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Schwartz v. Kelly Servs., Inc., 2024 Pa. Super. LEXIS 114, 2024 WL 1317062 (March 28, 2024) (Stabile, J.).

This interlocutory appeal concerns the scope of an Arbitration Agreement between Appellant, Kelly Services, Inc. (Kelly), and Nancy M. Schwartz (Schwartz). It is undisputed that Schwartz retained Kelly to help her find a new teaching position, and that the parties executed an Arbitration Agreement covering all claims relating to Schwartz’s “employment.” Schwartz later filed suit against Kelly, alleging that she was induced to quit her job so that she could begin a new one that never materialized. Kelly petitioned the Court of Common Pleas of Philadelphia County (trial court) to compel arbitration, but the petition was summarily denied because Schwartz’s new term of “employment” had never begun. Kelly appeals that ruling, and on review, we find that the ambiguity of the language in the Arbitration Agreement posed a question of fact that the trial court must resolve after considering extrinsic evidence on remand.

Claims Subject to Agreement. The “Covered Claims” under this Agreement shall include all common-law and statutory claims relating to my employment, including, but not limited to, any claim for breach of contract, unpaid wages, wrongful termination, and for violation of laws forbidding discrimination, harassment, and retaliation on the basis of race, color, religion, gender, age, national origin, disability, and any other protected status.

In the present case, we find it difficult (if not impossible) to apply the above rules of construction to the facts at hand because the record before us is inadequate. Schwartz alleged in her complaint that she retained Kelly to help obtain a new teaching position, and the parties entered a contract to that effect. However, the terms of such a contract appear nowhere in the record.

The only relevant document that does appear in the record, the Arbitration Agreement, vaguely alludes to Schwartz’s “employment,” the term now at the center of the parties’ dispute over the scope of “covered claims” that must be arbitrated. But the Arbitration Agreement does not convey, inter alia, the terms of employment of Schwartz by Kelly, Kelly’s services, how Kelly was to be compensated, or describe the process by which Schwartz would begin a new position. The absence of such information makes the document’s use of the term, “employment,” susceptible to each of the parties’ competing interpretations.