The opinion of the court was delivered by: I. LEO GLASSER, Senior District Judge
This motion to strike several of defendant's affirmative
defenses arises out of a lawsuit brought by the United States
Equal Employment Opportunity Commission ("EEOC," "the
Commission," or "plaintiff"), against Bay Ridge Toyota, Inc.
("Bay Ridge Toyota" or "defendant"), pursuant to Title VII of the
Civil Rights Act of 1964, 42 U.S.C. § 2000e-5(f)(1) ("Title
VII"). For the reasons that follow, plaintiff's motion is
In 2000, Maria Andujar ("Andujar"), a former employee of Bay
Ridge Toyota, filed a charge of discrimination with EEOC against
defendant, alleging sexual harassment by one of defendant's
managers. (Pl. Mem. Ex. 2, Complaint ¶ 7.) After an
investigation, EEOC determined that there was reasonable cause to
find that Andujar had been sexually harassed. (Id.) In January
2001, EEOC, Andujar, and defendant entered into a pre-litigation
Conciliation Agreement ("Conciliation Agreement") that resolved
the charge of discrimination. (See Pl. Mem. Ex. 1, Conciliation
Agreement.) The Conciliation Agreement is captioned "In the
Matter of EEOC and Charging Party: Maria Andujar . . . [and] Respondent:
Bay Ridge Toyota." (Id. at 1.) Pursuant to the Conciliation
Agreement, defendant agreed to, inter alia, cease
discrimination and retaliation in violation of Title VII, train
employees and management on federal laws prohibiting
discrimination, and provide EEOC with proof of the training.
(Id. ¶¶ 3, 5, 6, 7, 8, 9.) By entering into the Conciliation
Agreement, defendant did not "admit any wrongdoing or violation
of law in regard to the claims raised by Charging Parties."
(Id. ¶ 2.) Although the Conciliation Agreement states that its
terms "shall not be made public by [EEOC], its officers or
employees," (Id. ¶ 20), it explicitly provides that it "may be
specially enforced in court and may be used as evidence in a
later proceeding in which any of the parties allege a breach of
this Agreement" (Id. ¶ 21).
On April 16, 2002, Gladys Evdaev ("Evdaev"), another former
employee of Bay Ridge Toyota, filed a charge with EEOC against
defendant, alleging sexual harassment and retaliation by the same
manager named in Andujar's charge. (Compl. ¶ 8.) EEOC determined
that there was reasonable cause to find that defendant had
sexually harassed Evdaev and that defendant had failed to comply
with the terms of the Andujar Conciliation Agreement. (Id.)
EEOC attempted conciliation on the Evdaev charge, which defendant
declined. (Id.) In 2003, defendant and Evdaev entered into a
private settlement of her charge. (See Carey Affirm. Ex. A.)
On November 14, 2003, EEOC filed this lawsuit against
defendant, alleging that, based on the Evdaev charge, defendant
had breached the terms of the Andujar Conciliation Agreement.
(See Compl.) The complaint seeks permanent injunctive relief
compelling defendant to correct unlawful employment actions that
violate Title VII (Id. at A-B.), and to order defendants to
institute policies providing equal employment opportunities for
women. (Id. at C-D.) The complaint further asks the Court to compel defendant's specific
performance of the Andujar Conciliation Agreement.
Defendant's Answer contains a number of affirmative defenses
and counterclaims, including the following: EEOC lacks standing
and statutory authority to enforce the Conciliation Agreement;
this case does not arise under Title VII; this Court does not
have subject matter jurisdiction; plaintiff is barred by the
doctrine of unclean hands; and EEOC has no authority to bring
this lawsuit based on the Evdaev charge of discrimination because
she and defendant entered into a private settlement. (See Pl.
Mem. Ex. 3, Answer.) Plaintiff has now moved this Court to strike
as legally insufficient paragraph one of defendant's Answer and
the first, second, third, fifth, sixth, ninth, thirteenth,
fifteenth, eighteenth, and nineteenth separate defenses.
Federal Rule of Civil Procedure 12(f) allows the court upon a
proper motion or its own initiative to "order stricken from any
pleading any insufficient defense or any redundant, immaterial,
impertinent, or scandalous matter." In particular, "a defense
should be struck when it is clearly irrelevant and frivolous and
its removal from the case would avoid wasting unnecessary time
and money litigating the invalid defense." SEC v. Electronics
Warehouse, Inc., 689 F. Supp. 53, 73 (D. Conn. 1988), aff'd,
891 F.2d 457 (2d Cir. 1989), cert. denied, 496 U.S. 942 (1990)
(citations omitted). Resolution of a Rule 12(f) motion is left to
the district court's discretion. Fiore v. McDonald's Corp.,
1996 WL 331090, at *12 (E.D.N.Y. June 12, 1996) (Glasser, J.).
The Second Circuit, however, has warned that courts should
exercise this discretion with caution: A motion to strike an affirmative defense under Rule
12(f), Fed.R.Civ.P. for legal insufficiency is not
favored and will not be granted unless it appears to
a certainty that plaintiffs would succeed despite any
state of the facts which could be proved in support
of the defense. Moreover, even when the facts are not
disputed, several courts have noted that a motion to
strike for insufficiency was never intended to
furnish an opportunity for the determination of
disputed and substantial questions of law. This is
particularly so when, as here, there has been no
Salcer v. Envicon Equities Corp., 744 F.2d 935, 939 (2d Cir.
1984), vacated on other grounds, 478 U.S. 1015 (1986) (district
court erred in striking affirmative defenses where further facts
were needed to resolve the issue in the case); Lennon v.
Seaman, 63 F. Supp.2d 428, 446 (S.D.N.Y. 1999) (motions to
strike "are not favored and will not be granted unless it is
clear that the allegations in question can have no possible
bearing on the subject matter of the litigation").
"The general policy is that the pleadings should be treated
liberally, and that a party should have the opportunity to
support his contentions at trial." Bennett v. Spoor Behrins
Campbell & Young, Inc., 124 F.R.D. 562, 563 (S.D.N.Y. 1989).
Therefore, in order to prevail on a motion to strike a defense
for legal insufficiency, a plaintiff must show that (1) there is
no question of fact which might allow the defense to succeed; (2)
there is no question of law which might allow the defense to
succeed; and (3) the plaintiff would be prejudiced by inclusion
of the defense. SEC v. McCaskey, 56 F. Supp.2d 323, 326
II. Subject Matter Jurisdiction over Enforcement of EEOC Title
VII Conciliation Agreement
Because a motion to strike a defense pursuant to Fed.R. Civ.
P. 12(f) requires the Court to determine whether there are any
disputed questions of law or fact that would allow the defense to
succeed, it is necessary to examine the statutory framework
governing Title VII conciliation agreements. As explained by the
court in Eatmon v. Bristol Steel & Iron Works, Inc., 769 F.2d 1503
, 1509 (11th Cir. 1985):
Typically, an employee who believes he has been
discriminated against by his employer and wants to do
something about it must file charges with the EEOC.
When a charge against an employer is filed, the
Commission is required to . . . investigate the
charge. . . . If the EEOC determines there is
reasonable cause, it must initially attempt to
eliminate the alleged unlawful employment practice
through conciliation and persuasion.
42 U.S.C. § 2000e-5(b). Should the EEOC not secure an acceptable
conciliation agreement from the employer within
thirty days after the charge is filed, it may bring a
Title VII action against the employer in a United
States District Court. Id. § 2000e-5(f)(1).
In the case of Maria Andujar, EEOC was successful in securing a
conciliation agreement (see Pl. Mem. Ex. 1, Conciliation
Agreement), a "voluntary contract containing terms upon which
the employer, the employee, and the EEOC ...