DETROIT — Fiat Chrysler Automobiles this month outlined a list of reasons why sales chief Reid Bigland doesn’t merit whistleblower protections, with the added request to transfer his pay dispute to private arbitration in Delaware.
But Bigland’s legal team has bitten back.
In court records filed last week, Bigland’s lawyer, Deborah Gordon, claimed that the sales chief never agreed to resolve his claim through an arbitration agreement in an ancillary stock agreement, as FCA purports. Bigland, 52, claims his compensation was slashed 90 percent in retaliation for his participation in a U.S. Securities and Exchange Commission investigation into the company’s sales reporting and his decision to sell his FCA stock.
Gordon additionally requested the court reject FCA’s motion to transfer the unusual public dispute to private arbitration in Delaware. Bigland continues to be employed by FCA and has remained active as the head of U.S. sales. He also has global responsibility for Ram and is CEO of FCA Canada.
To support her request, Gordon attached a copy of FCA’s employment contract, dated from 2016, signed by Bigland and then-human resources director Michael Keegan.
Bigland’s lawyer contends the employment agreement is the controlling contract in the pay dispute. She argues the employment agreement, signed two years after issuance of the stock agreements, became the complete agreement and understanding among the parties and supersedes and preempts any prior agreements or representations. Gordon also says Bigland did not even sign any of the stock agreements.
FCA’s “intent underlying an unambiguous contract, like those presented here, is established solely based on its plain language,” Gordon said.
Bigland’s employee contract says his compensation includes his salary and bonus and benefits provided under other plans, such as those under stock agreements, according to the lawsuit. A copy of his contract, which was attached to the suit, says the agreement is “intended to be in lieu of any other cash severance benefits provided under any plan of the FCA Group.”
Additionally, the contract states “the construction, validity and interpretation of this agreement will be governed and construed in accordance with the internal laws of Michigan, without giving effect to any choice of law or conflict of law provision or rule that may cause the application of the laws of any other jurisdiction.”
Pointing the fingers
The automaker has argued for the transfer or dismissal of the case because there are “valid” forum selection clauses in the stock agreements that point to Delaware as the exclusive jurisdiction.
Additionally, FCA claims there are no public interest factors that should prevent the case from going to arbitration.
The stock agreements are composed of an equity incentive plan that became effective in October 2014 as well as two other stock agreements that became effective in June 2015. All three stock agreements include virtually identical arbitration and forum selection clauses.
But Bigland’s case doesn’t arise out of, or in relation to, the stock agreements, Gordon said, and the employment agreement is “undisputedbly valid.”
Bigland “is entitled to his earned stock payout and bonus, which under the employment agreement constitute benefits on a basis consistent with those provided generally to other members of the [Group Executive Council] in the same country of employment,” she said.
Gordon told Automotive News on Thursday that Bigland’s employment agreement does not allow for arbitration and provides that the case should be decided under Michigan law.
“This is a classic employment [discrimination] case,” she said.
Meanwhile, an FCA spokesman told Automotive News that incentive compensation for corporate officers is subject to board-level evaluation and determination.
“His eligibility for incentive compensation — like that of all corporate officers — is subject to a determination by the board of directors’ compensation committee that he has satisfied the applicable company and personal performance conditions,” he said. “Mr. Bigland’s eligibility for his award remains subject to that determination and completion of a board-level evaluation of issues that are the subject of governmental investigations, as previously disclosed by FCA, in which FCA continues to cooperate. Beyond that, it would be inappropriate to comment on ongoing litigation or internal compensation processes at this time.”