United States District Court, D. South Carolina, Columbia Division
Jack W. Griffith, Plaintiff,
Ameriprise Financial Services, Inc., and Ameriprise Financial, Inc., Defendants.
TERRY L. WOOTEN, Chief District Judge.
Plaintiff Jack W. Griffith filed this action regarding a bonus payment dispute on November 4, 2014. Doc. #1. The same day, he filed a motion seeking a temporary restraining order ("TRO") to stay arbitration of the dispute before the American Arbitration Association ("AAA") until the Financial Industry Regulatory Authority ("FINRA") rules on whether to issue a permanent injunction in the matter. Doc. #4. Defendants Ameriprise Financial Services, Inc. and Ameriprise Financial, Inc. have filed a response opposing the motion. Doc. #18. Following briefing on the matter, the Court held a motions hearing on December 1, 2014. Doc. #20. At that time, the Court took the injunction matter under advisement. Id . The motion for TRO is now ripe for disposition, and for the reasons noted below, the Court finds that the motion should be denied.
According to the Complaint, Plaintiff was formerly employed by Ameriprise Financial Services, Inc. ("Ameriprise Services") as a Branch Office Manager and Financial Advisor from October 2008 through January 27, 2014. Doc. #1 at 1. Ameriprise Services is a subsidiary of Ameriprise Financial, Inc., ("Ameriprise Financial"), the party who filed for arbitration with AAA. See Doc. #1. At the conclusion of his employment with Ameriprise Services, Plaintiff received a bonus payout. Id . However, the parent company Ameriprise Financial maintains that after leaving Ameriprise Services, Plaintiff violated a non-compete provision entitling Ameriprise Financial to recoup at least a portion of the bonus payout. Id . As a result, Ameriprise Financial has filed a demand for arbitration with AAA. Id . Ameriprise Financial's subsidiary and Plaintiff's former employer, Ameriprise Services, is not a party to the AAA arbitration. Id . In his motion for a TRO, Plaintiff argues that Ameriprise Services is the only real party-in-interest to the bonus dispute. Doc. #4 at 6. Further, he asserts that because both he and Ameriprise Services are FINRA members, FINRA - not AAA - is the appropriate arbitration venue. Id . at 5-6. Thus, Plaintiff asks the Court to stay the AAA arbitration so that he can seek a ruling from FINRA on the appropriate venue. Id.
A temporary restraining order is governed by the same general standards that govern the issuance of a preliminary injunction. Hoechst Diafoil Co. v. Nan Ya Plastics Corp., 174 F.3d 411, 422 (4th Cir. 1999). As a form of preliminary injunctive relief, a temporary restraining order is an "extraordinary remedy" that is "never granted as of right." Winter v. Natural Res. Council, Inc., 555 U.S. 7, 24 (2008).
A plaintiff seeking injunctive relief must establish each of the following four elements: (1) the likelihood that the plaintiff will succeed on the merits; (2) the likelihood of irreparable harm to the plaintiff if the injunction is not granted; (3) that the balance of equities tips in the plaintiff's favor; and (4) that the injunction is in the public interest. Winter, 555 U.S. at 19-20; Real Truth About Obama, Inc. v. Fed. Election Comm'n, 575 F.3d 342, 346-47 (4th Cir. 2009), vacated on other grounds, 130 S.Ct. 2371 (2010), overruling Blackwelder Furniture Co. of Statesville v. Seilig Mfg. Co., 550 F.2d 189 (4th Cir. 1977). Each of the four elements must be satisfied before the Court enters preliminary injunctive relief. Real Truth, 575 F.3d at 347. Moreover, a plaintiff must demonstrate more than the mere "possibility" of irreparable harm because injunctive relief is an extraordinary remedy that may only be awarded upon a clear showing that plaintiff is entitled to such relief. See id. at 346 (citing Winter, 555 U.S. at 19-22).
1. Success on the Merits
In his memorandum in support of a TRO, Plaintiff seeks "to enjoin [the AAA] proceeding filed by Defendant Ameriprise Financial, Inc.... until [FINRA] determines whether a permanent injunction is appropriate...." Doc. #4 at 1. Thus, to satisfy the first element of the TRO standard, Plaintiff must show that he is likely to succeed in demonstrating that AAA arbitration is inappropriate and that FINRA has the jurisdiction to rule on a permanent injunction in the matter. For the reasons stated below, the Court finds that the Plaintiff has not satisfied this element.
As an initial matter, all parties agree that disputes regarding the bonus payout are governed by the LTIA, which was signed by the Plaintiff. See Docs. #1, 18. The LTIA states that it is "issued to employee financial advisors pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan and the 2008 Master Employment Inducement Equity Award Agreement..." ("2005 Plan" and "2008 Plan, " respectively). Doc. #18-4 at ¶ 1 (emphasis added). The 2005 Plan, in turn, explicitly provides for AAA arbitration: "[a]ny dispute, claim or controversy that may arise between a Participant and the Company or any other person... under the Plan is subject to arbitration... pursuant to the Commercial Dispute Resolution Procedures of the American Arbitration Association...." See Doc. 18-9 at ¶ 15.9. Thus, read together, the terms of the LTIA and 2005 Plan provide for the resolution of disputes in AAA arbitration. While the Plaintiff disputes whether the term "pursuant to" acts to incorporate the 2005 Plan, Plaintiff has not provided - nor has the Court seen - persuasive or conclusive authority on the matter. The American Century Dictionary defines "pursuant" as follows: "in accordance with." It is reasonable to conclude that "pursuant to" incorporates the 2005 plan. As a result, the 2005 Plan weighs against the Plaintiff's likelihood of success on the merits.
Second, even if, as the Plaintiff argues, the 2005 Plan is not incorporated into the LTIA, the LTIA on its own permits the "Company" to select the jurisdiction for disputes:
6. Choice of Forum. Any arbitration, litigation or other proceeding commenced by you or the Company for the purpose, in whole or in part, of enforcing the [LTIA] or the respective rights or obligations of you or the Company hereunder shall be commenced in accordance with the applicable arbitration policy, in the Federal or State courts of New York or in such other jurisdiction as the Company may reasonably select. "
Doc. #18-4 at ¶ 6 (emphasis added). The 2008 Plan signed by the Plaintiff and referenced in the LTIA contains an identical provision. Doc. #21-3 at ¶ 6. These provisions, Defendants argue, permit the Company - defined as Ameriprise Financial and its subsidiaries and affiliates (Docs. #18-4 at ¶ 1, 21-3 at ¶ 1) - to select the forum, whether it be in arbitration or ...