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Equal Employment Opportunity Commission v. Halliburton Energy Services

United States District Court, S.D. Mississippi.

June 12, 2018

Equal Employment Opportunity Commission, Plaintiff,
Halliburton Energy Services, et al. Defendants.

          Before Carlton W. Reeves, District Judge


          Carlton W. Reeves United States District Judge

         In 2013, Jason Anderson filed a discrimination charge against Halliburton with the Equal Employment Opportunity Com-mission.[1] Anderson alleged that Halliburton violated federal anti-discrimination law and “ruined [his] career” by firing him because of his age and a knee-related disability.[2] Halliburton responded to the charge using the Commission's alternative dispute resolution program, leading to a mediation conference in February 2014.[3] Halliburton sent its Senior Employee Relations Representative, Rebecca Oliver, while Anderson attended without counsel.[4] The conference led to an Agreement drafted by Oliver and the Commission mediator, and signed by Anderson.[5] The Agreement required Halliburton to pay Anderson $40, 000 and, contingent on his passing pre-employment screening, rehire him as an employee with a $100, 000-a-year salary and duties comparable to those of Project Specialist Safeguard III.[6] In exchange for “the promises made” to rehire Anderson, the Commission agreed to terminate its investigation of Halliburton over Anderson's charge.[7]

         By September 2014, Halliburton had paid Anderson the lump sum, [8] but still had not hired him.[9] Nevertheless, Halliburton “notified the [Commission] that the company had satisfied its obligations under the [Agreement].”[10] In 2016, the Commission filed this suit, alleging that Halliburton's refusal to hire Anderson amounted to breach of contract.[11]

         This case is a straightforward one. The Commission said as much in 2016, when it summed up the basis for its suit in just two sentences: “Halliburton promised to rehire [Anderson] into a position subject to a successful employment screening. Despite [Anderson's] compliance with the terms of the settlement agreement, Halliburton has since failed to hire him for any position.”[12] Its initial pleadings reflect a similar clarity of purpose.[13] That purpose was clear because the Agreement was clear. Its few, simple terms stated Halliburton's obligations without any uncertainty.

         But, somewhere over the last two years, the parties lost the thread. After their odyssey of lengthy depositions, wasted resources, and unnecessary evidentiary disputes, Halliburton has moved for summary judgment.[14] In their briefings, the parties focus on doctors' judgments, overseas medical facilities, the motives of various actors, and other issues which stray away from the core question of this case: did Halliburton breach its uncomplicated duty to rehire Anderson?

         The Court's duty on this motion is to investigate that question on the evidence before it. These parties are familiar with the standard for summary judgment, which is appropriate when there is no “genuine dispute” of any “material fact.”[15]


         Did Halliburton Breach the Agreement?


         When a contract is “entered into pursuant to authority conferred by federal statute, ” as the Agreement was, “federal law controls the interpretation of the contract.”[16] That law “draws on the core principles of the common law of contracts that are in force in most states.”[17] Those principles state that, “[w]hen a contract is expressed in unambiguous language, its terms will be given their plain meaning”[18] - that is, their meaning in an “ordinary and popular sense.”[19] “A contract is ambiguous when its terms are subject to more than one reasonable inter-pretation.”[20]

         In searching the Agreement for ambiguity, the Court will note the language of other federal settlement agreements that include rehiring provisions. In many cases, that language merely requires an employer to rehire a person to “the first available position . . . comparable to the position . . . for which he was previously considered.”[21] Under such terms, an employer has “only agreed to hire . . . if and when a certain position opened up.”[22]

         The rehiring provision here, unlike those in other agreements, makes no reference to vacancies. The provision is as follows:

[Halliburton] agrees to rehire [Anderson] as a Project-Specialist Safeguard III; BC503-ESG or comparable position based on successful completion of pre-employ-ment screening. [Halliburton] agrees to pay [Anderson] the base salary of $100, 000 per year plus additional premium pay based on the country he is assigned to work.[23]

         These terms unambiguously required Halliburton to hire Anderson as an employee with a $100, 000-a-year salary and duties comparable to those of Project Specialist Safeguard III. The sole qualification on this duty was not the existence of a vacancy fitting the relevant job description, but rather Anderson's successful completion of pre-employment screening. If there was no appropriate vacancy, Halliburton was obliged to create one for Anderson to fill.

         Halliburton disagrees with this interpretation of the Agreement. It says the Agreement was merely required it to “offe[r] a position” to Anderson.[24] Federal law says this disagreement alone is “not enough to constitute ambiguity.”[25] It is not a reasonable interpretation of the Agreement, as it transforms the word “hire” into the word “offer.” Likewise, Halliburton's belief that the Agreement “didn't require us to create a position for [Anderson]” is unreasonable.[26] No. vacancy qualifier can be read into the rehiring provision; if the parties intended otherwise, the words “vacancy” or “first available position” would appear in the Agreement.

         Contrary to the Commission's argument, the Agreement is unambiguous, and its meaning is therefore a “question of law.”[27] The Court therefore need not consider any evidence beyond the “four corners of the contract.”[28] As a matter of law, then, the Agreement required Halliburton to hire Anderson if he passed pre-employment screening.

         The remaining question is one of fact: whether Anderson passed Halliburton's pre-employment screening. That screening consisted entirely of a medical clearance process.[29] Anderson began that process shortly after the parties signed the Agreement.[30] According to Halliburton, medical clearance is “based on the country or position that you are going into.”[31]The parties dispute whether Anderson obtained medical clearance for a particular position Halliburton offered him in Iraq - an offer that was revoked because of “the severity of Anderson's medical conditions and whether those conditions could be properly cared for in Iraq.”[32] However, Halliburton admits that Anderson was medically cleared to “work in a location that had Western-style medicine available for care.”[33]Therefore, it is undisputed that Anderson had passed the pre-employment screening for positions in countries with West- ern-style medicine. The Agreement thus obligated Halliburton to hire Anderson as an employee in one of these countries. The company's refusal to do so constitutes breach of contract.


         Is Halliburton Shielded From Liability?


         Halliburton hopes to escape liability through an apparent loophole in the Agreement: the absence of a hire-by date in the rehiring provision. Halliburton argues that this absence makes its obligation to hire Anderson one of “indefinite duration, ” which therefore could be terminated at any time.[34]Halliburton says any breach was, in fact, merely it terminating of the Agreement. If Halliburton is correct, it may avoid liability on a breach of contract claim - though the Commission will regain the right to sue it for discriminating against Anderson.

         However, Halliburton had no right to terminate the Agreement. A contract “may be terminated at the will of either party” when it is “indefinite in duration” and it “contemplates continuing performance.”[35] Contracts that contemplate continuing performance are those that offer constant exchanges, like money-for-electricity or salary-for-employment.[36] Here, the Agreement contemplates a single exchange: Halliburton hiring Anderson to gain the Commission's promise to not sue. True, the Agreement does not specify a timeframe for Halliburton to rehire Anderson. However, “when the parties to a contract agree to the scope of the work [to be] performed, but do not specify the time or duration for performance, [a court] may infer a reasonable time.”[37] Regardless of how many weeks or months constituted a reasonable time period for re-hiring Anderson, that period has long been eclipsed. The fact remains: Halliburton's refusal to rehire Anderson constitutes breach.

         Halliburton says that, even if it breached, two legal doctrines shield it from liability. The first is the doctrine of unclean hands, which “closes the doors of a court . . . to one tainted with inequitableness or bad faith relative to the matter in which he seeks relief.”[38] Halliburton says that, by failing to disclose multiple knee surgeries, back problems, significant pain issues, and PTSD on a March 2014 questionnaire submitted during medical clearance, Anderson acted in bad faith.[39]

         The evidence does not support Halliburton's position. Anderson's responses on the questionnaire - such as “osteoarthritis in knees and hip, ” “total knee replacement, ” “oxycodone 4 a day as needed for pain” - disclosed most of his relevant medical issues.[40] Furthermore, on the same day Anderson filled out the questionnaire, he told a doctor performing a medical clearance physical that he struggled with “several knee surgeries, ” significant pain, and back problems.[41] If Anderson failed to tell Halliburton about any of his medical conditions, there is no evidence he did so in bad faith. At worst, ...

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