Nakisha West began working for Rohm and Haas Chemical, LLC, a subsidiary of Dow Chemical Company, in November 2018. In March 2023, she was notified of a layoff scheduled for June 30, 2023. Upon her separation, she was presented with a Termination General Release as a condition for receiving severance benefits. The release stated that by signing, she would discharge the company from all claims arising from her employment, including those under federal and state anti-discrimination laws. West signed the document on July 1, 2023, though she later alleged she felt pressured to sign quickly. Afterward, she filed a lawsuit alleging racial discrimination, gender discrimination, retaliation, and a hostile work environment under 42 U.S.C. § 1981 and Michigan law. The district court granted summary judgment to the employer, concluding that the signed release barred all claims. West appealed, arguing the release was not knowing and voluntary and that it was an unconscionable adhesive contract.
The Sixth Circuit reviewed the district court's grant of summary judgment de novo. The central legal issue was whether the release agreement was valid under federal and Michigan law, which requires that a release of claims be 'knowingly and voluntarily' signed. The court applied a five-factor test to assess validity: (1) the plaintiff's experience, background, and education; (2) the time provided to consider the release and opportunity to consult counsel; (3) the clarity of the release terms; (4) the consideration provided; and (5) the totality of the circumstances. The court found that West, who held a master's degree, had sufficient education to understand the agreement. Regarding time, the release explicitly provided a forty-five-day review period and a seven-day revocation window, which the court deemed ample opportunity to consult an attorney, even if West did not utilize the full window. The terms were unambiguous, clearly stating that signing would discharge all claims under federal, state, and local laws. The consideration of severance benefits was deemed adequate, as the loss of such benefits is an accepted part of the bargaining process. Finally, the court addressed the 'totality of the circumstances,' rejecting West's claim of duress. The court noted that the employer had no obligation to explain the terms during the termination meeting and that West's signature created a strong presumption that she understood the contents. The court also held that West forfeited her arguments regarding unconscionability and adhesive contracts because she failed to raise them in the district court.
This decision reinforces that termination release agreements are enforceable even if the employee signs them shortly after termination, provided the agreement includes statutory review periods and clear language. Employers in the Sixth Circuit can rely on the standard forty-five-day review and seven-day revocation periods to validate releases. The ruling also serves as a warning to litigants that arguments regarding unconscionability or adhesive contracts must be raised at the district court level to avoid forfeiture on appeal. The case is remanded with instructions to enter judgment consistent with the affirmation, effectively ending the litigation.
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