The opinion of the court was delivered by: Joseph F. Bianco, District Judge
Plaintiff Elizabeth Chau, M.D. (hereinafter "Chau" or "plaintiff"), brings this action against defendants West Carver Medical Associates P.C. (hereinafter "WCMA"), Marc Weinberg, Robin Thompson, Paul Brodsky, Marc Hazan, Jed Weinberg, Alan Schuller, David Sacknoff and John Wisniewski (collectively "defendants") for employment discrimination on the basis of gender and disability, and for retaliation under the Americans with disabilities Act of 1990 ("the ADA") and Title VII of the Civil Rights Act of 1964 ("Title VII"). Defendants move to compel arbitration and to stay the current proceedings pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16 or, in the alternative, to dismiss the complaint in its entirety under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted. For the reasons that follow, the Court grants defendants' motion to compel arbitration and stay the current proceedings. Defendants' motion to dismiss is denied as moot.
On February 5, 2003, plaintiff entered into a contract entitled "Shareholder's and Employment Agreement of West Carver Medical Associates, P.C." (hereinafter "the Agreement"), effective July 1, 2002, along with eight other doctors, to form WCMA, a professional corporation under the laws of the state of New York. (Agreement attached as Rosen Aff. Ex. A; Rando Decl. Ex. 1.) Pursuant to the Agreement, plaintiff was an officer and owner of the corporation. (Id.) The agreement contains an arbitration provision that provides:
Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the State of New York, counties of Nassau or Suffolk, in accordance with the rules then governing of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
Plaintiff was employed as a primary care physician by WCMA from May 1995 to April 2005. (Compl. ¶ 13.) On January 6, 2003, plaintiff sustained spinal, back and wrist injuries as a result of an automobile accident. (Id. ¶¶ 39-40.) Plaintiff alleges that defendants discriminated against her on the basis of her age and disability. (Id. ¶¶ 25-29.) According to the complaint, on January 4, 2005, defendant Marc Weinberg told plaintiff "you . . . suck my blood with your disability problems and cannot work here." (Id. ¶ 43.) On January 6, 2005, defendants Marc Weinberg and Robin Thompson told plaintiff, "you have been resented so much during the past years because of your disabilities." (Id. ¶ 44.) Plaintiff alleges that defendants refused to make reasonable accommodation for her disability, acted with hostility toward her, and constructively discharged her because of her disability. (Id. ¶ 45.) Plaintiff also alleges that defendants harassed and criticized plaintiff with respect to her female conditions of pregnancies, maternity leave and motherhood. (Id. ¶ 81.) According to the complaint, on January 4, 2005, defendants told plaintiff, "you have three months to return to work full time or you are out." (Id. ¶ 87.)
Plaintiff filed a complaint with the Equal Employment Opportunity Commission ("EEOC") on October 13, 2005, alleging discrimination on the basis of disability, perceived disability, and sex, and retaliation, under the ADA and Title VII in connection with her employment with defendants. (Id. ¶ 33.) The EEOC issued a "right to sue" letter that was received by plaintiff on December 2, 2005. (Id. ¶ 34.)
Plaintiff filed the instant action on February 6, 2006. On October 13, 2006, defendants filed the instant motion. The Court heard oral argument on December 15, 2006.
"In the context of motions to compel arbitration brought under the Federal Arbitration Act . . . the court applies a standard similar to that applicable for a motion for summary judgment." Bensadoun v. Jobe-Riat, 316 F.3d 171, 175 (2d Cir. 2003) (citing Par-Knit Mills v. Stockbridge Fabrics Co., 636 F.2d 51, 54, n.9 (3d Cir. 1980)). Therefore, "[i]f there is an issue of fact as to the making of the agreement for arbitration, then a trial is necessary." Id. (citing 9 U.S.C. § 4). In the instant case, there are no issues of fact as to the making of the Agreement; rather, the issue presented to the Court by the parties is a matter of contract interpretation.
The Second Circuit has instructed district courts to conduct the following inquiry to determine whether the instant ...