Labor & Employment Law Daily Wrap Up, CONTRACT CLAIMS—M.D. Fla.: Discharged cybersecurity employee knowingly and voluntarily signed release provision, (May 6, 2025)

By Kathleen Kapusta, J.D.

Despite several attempts to contact legal counsel, the employee did not speak with an attorney before signing the severance agreement.

Finding that the totality of circumstances showed a former detection architect employed by a cybersecurity company knowingly and voluntarily signed a severance agreement with a release provision that was presented to him on the day of his termination, a federal court in Florida granted summary judgment against his various discrimination and retaliation claims. Further, because the parol evidence rule barred the use of extrinsic evidence to interpret the release provision, his claim of rescission of the severance agreement based on a unilateral mistake also failed. Nor could he advance his claims for fraud in the inducement, negligent misrepresentation, or rescission based on mutual mistake (Allen v. ReliaQuest, LLC, No. 8:23-cv-0806-KKM-AEP (M.D. Fla. May 1, 2025)).

Release provision. The Native-American/African-American employee began working for the company as a detection architect in its detection operations team in November 2021 and was terminated in March 2022. On the same day he was fired, the company presented him with a severance agreement containing a release provision, which stated that he “hereby releases and forever discharges ReliaQuest from any and all claims, actions, demands, and causes of action... which [he] may have had, or may now have against ReliaQuest.”

The release allowed for “certain claims and relief with the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Security & Exchange Commission.” While the agreement also contained the word “covenant,” the company removed it after the employee explained that it went “against his religious beliefs.”

Before signing the agreement, the employee met with a senior VP who told him that “by signing the severance agreement, [he] would waive all claims against [ReliaQuest] except those protected by law such as racial discrimination claims which fell under EEOC [c]laims” and that the waiver provision “does not apply to any federal claims[,] such as with the EEOC or other federal labor rights.”

He was also told he could take seven days to review the agreement. Though he attempted on several occasions to contact an attorney, he did speak to one before signing. After signing the agreement, he received a severance payment and an additional month of healthcare benefits.

Lawsuit. He then sued the company, asserting Title VII claims for race and religious discrimination and retaliation along with claims for negligent misrepresentation, fraud in the inducement, and rescission of the severance agreement. The court previously found that the severance agreement contained a clear and unambiguous waiver but declined, at that time, to address whether the employee knowingly and voluntarily signed the release.

Knowing and voluntary. Looking at the totality of the circumstances here, the court now found that he did. Specifically, said the court, he had roughly five years of management experience at the time he signed the agreement so he had familiarity with business-related contracts; he took two weeks to review the agreement and the company, at his request, removed the word “covenant” from it; the release was clear and unambiguous; he contacted several attorneys; he received consideration in exchange for the release; and there was no evidence he was encouraged or discouraged from consulting an attorney.

Time. While the employee did not dispute that the release was clear and that he received consideration for signing it, he argued that there were “no facts which support a determination of the time that [he] spent considering the agreement before signing it” and that the court “has held that 21 days not 14 days is sufficient time.” But the question, said the court, is how much time he had to consider the agreement, not how he used the time. Further, the court explained, there is no “bright-line test for determining what is a sufficient amount of time.” Looking at the totality of the circumstances here, however, the court found the factors cut in favor of concluding that the release was knowing and voluntary.

Education. As to the employee’s contention that he never alleged he had received certain degrees, the court found no evidence to suggest he could not understand the release, especially considering he alleged he had five years of management experience and was “qualified to perform his job.”

Also rejected was his assertion that the senior VP’s statement that “he could sue after he signed and executed the Severance Agreement” was an attempt to discourage him from consulting an attorney. Not only did the agreement provide that he relied on, or had the opportunity to rely on, the advice of counsel, or that he had been given an opportunity to review it with counsel and chose not to do so, there was no evidence the company did or said anything to impede his ability to consult an attorney.

While the VP’s statement may have caused some confusion, claims of subjective misunderstanding, standing alone, cannot defeat an otherwise valid release, said the court, especially one that is clear and unambiguous as to its release of all future claims. Finally, the court observed, the employee’s admission he contacted several attorneys after the VP’s statement suggested the statement did not discourage him from seeking counsel. Thus, no reasonable jury could conclude, based on the totality of the circumstances, that the employee did not sign the release agreement knowingly and voluntarily.

Rescission based on unilateral mistake. The employee also asserted a claim of rescission of the severance agreement based on a unilateral mistake. In support, he relied on the senior VP’s statement. However, the court observed, because the release was clear and unambiguous, the parol evidence rule barred using extrinsic evidence to interpret it.

As to the employee’s claim based on a mutual mistake, the court found the VP’s statement did not expressly contradict the release’s exception for “claims and relief with the Equal Employment Opportunity Commission.” Further, his allegations did not show an agreement between him and the VP about the meaning of the release provision, but instead that the VP informed him about its meaning. Thus, the court reasoned, the employee failed to show “that a mistake of fact occurred in the transaction.”

Fraud. Regarding the employee’s fraud in the inducement claim, the court found he failed to show he justifiably relied on the VP’s statement in light of the unambiguous release provision. The VP’s statement that the release provision “does not apply to any federal claims such as with the EEOC or other federal labor rights” did not directly conflict with the release provision’s carveout for pursuing “claims and relief with the Equal Employment Opportunity Commission,” said the court. But even if it did, or the employee construed it to mean he could sue for whatever he wanted, the VP’s statement was “obviously false” when compared to the release provision.

The case is No. 8:23-cv-0806-KKM-AEP.

Judge: Mizelle, K.

Attorneys: Aaron Allen, pro se. Dean Adrian Kent (Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis) for ReliaQuest, LLC.

Companies: ReliaQuest, LLC

Cases: ContractClaims RemediesDamages Discrimination StateLawClaims TortClaims FloridaNews