations with respect to complaints of discrimination. 19 (Doc. 18 at 6 n.8).
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1 WO 2 3 4 5 8
Bahig S aliba, ) No. CV-23-00140-PHX-SPL ) 9 ) 10 Plaintiff, ) ORDER vs. ) ) 11 ) American Airlines Incorporated, ) 12 ) 13 Defendant. ) ) 14 )
15 Before the Court is Defendant’s Motion to Dismiss. (Doc. 18). For the following 16 reasons, the Motion will be granted. 18 On January 23, 2023, pro se Plaintiff Bahig Saliba, an airline pilot, initiated this 19 action against his employer, Defendant American Airlines Inc. (Doc. 1). In the operative 20 Second Amended Complaint (“SAC”), Plaintiff alleges a single count for breach of 21 contract. (Doc. 17). Defendant moves to dismiss the SAC for failure to state a claim. 22 (Doc. 18). 23 In March 2005, Plaintiff and America West Airlines (“AWA”), his employer at the 24 time, executed a Settlement Agreement resolving his employment discrimination lawsuit 25 against the company. (Doc. 17-2 at 9–13). Relevant to the instant matter, subheading (d) 26 of the “Consideration” provision reads in part: 27 AWA will deliver to [Plaintiff] a letter regarding AWA’s policy against non-discrimination. The letter is not subject to 28 the confidentiality provision . . . . The letter will be signed by the Vice President of Flight Operations, Chief Pilot, and 1 Director of Legal Affairs, and will contain the following language: 2 . . . By this letter, we confirm [AWA]’s long- 3 standing policy against discrimination on account of national origin or race in any aspect 4 of employment . . . . Indeed, it is the policy of [AWA] not to tolerate unlawful discrimination 5 in any form, and we fully support that policy. 6 If you feel that you are the victim of unlawful discrimination in the future, or if you feel that 7 any other employees are experiencing unlawful discrimination, we encourage you to report your 8 concerns to the Human Resources department or to me directly. We assure you that [AWA] 9 will investigate your concerns and take any appropriate corrective measures. Further, you 10 will not be punished in any way for merely bringing any such concerns to our attention. 11 12 (Doc. 17-2 at 10). On March 9, 2005, AWA delivered Plaintiff a letter as provided in the 13 Settlement Agreement (the “Letter”). (Doc. 17-2 at 8). AWA later merged with 14 Defendant, and the Settlement Agreement provides that it is “binding upon AWA and its 15 successors and assigns.” (Doc. 17-2 at 12; Doc. 18 at 2). 16 On January 6, 2022, Plaintiff was the subject of a disciplinary hearing “as a result 17 of a disagreement related to” the mask policy that Defendant implemented during the 18 COVID-19 pandemic.1 (Doc. 17 at 4). Plaintiff alleges that other pilots outside the 19 conference room where the hearing was held were not wearing masks as required by 20 Defendant’s policy but were not disciplined in any way, even after he raised the issue to 21 managers and a human resources representative. (Doc. 17 at 4). Plaintiff further asserts 22 23 1 That “disagreement” was central to a previous case brought by Plaintiff against Defendant and others that included claims for breach of his employment contract, hostile 24 work environment, violation of the Fourteenth Amendment, violation of aviation law, defamation, and violation of a collective bargaining agreement—all of which were 25 dismissed by this Court. See Saliba v. Am. Airlines Inc. et al., No. 2:22-cv-00738-SPL (D. Ariz.). Plaintiff has also brought three other lawsuits in this District involving 26 Defendant’s mask policy, his noncompliance, and subsequent events—all of which have been dismissed. See Saliba v. Allied Pilots Ass’n, No. 2:22-cv-01025-DLR (D. Ariz.); 27 Saliba v. Pekoske et al., No. 2:22-cv-00587-MTL (D. Ariz.); Saliba v. Spokane Int’l Airport et al., No. 2:22-cv-00543-JJT (D. Ariz.). However, this is the first time Plaintiff 28 has brought a breach of contract claim based on the 2005 Settlement Agreement. 1 that he was discriminatorily denied the opportunity to apply for a chief pilot position in 2 March 2022. (Doc. 17 at 4–5). On April 14, 2022, Plaintiff notified his manager and 3 human resources employees via email that he believed he was being discriminated 4 against by Defendant. (Doc. 17 at 5). Plaintiff alleges that Defendant did not conduct any 5 investigation or otherwise contact Plaintiff about his concerns, instead demanding that 6 Plaintiff undergo a fitness-for-duty examination and eventually placing him on 7 administrative leave without pay. (Doc. 17 at 5). 9 To survive a Rule 12(b)(6) motion to dismiss, “a complaint must contain sufficient 10 factual matter, accepted as true, to state a claim to relief that is plausible on its face.” 11 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotation marks omitted). A claim is 12 facially plausible when it contains “factual content that allows the court to draw the 13 reasonable inference” that the moving party is liable. Id. Factual allegations in the 14 complaint should be assumed true, and a court should then “determine whether they 15 plausibly give rise to an entitlement to relief.” Id. at 679. Facts should be viewed “in the 16 light most favorable to the non-moving party.” Faulkner v. ADT Sec. Servs., Inc., 706 17 F.3d 1017, 1019 (9th Cir. 2013). A pro se complaint must be “liberally construed” and 18 “held to less stringent standards than formal pleadings drafted by lawyers.” Erickson v. 19 Pardus, 551 U.S. 89, 94 (2007) (internal quotation marks omitted). 21 The SAC alleges one count, breach of contract. To state a breach of contract claim 22 under Arizona law, “a plaintiff must allege that (1) a contract existed, (2) it was breached, 23 and (3) the breach resulted in damages.” Steinberger v. McVey ex rel. County of 24 Maricopa, 318 P.3d 419, 435 (Ariz. Ct. App. 2014). Here, Plaintiff claims that Defendant 25 breached the Settlement Agreement “by not conducting a prompt and timely investigation 26 . . . in response to the Plaintiff’s complaint and by retaliating and punishing the Plaintiff.” 27 (Doc. 17 at 6). Defendant’s Motion argues that no contractual provision requires 28 Defendant to take such action. 1 Arizona courts “construe contracts to give effect to the parties’ intent, applying the 2 plain contractual language when it is unambiguous.” Standard Constr. Co. Inc. v. State, 3 473 P.3d 344, 347 (Ariz. Ct. App. 2020). Here, according to the unambiguous terms of 4 the Settlement Agreement, AWA was obligated to deliver the Letter containing certain 5 language, but compliance with that language is not itself a requirement of the Settlement 6 Agreement. In other words, the Settlement Agreement plainly required the Letter to 7 contain specified language, but that language does not create any contractual obligations. 8 If the parties had intended otherwise, the Court would expect to see any such obligations 9 specifically delineated in a manner akin to the separate sub-provisions that set forth 10 AWA’s obligations to deliver a check, to purge Plaintiff’s personnel file of certain 11 documentation, and to deliver the Letter. (Doc. 17-2 at 9–10). Moreover, the Settlement 12 Agreement describes the Letter as “a letter regarding AWA’s policy against non- 13 discrimination,” suggesting that the language of the Letter was not intended to create any 14 obligations for AWA but instead merely to reiterate its existing nondiscrimination 15 policy.2 (Doc. 17-2 at 10). As Defendant acknowledges, it has obligations to handle 16 complaints of discrimination in accordance with federal and state law, but those 17 obligations do not arise from the Settlement Agreement, nor does the Settlement 18 Agreement create any additional obligations with respect to complaints of discrimination. 19 (Doc. 18 at 6 n.8). According to the plain language of the Settlement Agreement, AWA 20 was required to deliver the Letter to Plaintiff, which it undisputedly did—thereby 21 fulfilling its obligation under that provision. 22 To the extent Plaintiff argues that the Letter itself is a contract, that argument fails. 23 The formation of a valid contract requires “an offer, acceptance of the offer, and 24 25 2 Plaintiff suggests that this interpretation of the Settlement Agreement renders the Letter “meaningless.” (Doc. 20 at 10). While this Court’s role is merely to enforce the 26 unambiguous language of the Settlement Agreement regardless of the perceived quality of the bargain, see Zambrano v. M & RC II LLC, 517 P.3d 1168, 1173 (Ariz. 2022), the 27 Letter did have value in that it was not subject to the Settlement Agreement’s confidentiality provision—a provision which, as Defendant notes, Plaintiff appears to 28 have breached by publicly filing the Settlement Agreement. (Doc. 18 at 7 n.9). 1 | consideration.” Goodman v. Physical Res. Eng’g, Inc., 270 P.3d 852, 855 (Ariz. Ct. App. 2| 2011). “Adequate consideration consists of a benefit to the promisor and a detriment to 3| the promisee.” Carroll v. Lee, 712 P.2d 923, 926 (Ariz. 1986). Even if AWA made an 4) offer to Plaintiff in the Letter, there is no indication of acceptance. More importantly, 5 | AWA received no benefit in return, and Plaintiff suffered no detriment. Accordingly, the 6 | Letter does not constitute a valid contract. All told, the SAC does not identify a breach of 7 | any contract term and therefore fails to state a breach of contract claim. 9 The SAC will be dismissed for failure to state a claim. “A district court should not 10 | dismiss a pro se complaint without leave to amend unless it is absolutely clear that the deficiencies of the complaint could not be cured by amendment.” Akhtar v. Mesa, 698 12| F.3d 1202, 1212 (9th Cir. 2012) Gnternal quotation marks omitted). Here, Plaintiff 13 | alleges breach of contract terms that simply do not exist, so his claim cannot possibly be 14| cured by amendment. Accordingly, 15 IT IS ORDERED that Defendant’s Motion to Dismiss (Doc. 18) is granted. The 16 | SAC is dismissed with prejudice. 17 IT IS FURTHER ORDERED that the Clerk of Court shall enter judgment 18 | accordingly and terminate this action. 19 Dated this 6th day of July, 2023. 20
7 United States District Judge 23 24 25 26 27 28