1 – OPINION & ORDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF OREGON

ANDREA OLSON, an individual,

No. 3:15-cv-2216-HZ

Plaintiff,

OPINION & ORDER

v.

MBO PARTNERS, INC., a Virginia

Corporation; UNITED STATES OF

AMERICA, by and through the Department of 

Energy and Bonneville Power Administration;

and JAMES RICHARD PERRY, Secretary

of the Department of Energy;

Defendants.

Andrea Olson

3404 SW Comus Street

Portland, OR 97219

Pro se Plaintiff
2 – OPINION & ORDER

Eric H. Rumbaugh

Kirk A. Pelikan

MICHAEL BEST

100 East Wisconsin Ave., Suite 3300

Milwaukee, WI 53202

Jenna Leigh Mooney

Kalia Walker

DAVIS WRIGHT TREMAINE, LLP

1300 SW Fifth Ave., Suite 2400

Portland, OR 97201

Attorneys for Defendant MBO Partners, Inc.

Billy J. Williams

James E. Cox, Jr.

U.S. ATTORNEY’S OFFICE

District of Oregon 

1000 SW Third Ave., Suite 600 

Portland, OR 97204

Attorneys for Defendants United States 

of America and James Richard Perry

HERNÁNDEZ, District Judge:

Pro se Plaintiff Andrea Olson brings this employment discrimination action against 

Defendants MBO Partners, Inc.; United States of America, by and through the Department of 

Energy and Bonneville Power Administration (“BPA”); and James Richard Perry, Secretary

of the Department of Energy. Plaintiff alleges that she was discriminated against on the basis of 

disability and subject to reprisal for asserting her rights. Plaintiff brings claims under the 

Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12112-12203; and Family Medical Leave 

Act (“FMLA”), 29 U.S.C. § 2615(a), (b). Defendant MBO Partners, Inc. (“Defendant”) moves to 

dismiss Plaintiff’s claims against it because the claims are subject to mandatory arbitration.1The 

Court finds that all of Plaintiff’s claims against Defendant are subject to arbitration and grants 

 

1 The motion to dismiss is brought by MBO Partners, Inc. only. Defendants BPA and Mr. Perry filed an answer to 

Plaintiff’s Amended Complaint. See Answer, ECF 80.
3 – OPINION & ORDER

Defendant’s motion to dismiss. The motion to dismiss is granted for claims against MBO 

Partners, Inc. only.

FACTUAL BACKGROUND

Plaintiff began working as a contractor for the Bonneville Power Administration in 

January of 2010. Am. Compl. ¶¶ 10–11, ECF 56. In December of 2011, BPA told Plaintiff that,

in order to continue working for BPA, she would have to become a “W-2 employee” of 

Defendant, a contractor of BPA who would process payments from BPA to Plaintiff. Id. at ¶ 13.

Plaintiff was told she would have to sign a contract with Defendant. Id.

On January 17, 2012, Plaintiff signed a General Service Agreement (“Agreement”) with 

Defendant. Id. at ¶ 14; Baxter Decl. Ex. 1, ECF 18-1. Defendant functioned as a placement 

agency by supplying Plaintiff’s services to BPA. Am. Compl. ¶ 15. BPA paid Defendant for 

work performed by Plaintiff and then Defendant, in turn, paid Plaintiff after extracting a 

“business management fee” for its services. Id. at ¶ 16.

The Agreement includes the following arbitration provision:

The Parties agree to arbitrate any and all disputes between them. The Parties agree 

that arbitration shall be the exclusive method of resolving any and all disputes 

between them including but not limited to disputes arising out of or related to 

their relationship or dealings, under this Agreement, under state, federal or local 

or other law, under common law, or otherwise.

Baxter Decl. Ex. 1 at ¶ 10. In a separate paragraph, the Agreement states: 

The Parties agree that they each waive any right they have to a jury trial regarding 

any dispute between them. Arbitration will be the exclusive method for resolving 

disputes between the Parties.

Id. at ¶ 11.
4 – OPINION & ORDER

PROCEDURAL BACKGROUND

Plaintiff filed her complaint against Defendant on November 24, 2015. On February 19, 

2016, Defendant moved to dismiss Plaintiff’s case. Def.’s Mot. Dismiss, ECF 16. On October 

20, 2016, this Court granted Defendant’s motion to dismiss, finding that Plaintiff’s claims were 

subject to mandatory arbitration. Olson v. MBO Partners, Inc., No. 3:15-CV-2216-HZ, 2016 WL 

6138249, at *1 (D. Or. Oct. 20, 2016). However, the Court granted Plaintiff leave to amend her 

complaint. In response to Plaintiff’s repeated requests for appointment of counsel, the Court 

appointed Plaintiff counsel for the limited purpose of drafting an amended complaint. The 

amended complaint was filed on March 13, 2017. Am. Compl., ECF 56. Plaintiff’s appointed 

counsel withdrew on April 6, 2017. Order Granting Mot. to Withdraw, ECF 69.

Plaintiff’s amended complaint alleges that Plaintiff was subject to discrimination based 

on her disability under the ADA and retaliation for invoking rights afforded under the FMLA.

Am. Compl. 14, 18. The amended complaint also includes a prayer for relief that acknowledges 

the Arbitration Agreement and asks this Court to stay proceedings pending arbitration if it 

concludes that the Agreement is enforceable.

STANDARDS

The Federal Arbitration Act (“FAA”) authorizes a court to stay an action that is subject to

a valid agreement to arbitrate when one of the parties requests a stay in the proceedings. 9 U.S.C. 

§ 3. Alternatively, a court may dismiss an action, rather than merely staying it, when all of the 

issues raised in the action are arbitrable. Sparling v. Hoffman Constr. Co., 864 F.2d 635, 638 (9th 

Cir. 1988) (“The district court acted within its discretion when it dismissed [the plaintiff’s]

claims. . . . [T]he arbitration clause was broad enough to bar all of the plaintiff's claims since it 

required [the plaintiff] to submit all claims to arbitration.”).
5 – OPINION & ORDER

DISCUSSION

Defendant moves to dismiss Plaintiff's claims. Alternatively, Defendant moves to stay the 

case and compel arbitration. Plaintiff's response is difficult to understand. Plaintiff appears to 

concede that her claims are subject to arbitration. However, Plaintiff also states that the Court 

should deny Defendant's motion to dismiss because the arbitration provision in the Agreement is 

unenforceable. In order to ensure that all of Plaintiff's arguments are addressed, the Court first 

explains why it agrees with Defendant that Plaintiff's claims are subject to arbitration. Then, the 

Court explains why this case should be dismissed, as opposed to stayed.

I. Arbitration Provision

This Court has already ruled on the validity of the arbitration clause in the Agreement. 

See Olson 2016 WL 6138249, at *3–5 (dismissing Plaintiff’s claims because they are subject to 

arbitration, but granting leave to amend). Plaintiff’s amended complaint and response to 

Defendant’s second motion to dismiss do not allege additional facts or change her arguments

concerning this issue. 

Plaintiff continues to assert that the Agreement is the product of formative defects.

Plaintiff contends that the arbitration provision is unenforceable because (1) it violates Oregon 

law, (2) the Agreement is unconscionable, (3) Plaintiff was forced to sign the Agreement under 

duress, and (4) the Agreement was the result of misrepresentation or fraudulent inducement. 

Each of Plaintiff’s arguments fails.

a. The Agreement and Oregon Law

Plaintiff contends that that the arbitration language in the Agreement is not compliant 

with Oregon Revised Statute § (O.R.S.) 36.620(5) and, thus, is not enforceable. This Court has 

already held that O.R.S. 36.620(5) is preempted by the Federal Arbitration Act, 9 U.S.C. § 2. 
6 – OPINION & ORDER

Olson, 2016 WL 6138249, at *3–4. Therefore, Defendant is correct in asserting that any failure 

of the Agreement to comply with O.R.S. 36.620(5) does not render the Agreement 

unenforceable.

b. Unconscionability

Plaintiff contends that the Agreement is unconscionable because Defendant had all of the 

bargaining power and Plaintiff had to sign the Agreement on a “take it-or-leave it” basis after she 

was already employed. This Court has already found that Plaintiff was not employed by 

Defendant until she signed the Agreement. Olson, 2016 WL 6138249, at *4; Am. Compl. ¶¶ 13–

14. Furthermore, the “take it-or-leave it” nature of the Agreement “alone is insufficient to render 

an agreement procedurally unconscionable.” Chalk v. T-Mobil USA, Inc., 560 F.3d 1087, 1094

(9th Cir. 2009). Plaintiff does not allege any additional facts that would support a finding of 

unconscionability.

c. Duress

Plaintiff claims she was forced to sign the Agreement under duress because she would 

have lost her job at BPA if she refused to sign the Agreement. However, as explained in the 

previous opinion for this case, Plaintiff fails to allege the “wrongful act or threat” that is required 

for duress. Olson, 2016 WL 6138249, at *5. Signing a contract to work for Defendant is not 

enough to constitute duress. See Oregon Bank v. Nautilus Crane & Equip. Corp., 68 Or. App. 

131, 142–43, 683 P.2d 95, 103 (1984).

d. Misrepresentation or Fraudulent Inducement

Plaintiff alleges that she “was led to believe that she was signing off permission for 

[Defendant] to payroll [Plaintiff’s] BPA contract payments . . . .” Plaintiff implies that she did 

not know that the Agreement contained an arbitration provision, but fails to allege that 
7 – OPINION & ORDER

Defendant made any false representation of material fact. As discussed in this Court’s previous 

opinion on this issue, Plaintiff is presumed to have read the Agreement. Olson, 2016 WL 

6138249, at *5 (citing First Interstate Bank of Oregon, N.A. v. Wilkerson, 128 Or. App. 328, 337 

n. 11, 876 P.2d 326, 331 (1994)). Thus, the arbitration provision is not the product of formative 

defects and Plaintiff’s allegations fail.

II. Dismiss Proceedings

Plaintiff’s amended complaint requests that the Court stay the case, “[i]n the event the 

Court enforces the arbitration clause in the Agreement against Plaintiff.”

2 Am. Compl. 24.

Defendant moves to dismiss the case because all of Plaintiff’s claims are subject to mandatory 

arbitration. The Court dismisses the case against Defendant.

Whether to dismiss or stay proceedings pending arbitration is left to the discretion of the 

court. Sparling, 864 F.2d at 638. Courts in this jurisdiction typically dismiss the case when all 

disputes are subject to arbitration. See Sparling, 864 F.2d at 638; see also Willamette Crest 

Gaming, LLC v. Play N Trade Franchise, Inc., No. CIV. 09-461-ST, 2009 WL 2243811, at *9 

(D. Or. July 27, 2009) (dismissing the case because nothing would be left for the court to resolve 

after arbitration); PNI, Inc. v. Leyton, No. CIV. 03-1344-MO, 2004 WL 555249, at *5 (D. Or. 

Mar. 1, 2004) (“Because the court holds that all pending claims are arbitrable, it grants 

defendants' motion to dismiss . . . .”). This Court has found that all of Plaintiff’s claims against 

Defendant are subject to arbitration and Plaintiff provides no reason to stay the case rather than 

dismiss it. Therefore, the Court grants Defendant’s motion to dismiss.

 

2

Portions of Plaintiff’s response also seem to indicate that she may want to stay proceedings against BPA, pending 

the outcome of the arbitration with Defendant. Plaintiff may submit such a motion if this is her intention, but a stay 

of proceedings against BPA is not at issue before this Court today. Resp. Mot. Dismiss 7–9, ECF 79.
8 – OPINION & ORDER

CONCLUSION

The Court grants Defendant’s motion to dismiss [59] with respect to all claims against 

Defendant MBO Partners, Inc. because all of Plaintiff’s claims against Defendant MBO Partners, 

Inc. are subject to arbitration.

IT IS SO ORDERED.

Dated this ____________day of ________________________, 2017.

 

________________________________________________

MARCO A. HERNÁNDEZ

United States District Judge