United States District Court, E.D. Tennessee
A. VARLAN CHIEF UNITED STATES DISTRICT JUDGE
civil action is before the Court on defendants' Motion
for Partial Summary Judgment [Doc. 36] and Motion to Dismiss
[Doc. 38], the latter of which the Court converted to a
motion for summary judgment under Federal Rule of Civil
Procedure 12(d) because defendants attached and relied upon
an exhibit [Doc. 46]. Plaintiff, proceeding pro se,
responded in opposition to these motions [Docs. 42-43].
Defendants then filed replies [Docs. 44-45], to which
plaintiff responded yet again [Doc. 47]. Defendant's
motions are thus fully briefed and ready for disposition. For
the reasons stated below, the Court will grant
defendants' motions for summary judgment.
case concerns allegations of unpaid overtime wages under the
federal Fair Labor Standards Act (the “FLSA”), 29
U.S.C. §§ 201-19, along with various other civil
wrongs. Plaintiff Salim Hajiani alleges that defendants
employed him in their gas-station convenience store from
approximately October 10, 2011, to January 10, 2012 [Doc. 1
¶¶ 12-13]. The store is owned by defendant ESHA
USA, Inc. (“ESHA”), a Tennessee corporation, and
plaintiff alleges that defendants Sameer Ramjee and Jamaludin
Sayani own ESHA and control its operations [Id.
¶¶ 2, 25-28]. Plaintiff asserts that he routinely
worked over forty hours per week as a cashier, but did not
receive overtime pay for this work [Id. ¶¶
15-16]. Plaintiff further alleges that he regularly sold
goods moving in interstate commerce as part of his work
[Id. ¶¶ 17-21]. Plaintiff submits that
Ramjee and Sayani supervised and controlled his work schedule
and activities [Id. ¶¶ 30-33].
addition, plaintiff alleges that, after some time passed, he
began to demand payment of unpaid regular and overtime wages
from defendants [Id. ¶¶ 38-39]. Plaintiff
claims that defendants terminated his employment on January
10, 2012, in retaliation for making these demands
[Id. ¶ 40]. Further, plaintiff asserts that
Ramjee and Sayani made derogatory remarks to other potential
employers who called for a reference-specifically, that
plaintiff was a “bad worker” who would sue
them-and that these remarks have made it difficult for
plaintiff to find other work [Id. ¶¶
41-42]. Plaintiff also asserts that defendants denied him the
rest and meal breaks mandated by Tennessee law and required
him to live nearby and stay on-call from 6:00 a.m. to
midnight, every day [Id. ¶¶ 32-54].
Plaintiff alleges that he generally worked five to six days
per week [Id. ¶ 55].
parties concede that they entered into a Confidential
Settlement Agreement and Release (the “Settlement
Agreement”) relating to some or all of plaintiffs'
allegations in February 2012 [See Doc. 38 p. 2; Doc.
43 p. 1]. Plaintiff was then represented by counsel, though
he has represented himself in this litigation [Doc. 44 p. 2].
One provision of the Settlement Agreement provides as
Hajiani hereby releases and forever discharges ESHA USA, Inc.
and RAMJEE, their agents, employees, insurers, predecessors,
successors, assigns, and all other persons or entities in any
way related to or affiliated with ESHA USA, Inc. and RAMJEE
of and from any and all complaints, claims, demands, causes
of action, obligations, damages or any other fault or
liability, in contract, by statute, or in tort, however,
described, whether or not now known, suspected, or claimed,
direct or indirect, which Hajiani has had, currently has or
may have against ESHA USA, Inc. and RAMJEE arising from the
payment of wages, including overtime wages, and all claims
asserted or which could have been asserted under the FLSA.
[Doc. 37-1 ¶ 3]. Defendants argue that this Settlement
Agreement should be dispositive of this action [Doc. 37 p. 2;
Doc. 38 p. 2]. Plaintiff concedes that he signed the
Settlement Agreement, but contends that this agreement did
not fully compensate him for the violations of federal and
state law defendants committed, and thus did not constitute a
total release of his claims against them [Doc. 43 p. 1].
December 22, 2014, plaintiff filed a complaint against
defendants in this Court, seeking monetary relief for failure
to pay overtime wages in violation of the FLSA, retaliatory
discharge, defamation, unjust enrichment, breach of contract,
and other theories [Doc. 1]. After various
case-administration and discovery disputes, defendants filed
a motion for partial summary judgment and accompanying
memorandum of law on May 4, 2017 [Docs. 36-37]. That same
day, defendants filed a motion to dismiss, to which they
attached an exhibit-a copy of the Settlement Agreement
discussed above [Docs. 38, 38-1]. Plaintiff filed responses
to these motions on July 19, 2017 [Docs. 42-43], to which
defendants then replied [Docs. 44-45].
on July 26, 2017, the Court entered an order providing notice
to the parties that, because defendants had attached an
exhibit to their motion to dismiss and relied upon it therein
[Docs. 38, 38-1], the Court would treat this motion as one
for summary judgment pursuant to Federal Rule of Civil
Procedure 12(d) [Doc. 46]. In compliance with Sixth Circuit
case law, see, e.g., Bruce v. Corr. Med. Servs.,
Inc., 389 F. App'x 462, 465 (6th Cir. 2010), the
Court permitted the parties fourteen days from entry of that
order to file any additional materials pertinent to the
resolution of defendants' motion [Doc. 46 p. 2].
Plaintiff filed a short additional response on August 11,
2017 [Doc. 47], but the parties have not otherwise filed any
supplemental materials pertaining to defendants'
dispositive motions. Thus, the Court will resolve
defendants' motions-treating both as motions for summary
judgment-on the record as it currently stands.
Standard of Review
Summary judgment under Federal Rule of Civil Procedure 56 is
proper “if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed.R.Civ.P. 56(a). The
moving party bears the burden of establishing that no genuine
issues of material fact exist. Celotex Corp. v.
Catrett, 477 U.S. 317, 330 n.2 (1986); Moore v.
Philip Morris Cos., 8 F.3d 335, 339 (6th Cir. 1993). All
facts and inferences to be drawn from the record before the
Court must be viewed in the light most favorable to the
nonmoving party. Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986); Burchett v.
Kiefer, 301 F.3d 937, 942 (6th Cir. 2002).
“[o]nce the moving party presents evidence sufficient
to support a motion under Rule 56, the nonmoving party is not
entitled to a trial merely on the basis of
allegations.” Curtis Through Curtis v. Universal
Match Corp., 778 F.Supp. 1421, 1423 (E.D. Tenn. 1991)
(citing Celotex, 477 U.S. at 317). To establish a
genuine issue as to the existence of a particular element,
the nonmoving party must point to evidence in the record upon
which a reasonable finder of fact could find in its favor.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). The genuine issue must also be material; that is, it
must involve facts that might affect the outcome of the suit
under the governing law. Id.
Court's function at the point of summary judgment is
limited to determining whether sufficient evidence has been
presented to make the issue of fact a proper question for the
factfinder. Id. at 250. The Court does not weigh the
evidence or determine the truth of the matter. Id.
at 249. Nor does the Court search the record “to
establish that it is bereft of a genuine issue of material
fact.” Street v. J.C. Bradford & Co., 886
F.2d 1472, 1479- 80 (6th Cir. 1989). Thus, “the inquiry
performed is the threshold inquiry of determining whether
there is a need for a trial-whether, in other words, there
are any genuine factual issues that properly can be resolved
only by a finder of fact because they may reasonably be
resolved in favor of either party.” Anderson,
477 U.S. at 250.
have raised various arguments as to why they are entitled to
judgment as a matter of law under Federal Rule of Civil
Procedure 56 on plaintiff's claims against them [Docs.
36-38, 44-45]. The Court will address each of these
arguments, along with plaintiff's responses [Docs. 42-43,
47], in turn. As explained below, the Court finds that
defendants are entitled to summary judgment on all seven of
The Settlement Agreement
defendants argue that Counts I, II, IV, and V of the
complaint-those arising under the FLSA-are barred because
plaintiff released these claims in the Settlement Agreement
[Doc. 37 p. 2; Doc. 38 p. 2]. Defendants assert it is
undisputed that plaintiff expressly agreed to release all of
his claims “in contract, by statute, or in tort, . . .
arising from the payment of wages, including overtime wages,
and all claims asserted or which could have been asserted
under the FLSA” [Doc. 37 p. 2; Doc. 37-1 ¶ 3].
Thus, defendants submit that there is no “genuine
dispute as to any material fact” regarding their
“entitle[ment] to judgment as a matter of law” on
these claims. Fed.R.Civ.P. 56(a).
responds that, although he did enter into the Settlement
Agreement, he “was not fully compensated for his
claims. Plaintiff was paid just $5350.00 (which included
attorney fees)” [Doc. 42-1 p. 2]. Plaintiff asserts
that, because this figure does not cover all of his FLSA
claims, the release “should be deemed null and void at
this stage” [Id.]. In a later brief, plaintiff
further explains that the Settlement Agreement compensated
him only for his regular-time work and corresponding overtime
wages-not his on-call time, corresponding overtime wages, or
his other claims [Doc. 47 p. 1]. Plaintiff alleges that
defense counsel originally drafted an agreement broadly
releasing all of plaintiff's claims, but that plaintiff
refused to sign that version and the current language was
adopted instead [Id. at 1-2]. Defendants respond
that plaintiff's claim that the Settlement Agreement
should be deemed null and void is untenable because plaintiff
did not raise this argument in his complaint [Doc. 44 pp.
the Court to consider only the arguments described above, the
Court would be inclined to agree with defendants that
plaintiff released Counts I, II, IV, and V in the Settlement
Agreement. “A settlement agreement is a type of
contract and is governed ‘by reference to state
substantive law governing contracts generally.'”
Cogent Solutions Grp., LLC v. Hyalogic, LLC, 712
F.3d 305, 309 (6th Cir. 2013) (quoting Bamerilease
Capital Corp. v. Nearburg, 958 F.2d 150, 152 (6th Cir.
1992)). Under Tennessee law,  ordinary principles of contract
law “govern disputes concerning the formation,
construction, and enforceability” of settlement
agreements. Waddle v. Elrod, 367 S.W.3d 217, 222
(Tenn. 2012). Accordingly, “[t]he literal meaning of
the contract language controls if the language is clear and
unambiguous.” Dick Broad. Co. v. Oak Ridge FM,
Inc., 395 S.W.3d 653, 659 (Tenn. 2013); accord 84
Lumber Co. v. Smith, 356 S.W.3d 380, 383 (Tenn. 2011)
(“The intention of the parties is based on the ordinary
meaning of the language contained within the four corners of
contrary to plaintiff's reading, the Settlement Agreement
released all of plaintiff's “complaints, claims,
demands, causes of action, obligations, damages or any other
fault or liability” against defendants “arising
from the payment of wages, including overtime wages,
and all claims asserted or which could have been
asserted under the FLSA” [Doc. 37-1 ¶ 3 (emphasis
added)]. Thus, the agreement purports to release all claims
arising from the payment of wages-whether or not rooted in
the FLSA-and is not limited to wages for “regular time,
” as opposed to “on call time” [Doc. 47 p.
1]. Moreover, permitting plaintiff to now claim that the
compensation he received under the bargained-for terms of the
Settlement Agreement was insufficient would undermine the
purpose of the agreement and defendants' reasonable
expectations in executing it. See Lopez v. Taylor,
195 S.W.3d 627, 632 (Tenn. Ct. App. 2005) (noting that a
central purpose of contract law is to “protect the
parties' reasonable expectations and their right to
receive the benefits of the agreement they entered
that is not the end of the analysis. In reviewing pertinent
FLSA case law, the Court has determined that a critical
question concerning the Settlement Agreement's
enforceability remains unresolved. The parties have not
briefed or even mentioned this issue-i.e., whether the
Settlement Agreement is void under the FLSA, as discussed
further below. The Court is, however, mindful of its duty to
“liberally construe the briefs of pro se
litigants and apply less stringent standards to parties
proceeding pro se than to parties represented by
counsel.” Bouyer v. Simon, 22 F. App'x
611, 612 (6th Cir. 2001). Given plaintiff's pro
se argument that the Settlement Agreement is “null
and void” [Doc. 42-1 p. 2], as well as the significant
concerns of federal public policy implicated here, the Court
finds it appropriate to consider this issue at this time.
FLSA requires employers engaged in interstate commerce to
provide overtime compensation, at a rate of at least
one-and-a-half times the normal pay rate, to covered
employees who work more than forty hours in a week. 29 U.S.C.
§ 207(a)(1). Employers who violate this duty are liable
for both the unpaid overtime wages and statutory liquidated
damages. Id. § 216(b). Congress adopted the
FLSA out of “recognition of the fact that due to the
unequal bargaining power as between employer and employee,
certain segments of the population required federal
compulsory legislation to prevent private contracts on their
part which endangered national health and efficiency.”
Brooklyn Sav. Bank v. O'Neil, 324 U.S. 697, 706
(1945). Thus, as a general rule, “FLSA rights cannot be
abridged by contract or otherwise waived because this would
nullify the purposes of the statute and thwart the
legislative policies it was designed to effectuate.”
Craig v. Bridges Bros. Trucking LLC, 823 F.3d 382,
388 (6th Cir. 2016) (quoting Barrentine v. Ark.-Best
Freight Sys., Inc., 450 U.S. 728, 740 (1981)).
Specifically, permitting waiver of FLSA rights through
private bargaining would undermine ...