STATE OF MAINE SUPERIOR COURT ANDROSCOGGIN, ss. CIVIL ACTION DOCKETNO. CV-22-136

MICHAEL T. NEWMAN, M.D., Plaintiff


### v. ST. MARY'S REGIONAL MEDICAL CENTER, ST. MARY'S HEALTH SYSTEM, and COVENANT HEALTH, INC., Defendants ORDER ON MOTIONTO COMPEL ARBITRATION

The matter before the court is defendants St. Mary's Regional Medical Center, St. Mary's Health System and Covenant Health, Inc. 's (collectively, "defendants") motionto compel arbitration ofall ofplaintiffMichael T. Newman, M.D.'s claims. Background Dr. Newman was employed by St. Mary's as a physician starting onApril 6, 2015. (Laplante Aff. 

### ,i4.) On or about October 2, 2014, Dr. Newman signed an Employment Agreement with St. Mary's with additional terms contained in a letter also dated October 2, 2014. (Laplante Aff. 

### ,i 5.) The 2014 Employment Agreement contains the following arbitration provision: 20. Dispute Resolution. The parties agree to make a good faith attempt to resolve informally any controversy, dispute, or claim thatmay arise out ofor relateto this agreement. Failing such informal resolution, all controversies, disputes, or claims arising out ofor relatingto this agreementwill beresolved by arbitration before a single arbitrator (who is a lawyer) inLewiston, Maine, in accordance withthe Arbitration Rules ofthe American Health Lawyers Association Alternative Dispute Resolution Service, subjectto the remaining rules ofthis paragraph

....



### IThe 2014 Employment Agreementbecame effective onApril 6, 2015, when Dr. Newman began working as a full-time employee ofSt. Mary's. (Laplante Aff. 

## ,r 6.) The agreement had a one-year te1m andrenewed automatically on a yearly basis. (Laplante Aff. 

## ,r 7.) On or about September 24, 2018, Dr. Newman signed a new Full Time Physician Employment Agreement with St. Mary's. (Laplante Aff. 

## ,r 8; Laplante Aff. Ex. 2.) The 2018 Employment Agreement also contained an arbitration clause with substantially similar language to the 2015 Employment Agreement: 8.14 Dispute Resolution. The Paities agree to make a good faith attempt to resolve informally any controversy, dispute, or claim that may arise out ofor relate to this Agreement. Failing such informal resolution, all controversies, disputes, or claims arising out ofor relating to this Agreement will beresolved in arbitration before a single arbitrator (who is a lawyer) in Lewiston, Maine in accordance withthe Arbitration Rules ofthe American HealthLawyers Association Alternative Dispute Resolution Service, subjectto the remaining terms ofthis Section 8.15. (Laplante Aff. Ex. 2

## ,r 8.14.) The 2018 Employment Agreement begari a one-year term on January 1, 2019, whichrenewed automatically from year to year. (Laplante Aff. 

## ,r,r 10-11.) The 2018 Employment Agreement also provides that either party may terminate the agreement without cause. (Laplante Aff. Ex. 2

## ,r 6.3.) On or about June 25, 2021, St. Mary'sprovided Dr. Newman with written notice thatit

was terminating the 2018 EmploymentAgreement on October 29, 2021. (Laplarite Aff. 

## ,r 12.) St. Mary'sterminated Dr. Newman's employmenteffective October 29. (Laplante Aff. 

## ,r 13.) On or about December 8, 2021, the Maine Human Rights Commission sent St. Mary's Health System a copy ofa complaint filed by Dr. Newmanwith the Commission against it. (Laplante Aff. 

## ,r 14.) The complaint alleged a claim against St. Mary's Health System for a violation ofDr. Newman's rights underthe Maine Whistleblower Protection Actbased on alleged retaliation for protected whistleblower activity.

2Standard "Maine has a broadpresumption favoring substantive arbitrability." Roosa v. Tillotson, 1997 ME 121,

## ,r 3,695 A.2d 1196. This requires a finding that a dispute has been subjected to arbitration if"(1) the parties have generally agreed to arbitrate disputes, and (2) the party seeking arbitrationpresents a claim that, onits face, is governedby the arbitration agreement." 

### VI.P., Inc., 2001 ME 73,

## ,r 4, 770 A.2d 95 (quotation omitted). In other words, the court must find a dispute arbitrable "unless it may be said withpositive assurance thatthe arbitration clause is not susceptible ofan interpretationthat covers the asserted dispute. Doubts should be resolved in favor ofcoverage." Id General rules ofcontract interpretation apply. Id 

## ,r 3. "[T]he language ofthe FAA and the MUAA are substantially similar" and Maine courts may use case law interpreting the FAA to guide their interpretation ofthe MUAA's similar provisions. HL I LLCv. Riverwalk, LLC, 2011 ME 29,

## ,r 22, 15 A.3d 725. Discussion Defendants have movedto compel arbitration ofDr. Newman's complaintpursuantto the arbitration clauses in both ofDr. Newman's employment agreements.( Defendants argue that both the Federal ArbitrationAct and the Maine Uniform Arbitration Act require the courtto compel arbitration. Dr. Newman argues thatthe court shouldnot compel arbitration, as he argues that he did not agree to arbitrate statutory retaliation claims. Dr. Newman argues thatthe arbitration clause in the Employment Agreement is limited in scope and does not apply to his whistleblower retaliation claim. Dr. Newman does not dispute thatthe 2018 EmploymentAgreement contains a valid arbitration clause. Dr. Newman argues

1Dr. Newman argues that only the 2018 EmploymentAgreement should apply to his claim. Regardless, as he correctly points out, the arbitration clauses in the 2015 and 2018 Employment agreements are nearly identical, and have no differences that would berelevant to deciding this motion. 3thatbecause his whistleblower retaliation claim is based on a statut01y right, it does not arise out ofhis 2018 Employment Agreement with defendants. The arbitration clause in question is undoubtedly a general agreement to arbitrate disputes under the EmploymentAgreement. Therefore, the question before the court is whether Dr. Newman's whistleblower retaliation claim is "a claimthat, on its face, is governed by the arbitration agreement." V.IP., Inc., 2001 ME 73,**~** 4, 770 A.2d 95. The arbitration clause states that "all controversies, disputes, or claims arising out ofor relating to this Agreement" are arbitrable. The Law Coutt has interpreted the phrase "arising out of' broadly and has cited with approval interpretation ofthe phrase "arising out of' as meaning "originating from, growing out of, flowing from, incidentto or having connection with."AcadiaIns. v. Vt. Mut. Ins. Co., 2004 ME 121,**~** 8, 860 A.2d 390. "[A]ninjury arises out ofemploymentwhen, in some proximate way, ithas its origin, its source, or its cause in the employment." Id Contrary to Dr. Newman's argument, the overwhelming weight ofauthority holds that discrimination claims are arbitrable under general agreements to arbitrate disputes arising out of employment agreements. The fact thatthese claims are statutory in origin does not take them outside the scope ofthe arbitration clause. TheU.S. Supreme Courthas held that state statutory claims ofdiscrimination are arbitrable under general agreements to arbitrate employment disputes. See Circuit City Stores, Inc. v. Adams, 532 U.S. 105 (2001). TitleVII and ADA claims

are also arbitrable. Soto-Fonalledas v. Ritz-Carlton, 640 F.3d 471,476 (1st Cir. 2011). Dr. Newman's claim is thathe was terminated in retaliation for concerns he raised about patient care during the course ofhis employment with St. Mary's. Dr. Newman's concerns were therefore entirely related to conditions inthe workplace and arose during performance ofhisjob duties. The retaliationhe allegedly suffered as aresult was atermination ofhis employment,

4which arose from his Employment Agreement with St. Mary's. This complaint arises out ofthe Employment Agreement and is covered by the arbitration clause. 2 The cases that Dr. Newman cites in opposition are not onpoint. The first case, Combined Energies v. CCI, Inc., 514 F.3d 168, 171 (Ist Cir. 2008), concerned a primary contractor's attempt to use an arbitration clause in a "Purchase Order Agreement," which defined the standard terms and conditions applicable to the subcontractor and primary contractor's performance ofa contract for the U.S. Navy, to force the subcontractor to arbitrate disputes based on conduct allegedly designed to destroy the subcontractor's business by "preventing [the subcontractor] from performing its obligations under existing contracts, preventing [the subcontractor] from obtaining new contracts, damaging [the subcontractor's] good reputation, and filching [the subcontractor's] entire workforce." 

### Id. at 170. The arbitration clause at issue

was worded similarly to the one in this case, statingthatthe parties agreed to arbitrate all "claims, disputes andmatters in question arising out of, or relating to, this POA." 

### Id. at 172. The !stCircuit concluded thatthe conduct at issue was unrelatedto the patties' relationship governed by the agreement with an arbitration clause, because there was no evidence thatthe dispute had anything to do with eitherparty'sperformance ofthe work governedby the contract. The second case, Kapothanasis v. Kapothanasis, 2020 Me. Super. LEXIS 121 (Dec. 15, 2020), concerned a dispute between the only two shareholders in a closely held corporation. Both parties had signed a Shareholder Agreement which contained an arbitration clause that applied to any disputes arising out ofthat agreement. The Superior Comt declined to compel arbitration on certain counts ofthat complaintbecause much ofthe tortious conduct alleged was based on

2 Dr. Newmaninvites the court to adopt the public policy rationale used by the Massachusetts Supreme Judicial Court to require any agreement to submit statutory discrimination claims to arbitration to be stated in "clear and unmistakable terms." Warfieldv. Beth Israel Deaconess Med Ctr., 454 Mass. 390,398 (2009). The court declines to do so. 

### 5misappropriation ofcompany property, harassment, and other types ofworkplace misconduct. The Shareholder Agreement did not cover the patties' workplace conduct, so the arbitration clause did not apply. Dr. Newman is correct that CombinedEnergies andKapothanasis both stand for the principle thatwhile arbitration clauses mustbe given a broad interpretation, they are still limited by their terms. The key point inboth cases is that the arbitration clauses were limited to the relationship arising out ofthe agreement, and the conduct at issue did not occur within the context ofthat relationship. Inthis case, the arbitration clause in question is contained within Dr. Newman'sEmploymentAgreement with St. Maty's, and all ofthe salient conducttookplace within the context ofhis employment with St. Maty's. The patties' general agreement to arbitrate any disputes arising outofthe Employment Agreement covers this dispute. The dispute is arbitrable. The matter shall be stayedpending resolution ofthe arbitration proceedings. The entry is Defendants St. Mary's Regional Medical Center, St. Mary's Health System and CovenantHealth, Inc.'sMotion to Compel Arbitration is GRANTED. This matter is hereby STAYED pendingthe results ofthe arbitration proceedings betweenthe parties. The Clerk is directed to enterthis order into the docket ..•..--·'············ reference pursuantto M.R.Civ.P. 79(a). 

# m/.A -~ Date: ~".'°2023 LHafold Stewart, II Justice, Superior Court



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