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Miriam Hayden and American v. Hartford Life Insurance Company and

December 8, 2010


The opinion of the court was delivered by: Brown, Chief Judge



This matter comes before the Court on Defendants' July 7, 2010 motion to dismiss Plaintiffs' complaint. (Doc. No. 5.) Plaintiffs have opposed the motion and the parties completed briefing on the issue on October 12, 2010. (Doc. Nos. 5-1, 9-3, 11.)*fn1

Defendants argue that Plaintiffs cannot allege violations of the New Jersey Law Against Discrimination ("NJLAD") and the New Jersey Conscientious Employee Protection Act ("NJ CEPA") because Plaintiffs' claims are not sufficiently connected with New Jersey to fall within the protection of those statutes. (Defs.' Br. at 16-22; Doc. No. 5-1.) Defendants also argue that the Court must dismiss or stay Plaintiffs' remaining claims because they are subject to an arbitration provision in her Producer Contract. (Defs.' Br. at 23-31.) For the reasons set forth below, this Court denies Defendants' motion to dismiss.


This is an employment discrimination case brought under the NJLAD and NJ CEPA for discrimination based upon gender. The complaint also alleges several claims that are related to the contracts that govern the alleged employment relationship. In their motion papers, both parties submit several certifications. To the extent that these present undisputedly authentic documents, the Court considers those documents; to the extent that they present factual evidence, the Court will not consider them.

A. Facts

1. Facts Relevant to Plaintiffs' Right to Avail Themselves of New Jersey's Statutory Employment Protection The factual allegations in the complaint together with facts present in indisputably authentic documents are these: The complaint alleges that Defendants Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company ("Defendants") have a place of business in New Jersey at 50 Millstone Rd. Bld. 300140, East Windsor, New Jersey. (Compl. at ¶1; Doc. No. 1-2.) The complaint states that Plaintiffs Miriam Hayden and her company American Mortgage Protection Insurance ("AMPI") have a principal place of business at 11 Pal Drive, Ocean, New Jersey. (Compl. at preamble; Doc. No. 1-2.) However, the undisputedly authentic documents attached to the motion to dismiss provide that while AMPI may have a place of business in New Jersey, AMPI's principal place of business is in Massachusetts. Both AMPI's New Jersey insurance listing and AMPI's incorporation certificate list its principal place of business as an address in Massachusetts. (Cerra Cert. at Ex. E; Doc. No. 5-2; Cerra Cert. at Exs. C, G; Doc. No. 5-2.) Thus, while Ms. Hayden may have had her principal employment in New Jersey, AMPI's principal place of business is in Massachusetts.

The complaint further alleges that Plaintiff was employed as a Field Marketing Director for the Defendants. (Compl. at ¶¶3, 6, 10; Doc. No. 1-2.)*fn2 Ms. Hayden's employment involved hiring General Agents, who oversaw producers who sold insurance policies to clients. (See Compl. at Ex. C. at §2; Doc. No. 1-2.) When Plaintiffs were involved in the sale of insurance policies, they were entitled to commissions. (See Compl. at Ex. A §5, Ex. C at §4; Doc. No. 1-2.) Under the contract, Defendants were required to pay Plaintiffs the commissions; however, Defendants had the right to charge Plaintiffs for the sales leads that they provided to Plaintiffs. (See Compl. at Ex. B; Doc. No. 1-2.)

The dispute between the parties began when Defendants allegedly "began to wrongfully withhold Ms. Hayden's commission . . . withheld lead inventories, unfairly charged lead lift offs for Ms. Hayden's female general agent (Lisa Dalton), and failed to notify Ms. Hayden and Lisa Dalton about the Field Marketing Director and General Agent Convention in San Diego, California." (Compl. at ¶ 10; Doc. No. 1-2.) After this action, Hayden sent several letters complaining about Defendants' treatment to Scott Dumbauld. However, in response to her letters, Defendants denied that they engaged in harassing or gender biased behavior and required Hayden to obtain authorization to purchase leads. (Id. at ¶¶13-16.) Defendants ultimately terminated Plaintiffs' employment. (Id.) Plaintiffs allege both gender-based disparate treatment and retaliatory discharge. Plaintiffs allege that Defendants terminated Hayden because she voiced her concerns about Defendants' wrongful conduct. (Id. at ¶¶17-24 (alleging a violation of NJ CEPA) and ¶¶30-36 (alleging violation of NJLAD).) Plaintiffs allege that Defendants' disparate treatment of Hayden was due in part to her gender and that it constituted sexual harassment and created a hostile work environment. (Id. at ¶¶25-29, 37-50 (alleging a violation of NJLAD).)

2. Facts Relevant to the Arbitration Provisions

There are three contracts involved in the complaint; one contains an arbitration provision but the other two do not. Two of the contracts formed the basis of the relationship between Plaintiffs and Defendants. The first was the Producer Contract, which has the following broad arbitration clause:

Any controversy or claim occurring under, relating to or in connection with any provisions of this Contract or the breach of such provisions, unless resolved by mutual agreement of the parties will be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date hereof by a Commercial Arbitration Tribunal appointed with those rules. . . . The place of arbitration will be Minneapolis Minnesota. (Compl. at Ex. A, ยง9; Doc. No. 1-2.) A series of subsequent contracts known as the Field Marketing Director Contracts are addendums to this contract, and, because they do not contravene the arbitration provision, the Producer Contract's arbitration provision also requires arbitration of their provisions. (See Compl. at Ex. C; Doc. No. 1-2.) The second contract, while related to the Producer Contract, is the Insurance Lead Contract. (Compl. at Ex. B; Doc. No. 1-2.) It governs Plaintiffs' purchase of insurance leads and does not contain an arbitration provision. (Compl. at Ex. B; Doc. No. 1-2.) A third contract, the Member Contract, governs the Plaintiffs' relationship with its ...

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