As noted before, former WWE employee Janel Grant filed a lawsuit this past January against TKO Executive Chairman Vince McMahon accusing McMahon of committing sex trafficking and sexual abuse towards her during her time in the company. McMahon and former WWE Head of Talent Relations John Laurinaitis recently filed motions requesting for Grant’s lawsuit to be moved to private arbitration and WWE is expected to officially do the same soon.
PWInsider’s Mike Johnson reported that McMahon’s attorneys filed a new memorandum on Tuesday before The United States District Court of Connecticut. In the filing, McMahon provided a “Statement of Material Facts” as part of McMahon’s legal team’s effort to support their side’s recent motion to compel the court to move the case to private arbitration.
DEFENDANT VINCENT K. McMAHON’S LOCAL RULE 56(a)(1) STATEMENT OF UNDISPUTED MATERIAL FACTS IN SUPPORT OF HIS MOTION TO COMPEL ARBITRATION
Pursuant to the Court’s May 8, 2024 Order Approving Stipulation re: Scheduling (Dkt. No. 49) and Rule 56 of the Local Rules of the United States District Court for the District of Connecticut, Defendant Vincent K. McMahon (“McMahon” or the “Defendant”), respectfully submits this Statement of Undisputed Material Facts in Support of His Motion to Compel Arbitration filed on April 23, 2024 (Dkt. No. 30). Defendant believes the material facts stated below are undisputed and conclusively resolve the forum dispute before the Court. Should the Court find it necessary to conduct a hearing on any issue, Defendant respectfully reserves his right to introduce additional evidence that bears on witness credibility, sophistication, state of mind, and similar issues.
1. Plaintiff Janel Grant (“Plaintiff”) and McMahon (collectively, the “Parties”) had a three-year relationship which ended in or about January 2022. (Defendant Vincent K. McMahon’s Declaration in Support of His Motion to Compel Arbitration Executed on April 18, 2024 (Dkt. No. 30-2 (“McMahon Decl.”)) ¶ 2.)
2. During their entire relationship, Plaintiff lived in the same luxury apartment building as Defendant. (Plaintiff’s Complaint (Dkt. No. 1 (“Compl.”)1 ¶ 2.)
3. When Plaintiff and Defendant’s relationship ended, they entered into a contract entitled Confidential Settlement Agreement, General Release and Covenant Not to Sue (the “Agreement” or “Agmt.”). (McMahon Decl. ¶ 2 & Ex. 1.)
4. Before the Parties involved their respective attorneys in the negotiation of the Agreement, Plaintiff herself negotiated the monetary compensation that Defendant would pay her under the Agreement from $1,000,000 (the amount initially offered by Defendant) to $3,000,000. (McMahon Decl. ¶ 3; Compl. ¶ 210.)
5. The Parties were represented by counsel in connection with the drafting and negotiation of the Agreement: Jonathan M. Shapiro of Aeton Law Partners LLP for Plaintiff, and Jerry S. McDevitt of K&L Gates for Defendant. (McMahon Decl. ¶ 4.)
6. On or about January 20, 2022, Defendant’s attorney sent a draft of the Agreement to Plaintiff’s attorney. (McMahon Decl. ¶ 4.)
7. On or about January 27, 2022, Plaintiff’s attorney sent a revised version of the draft Agreement to Defendant’s attorney proposing that the following language be inserted into the Agreement’s arbitration provision: “In the event of a claim of breach under this Agreement by any party that results in arbitration or any legal proceeding, the prevailing party, as determined by the tribunal or Court, shall recover from the non-party(ies) all of its resulting costs and attorneys fees.” (McMahon Decl. ¶ 5.)
8. Section X of the Agreement, in its entirety, states:
In the event of any dispute arising under or out of this Agreement, its construction, interpretation, application, performance or breach, the parties agree to first attempt to resolve such disputes informally and prior to taking any formal legal action to resolve such disputes. In the event any such dispute cannot be resolved informally, all parties hereto agree that the sole and exclusive legal method to resolve any and all disputes and/or controversies is to commence binding arbitration under the Federal Arbitration Act pursuant to the procedures of the American Arbitration Association and to do so by sealed proceedings which preserve the confidential and private nature of this Agreement. The parties agree to discuss the venue for any such arbitration proceeding if and when such a dispute arises which cannot be informally resolved; but in the event the parties cannot agree on a venue then the exclusive venue for any arbitration proceeding shall be in Stamford, Connecticut. The prevailing party, as determined by the arbitration tribunal, shall be entitled to recover from the non-prevailing party all of its attorney’s fees and costs. (McMahon Decl. Ex. 1 (Agmt.) § X.)
9. The Agreement further contains a provision pursuant to which Plaintiff agreed to keep the Agreement, and information about Defendant, confidential. (McMahon Decl. Ex. 1 (Agmt.) § I(A)-(D).)
10. The Agreement also contains a severability provision: “In the event that any provision of this Agreement is held to be void or unenforceable by an arbitration panel or court reviewing an arbitration decision, the remaining provisions shall nevertheless be binding provided, however, if any of the confidentiality obligations of this Agreement are ever contended to be unenforceable by Grant, or are found to be unenforceable by any tribunal, Grant agrees that she shall return all monies paid pursuant to this Agreement to McMahon.” (McMahon Decl. Ex. 1 (Agmt.) § IX.)
11. In the Agreement, Plaintiff acknowledged that “among the rights she is knowingly and voluntarily waiving by executing this Agreement is the right to bring or pursue any claims or causes of action against McMahon and/or WWE.” (McMahon Decl. Ex. 1 (Agmt.) § VII(B) (emphasis added).)
12. The Agreement provided that Plaintiff was to be paid $1,000,000 within ten (10) days of the execution of the Agreement and the remaining $2,000,000 in four equal installments of $500,000:
V. MONETARY CONSIDERATIONS TO GRANT
A. Upon execution of this Agreement by the parties, McMahon will pay the sum of One Million Dollars ($1,000,000.00) to Grant within ten (10) days of execution of this Agreement.
B. Provided all confidentiality obligations of Grant under this Agreement are complied with in ensuing years, McMahon will pay the following sums to Grant within ten (10) days of the dates listed below:
* February 1, 2023 – $500,000.00
* February 1, 2024 – $500,000.00
* February 1, 2025 – $500,000.00
* February 1, 2026 – $500,000.00In the event of any disclosure by Grant of the matters required to be kept confidential under this Agreement, McMahon shall have no obligation to make any payments set forth above which would otherwise become due on the dates indicated, and all monies previously paid to Grant pursuant to this Agreement shall be returned to McMahon in accordance with the terms of this Agreement.
(McMahon Decl. Ex. 1 (Agmt.) § V(A)-(B).)13. Finally, the Agreement states that by signing her name, Plaintiff “represents that she is able to read the language and to understand the meaning and effect “she has read and understands this Agreement and the effect of it,” and that “her attorney . . . has explained it to her.” (McMahon Decl. Ex. 1 (Agmt.) § VII(A).)
14. The Parties signed and dated the Agreement on January 28, 2022. (McMahon Decl. ¶ 6 & Ex. 1 (Agmt.) p. 6.)
15. Within ten (10) days of the Agreement’s execution, Defendant paid Plaintiff the first payment specified in Section V(A) of the Agreement in the amount of $1,000,000. (Compl. ¶¶ 222, 263.)
Following McMahon’s newest court filing, Grant’s attorney Ann Callis issued an official statement to Wrestlenomics’ Brandon Thurston. Callis stated:
“For any comment, see our original filing. We’re confident the truth is laid out well there.”
Besides McMahon, Johnson reported that WWE also filed a motion on Tuesday before The U.S. District Court of Connecticut joining McMahon in asking for the case to be moved to private arbitration. In their filing, WWE claimed that under the parameters of the NDA agreement that Grant signed, it is made clear that arbitration is the proper path for any legal issues.
WWE also claimed that Grant never attempted to approach the company nor enter into private arbitration before filing her lawsuit. WWE also claimed that all of the allegations made by Grant in her lawsuit against McMahon, Laurinaitis, and the company are not true.
Portion of WWE’s motion filing:
Plaintiff Janel Grant brings this action against Vincent K. McMahon, John Laurinaitis, and WWE alleging that, while employed at WWE, she was subjected to physical and emotional abuse, sexual assault, and sex trafficking by McMahon and Laurinaitis. WWE disputes Grant’s allegations. But, as a threshold matter, this dispute cannot be heard in court because Grant agreed to arbitrate her claims. WWE therefore moves to compel this action to arbitration.
Simply put, Grant has no claims actionable in this Court because the separation and non-disclosure agreement she signed with McMahon and WWE (the “Agreement”)—the monetary benefits of which she concededly accepted and retained—contains an arbitration provision that unambiguously precludes this Court from adjudicating her claims. In particular, Grant agreed that “the sole and exclusive legal method to resolve any and all disputes and/or controversies is to commence binding arbitration under the Federal Arbitration Act.” The language is clear and unconditional. Not only are Grant’s allegations squarely within the scope of the arbitration provision, but the Agreement also expressly commits to arbitration the issue of arbitrability itself. Accordingly, this Court should enforce the parties’ agreed-upon method of addressing Grant’s claims and compel this action to arbitration.
WWE disputes Grant’s allegations. But for purposes of this Motion only, we assume the truth of facts alleged in the Complaint. The Complaint also incorporates by reference and attaches the Agreement, dated January 28, 2022, between Grant, McMahon, and WWE.
Grant’s Employment with WWE. Grant alleges that she met McMahon in March 2019 and, soon after, McMahon promised her “a yet-to-be-determined role at WWE.” See Defendant World Wrestling Entertainment, LLC’s Local Rule 56(a)(1) Statement of Undisputed Material Facts in Support of its Motion to Compel Arbitration (“SUMF”), ¶ 1. McMahon and Grant began a sexual relationship in May 2019 and, on June 17, 2019, Grant began working in WWE’s legal department in an “entry-level position as an ‘administrator-coordinator’” with a starting salary of $75,000. SUMF ¶¶ 2, 3. On February 10, 2020, she was “temporarily relocated to the XFL workforce.” SUMF ¶ 3. “On or around January 25, 2021,” Grant was reassigned to support a high-ranking hire in WWE’s legal department. Id. In early March 2021, Grant was transferred to the Talent Relations department, where she worked as a director of operations and reported to the head of the department, John Laurinaitis. Id. Grant worked in Talent Relations for the remainder of her tenure at WWE.
The Agreement. According to the Complaint, in early January 2022, McMahon told Grant that his wife had found out about their relationship and threatened to divorce him. SUMF ¶ 4. McMahon allegedly told Grant that “if she left WWE and signed an NDA,” his wife would not leave him, and “Grant would avoid reputational harm.” Id. The Complaint claims that McMahon initially offered Grant $1 million in “exchange[] for the NDA.” SUMF ¶ 5. Grant allegedly told McMahon that $1 million was not enough, and McMahon ultimately agreed to pay Grant $3 million in installments. Id. On or about January 19, 2022, Grant retained counsel to help her navigate her separation from WWE and to negotiate the proposed NDA. SUMF ¶ 6. Grant’s counsel actively represented her interests during the course of the negotiations. SUMF ¶ 7. On January 28, 2022, McMahon and Grant executed the six-page Agreement, titled the “Confidential Settlement Agreement, General Release and Covenant Not to Sue.” SUMF ¶ 8. Grant and McMahon both signed the Agreement, with McMahon signing both on his own behalf and, in his capacity as Chairman, on behalf of WWE.
Relevant here, the Agreement contains the following provisions:
1. Grant’s Obligations: Resignation from WWE, Confidentiality, and NonDisparagement. Grant agreed to resign from her employment with WWE upon execution of the Agreement. SUMF ¶ 10. And in a section titled “Grant’s Consideration, Representation and Warranties to McMahon and WWE,” Grant agreed: (i) to keep confidential her relationship with McMahon and the existence and terms of the Agreement; and (ii) not to disparage McMahon or WWE. SUMF ¶ 11.
2. McMahon’s Payment Obligations. In exchange for Grant’s promise of confidentiality, McMahon assumed exclusive responsibility for paying Grant, in installments over a four-year period, a total of $3 million. SUMF ¶ 12. As the first installment, McMahon agreed to pay Grant $1 million within 10 days of execution of the Agreement. Id. McMahon committed to make further payments of $500,000 each year, on February 1, for the next four years, “[p]rovided all confidentiality obligations of Grant under this Agreement are complied with in ensuing years.” Id. However, “[i]n the event of any disclosure by Grant of the matters required to be kept confidential under this Agreement,” the Agreement provides that “all monies previously paid to Grant pursuant to this Agreement shall be returned to McMahon[.]” SUMF ¶ 13. In addition to monetary payments by McMahon, the Agreement provides, as “Additional Consideration to Grant,” that WWE will provide a “positive evaluation and recommendation to any . . . possible employer of Grant,” either via Laurinaitis or another WWE employee. SUMF ¶ 14.
3. Mutual Releases. The parties to the Agreement, including WWE, provided mutual releases of any and all potential claims related to Grant’s and McMahon’s relationship and Grant’s employment at WWE. SUMF ¶ 15.
Grant’s release language reads: Except for any rights under this Agreement, and as otherwise stated herein, Grant hereby agrees to release, remise and forever discharge, and by these presents does, for herself, her heirs, executors, and administrators, release, remise and forever discharge McMahon, WWE, and the present, former and future directors, officers, employees, agents and representatives of WWE personally and as directors, officers, employees, agents and representatives of WWE from all manner of action and actions, causes of action, sums of money, covenants, contracts, controversies, agreements, promises, damages, claims and demands whatsoever, in law or in equity, that she ever had, may have had, now has or that her heirs, executors or administrators can, shall or may have as a result of, or in connection with her employment relationship with WWE, the termination of that employment relationship, and/or any and all matters involved in her relationship with McMahon and/or other WWE personnel, and whether known or unknown, asserted or unasserted, suspected or unsuspected which she may have as a result of any act which has occurred at any time up to and including the date of her execution of this Agreement.
The Agreement also provides that Grant “will not cause, and has not caused, to be filed any legal actions, administrative proceeding s, arbitrations or charges of any nature whatsoever relating to McMahon or WWE concerning matters within the scope of this Agreement.” SUMF ¶ 17. Grant further “covenants and agrees that she will forever forbear from pursuing any legal proceedings (except if necessary to enforce this Agreement), and that she will not in any other way make any additional demand or claims against McMahon and/or WWE.”
For the avoidance of doubt, Grant specifically agreed—in a passage set apart in allcaps—that: BY SIGNING THIS AGREEMENT, GRANT ACKNOWLEDGES THAT SHE WILL HAVE WAIVED ANY RIGHT SHE MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIMS AGAINST MCMAHON AND/OR WWE, AND/OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES.
McMahon and WWE provided a reciprocal release to Grant: McMahon and WWE, individually and jointly, for and in consideration of the representations, warranties and covenants of Grant contained herein, hereby release and forever discharge Grant, her heirs, executors, administrators, successors and assigns from any and all disputes and causes of action, claims, demands, suits, damages, attorneys’ fees, expenses, debts, contracts, agreements, and any and all other claims of any other nature whatsoever against Grant whether known or unknown or whether asserted or unasserted from the beginning of time to the date of execution of this Agreement, which McMahon and/or WWE might have or could claim against Grant.
4. Agreement to Arbitrate.
The Agreement provides that any dispute between the parties must be resolved through informal discussion and, failing resolution, by arbitration. Specifically, the parties must first attempt to resolve their dispute informally:
In the event of any dispute arising under or out of this Agreement, its construction, interpretation, application, performance or breach, the parties agree to first attempt to resolve such disputes informally and prior to taking any formal legal action to resolve such disputes.
If the parties are unable to resolve their dispute informally, the matter must be adjudicated in arbitration, pursuant to the rules of the American Arbitration Association (“AAA”): In the event any such dispute cannot be resolved informally, all parties hereto agree that the sole and exclusive legal method to resolve any and all disputes and/or controversies is to commence binding arbitration under the Federal Arbitration Act pursuant to the procedures of the American Arbitration Association and to do so by sealed proceedings which preserve the confidential and private nature of this Agreement.
5. Severability.
If any part of the Agreement is found to be void or unenforceable, the Agreement’s severability provision provides that the remainder of the Agreement will remain in effect and enforceable: In the event that any provision of this Agreement is held to be void or unenforceable by any arbitration panel or court reviewing an arbitration decision, the remaining provisions shall nevertheless be binding provided, however, if any of the confidentiality obligations of this Agreement are ever contended to be unenforceable by Grant, or are found to be unenforceable by any tribunal, Grant agrees that she shall return all monies paid pursuant to this Agreement to McMahon.
The Agreement provided that Plaintiff was to be paid $1,000,000 within ten (10) days of the execution of the Agreement and the remaining $2,000,000 in four equal installments of $500,000:
6. Additional Representations.
Finally, Grant explicitly represented that “she is able to read the language and to understand the meaning and effect of this Agreement.” SUMF ¶ 23.
Moreover, Grant represented “that she has read and understands this Agreement and the effect of it and that her attorney, Mr. Jonathan Shapiro, has explained it to her.”
Post-Agreement Events. Following execution of the Agreement, and pursuant to its Section V, McMahon wired the initial payment of $1 million to Grant on February 4, 2022. McMahon also made additional payments not provided for in the Agreement. McMahon wired Grant $10,000 to cover her attorneys’ fees in connection with the Agreement, and paid for certain of her medical expenses until April 15, 2022,
On February 9 and 10, 2022, less than a week after receiving McMahon’s initial $1 million payment, Grant provided notice to Laurinaitis and WWE’s Human Resources department that she was leaving WWE.
On March 30, 2022, McMahon’s counsel notified Grant’s counsel of “an anonymous email about the relationship between Ms. Grant and McMahon and Laurinaitis.” Subsequently, in June and July 2022, various media stories were published “regarding the matter of McMahon’s multiple NDAs with various women.” Under the Agreement, McMahon’s second scheduled payment of $500,000 would have been due on February 1, 2023, on the condition that “all confidentiality obligations of Grant under this Agreement are complied with.”
Grant alleges that McMahon did not make this payment or any subsequent payment provided for under the Agreement’s payment schedule.
Without first notifying WWE or attempting to resolve the dispute informally or through arbitration, as required by Section X of the Agreement, Grant filed the Complaint on January 25, 2024 and initiated the present lawsuit.
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