Tanya Allegra Mills v. Anadolu Agency Na, Inc .

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued October 6, 2023 Decided June 21, 2024
No. 22-7073
TANYA ALLEGRA M ILLS ,
APPELLANT
v.
ANADOLU A GENCY NA, I NC .,
APPELLEE
Appeal from the United States District Court
for the District of Columbia
(No. 1:19-cv-03061)
Omar Vincent Melehy argued the cause and filed the briefs
for appellant.
Brendan J. Klaproth argued the cause and filed the briefs
for appellee.
Before: P ILLARD and C HILDS , Circuit Judges, and
EDWARDS , Senior Circuit Judge.
Opinion for the Court filed by Circuit Judge P ILLARD.
P ILLARD, Circuit Judge: Tanya Mills sued broadcaster
Anadolu Agency under the D.C. Wage Payment and Collection

-- 1 of 22 --

2
Law. Mills alleges she worked as an Executive Producer in
Anadolu’s D.C. news bureau until she was terminated in July
2019. She claims that Anadolu unlawfully delayed the
payment of her final month’s wages and that it continues
unlawfully to withhold the value of her accrued but unused
leave. She seeks the withheld compensation and statutory
liquidated damages for the payment delays.
After Mills filed suit, Anadolu disclaimed ever having
employed her. Anadolu asserted that Mills was employed
solely by its parent company—headquartered in Ankara,
Turkey—which is not a party to this case. Anadolu moved to
dismiss Mills’s suit for lack of personal jurisdiction, arguing
that none of its contacts with the D.C. forum related to Mills’s
wage-payment claims. The district court agreed and dismissed
the case.
We reverse. To establish personal jurisdiction, Mills need
only allege facts sufficient to show Anadolu’s purposeful
contacts with the District of Columbia and a nexus between
those contacts and her claim under D.C.’s Wage Payment and
Collection Law. She readily clears that bar. Anadolu
concededly maintains a news bureau physically present in the
District of Columbia and staffed with on-site workers. As the
district court acknowledged, those facts establish the requisite
“minimum contacts” manifesting Anadolu’s deliberate
affiliation with the D.C. forum. And Mills’s allegations that
she earned the disputed wages working for Anadolu in its D.C.
bureau plead the requisite link between her wage claim and
Anadolu’s forum contacts. Anadolu cannot defeat personal
jurisdiction by arguing that Mills’s allegations fall short on the
merits; personal jurisdiction does not depend on the sufficiency
of Mills’s allegations to state a viable claim under the Wage
Law.

-- 2 of 22 --

3
Even so, we hold that Mills has adequately pled a joint-
employment relationship with Anadolu sufficient to survive its
motion to dismiss for failure to state a legal viable claim. We
also reject Anadolu’s alternative ground for dismissal based on
a forum-selection clause in an agreement Mills signed with
Anadolu’s Turkish parent company. Anadolu has not at this
stage met its burden to show that clause is applicable to Mills’s
claim against it.
We accordingly remand to the district court for further
proceedings.
BACKGROUND
Because the district court dismissed the complaint for
failure to plead facts sufficient to establish personal
jurisdiction, we assume the truth of facts plausibly alleged in
plaintiff’s amended complaint and draw all reasonable
inferences in her favor. See Urquhart-Bradley v. Mobley, 964
F.3d 36, 40 n.2 (D.C. Cir. 2020). “Doing so permits us to
establish governing propositions of law—a step that precedes
either party’s opportunity to obtain discovery and test the
evidence in the adversarial process.” Atchley v. Astrazeneca
UK Ltd., 22 F.4th 204, 210 (D.C. Cir. 2022).
A.
Defendant Anadolu Agency, NA, Inc., is a broadcasting
company headquartered in New York with an office in the
District of Columbia. It is a wholly owned subsidiary of
Anadolu Ajansi Turk A.S. (A.A. Turk), a Turkish news agency
based in Ankara, Turkey.
Tanya Mills is a resident of New Jersey who, when she
earned the disputed wages in 2019, was working at Anadolu’s
D.C. bureau. Mills was initially hired by A.A. Turk in 2018 to

-- 3 of 22 --

4
work as an executive producer in Ankara. She received a
signed offer letter stating the terms of her employment, which
she signed and returned. A.A. Turk brought her on board as an
Executive Producer at an annual salary of $131,000.00 (a gross
payment of $10,916.67 per month), plus a housing allowance,
healthcare coverage, travel expenses, school fees for minor
children, company phone, a relocation allowance, 20 days per
year of paid annual leave, plus additional compensatory leave
if she worked on holidays. A.A. Turk requested that Mills also
regularly sign “fixed-term consultancy agreement[s],” which it
told Mills would govern their working relationship pending her
receipt of a Turkish work visa. First Amended Complaint
(Compl.) ¶ 10 (J.A. 11). She signed new “consultancy
agreements” approximately every sixty days until the end of
her employment.
In January 2019, Mills returned to the United States for
personal reasons and, in March 2019, arranged to work as an
executive producer in the D.C. bureau of Anadolu, A.A. Turk’s
U.S.-based subsidiary. From then on, Mills worked for
Anadolu in the District of Columbia. She reported to a new
supervisor, Maxine Hughes, an executive producer employed
by Anadolu. When she worked in Anadolu’s D.C. bureau,
Mills kept the same job title, salary, and leave entitlements that
she had in Ankara. Anadolu provided Mills a workspace in its
D.C. office, and it issued her a company telephone, computer,
and key fob to access the bureau. Anadolu also controlled the
work Mills performed, setting Mills’s work hours, schedule,
and “the work rules that [she] was obligated to follow.”
Compl. ¶ 3 (J.A. 10). It was A.A. Turk, however, that paid
Mills’s salary and administered her employment benefits.
Compl. ¶ 2 (J.A. 9).
Mills’s time at Anadolu ended on July 29, 2019, when she
received an email from Mehmet Ali Sevgi, a manager in

-- 4 of 22 --

5
Anadolu’s D.C. bureau, informing her that her current contract,
due to expire on July 31, would not be renewed. Sevgi directed
Mills to vacate her office that day and not return to work for
the final two days of the existing contract.
Mills did not receive her last month’s wages until August
24, more than two weeks after she was terminated. As for her
unused leave, Mills had accrued twenty days of annual leave
and four days of compensatory leave for which she has yet to
be compensated. She claims Anadolu owes her a combined
total of $76,780.42 for unpaid wages and liquidated damages.
B.
Originally enacted by Congress in 1956 “[t]o provide for
the payment and collection of wages in the District of
Columbia,” the District of Columbia Wage Payment and
Collection Law (Wage Law) provides basic protections to
ensure that workers promptly receive payment for their work.
Pub. L. No. 84-953, 70 Stat. 976, 976 (1956).
The statute sets out minimum processes and deadlines
according to which employers in the District of Columbia must
pay their employees. As relevant here, when an employee is
discharged, the employer must pay all earned wages on or
before the next working day. D.C. Code § 32-1303(1). For
employees entitled to paid leave time, any accrued leave
unused as of the time of discharge is treated as wages. See
Jones v. Dist. Parking Mgmt. Co., 268 A.2d 860, 861-62 (D.C.
1970). An employer that fails to pay wages promptly following
an employee’s termination is liable to that employee for
liquidated damages equal to 10% of the unpaid wage amount
for each working day the payment is late, up to a maximum of
triple the amount of the delayed payment. See D.C. Code § 32-
1303(4). The Wage Law provides that any aggrieved employee
may bring a civil action against her employer to enforce these

-- 5 of 22 --

6
provisions, and it entitles prevailing employees to recover
“reasonable attorneys’ fees and costs.” Id. § 32-1308(a)(1)(A).
The requirements of the Wage Law are mandatory, and none
can be waived or set aside by agreement. See id. § 32-1305(a).
The Wage Law applies to virtually all private employment
arrangements in the District. The statute’s expansive reach
reflects the lawmakers’ concern about the significant financial
harms wage theft imposes on individual workers and the D.C.
economy. See D.C. Council, Comm. On Bus., Consumer and
Regul. Affs., Bill 20-671, Wage Theft Prevention Amendment
Act of 2014, at 2 (2014). The law applies to any firm
“employing any person in the District of Columbia,” D.C. Code
§ 32-1301(1B), and protects as an employee “any person
suffered or permitted to work by” such an employer, id. § 32-
1301(2).
Because the Wage Law is designed to afford all workers
in the District recourse when they are not fully and promptly
paid, it defines covered employers and employees
exceptionally broadly. The Wage Law draws its definition of
covered employees from the federal Fair Labor Standards Act
(FLSA), and the D.C. Court of Appeals has interpreted the D.C.
law’s definition of employment to be coextensive with the
FLSA’s. See Steinke v. P5 Sols., Inc., 282 A.3d 1076, 1084-85
(D.C. 2022). Congress in the FLSA defined “employ” as “to
suffer or permit to work,” 29 U.S.C. § 203(g), which is
extremely broad in its reach. The FLSA’s definition of
employment drew from state child-labor laws, which imposed
liability not only on businesses that directly employed children
but also on “businesses that used middlemen to illegally hire
and supervise children.” Antenor v. D&S Farms, 88 F.3d 925,
929 n.5 (11th Cir. 1996) (citing Rutherford Food Corp. v.
McComb, 331 U.S. 722, 728 n.7 (1947)). The standard thus
sweeps in work relationships that might not be treated as

-- 6 of 22 --

7
employment under other statutes or traditional agency
principles. See Nationwide Mut. Ins. Co. v. Darden, 503 U.S.
318, 326 (1992).
The Supreme Court has interpreted the FLSA’s “suffer or
permit to work” language to require courts to examine the
“economic reality” of an employment relationship rather than
rest on “technical concepts” such as the labels the parties attach
to their relationship. See Goldberg v. Whitaker House Co-Op.,
Inc., 366 U.S. 28, 33 (1961) (internal quotation marks omitted);
see also Henthorn v. Dep’t of Navy, 29 F.3d 682, 684 (D.C.
Cir. 1994). For purposes of the FLSA, courts may find an
employment relationship even if the parties did not intend to
create one. See Brennan v. Partida, 492 F.2d 707, 709 (5th Cir.
1974). That same approach applies to employment
relationships under the Wage Law. See Wright v. Off. of Wage
Hour, 301 A.3d 660, 678 (D.C. 2023).
C.
Mills sued Anadolu in October 2019 to recover the value
of her unused leave, plus liquidated damages for the delay of
her final paycheck and the continuing delay in payment for the
leave. Under the Wage Law, Mills’s wages for her last month
on the job ($10,916.67) and the balance of her leave
($14,555.52) were due the working day following her
termination. D.C. Code § 32-1303(1). Mills eventually
received her last month’s wages seventeen working days after
the statutory deadline. For those wages, she seeks only the
statutory liquidated damage amount of 10% per day that the
payment was delayed, which she calculates to be $18,558.34.
Mills never received a payout of her unused leave, so she now
seeks both the value of the unused leave, which she calculates
to be $14,555.52, and liquidated damages. Because of the
significant delay in payment, the accrued liquidated damages

-- 7 of 22 --

8
related to her leave have long since reached the statutory cap
of three times the unpaid amount, or $43,666.56. See id. § 32-
1303(4). Mills accordingly seeks the value of the leave plus
the capped maximum liquidated damages, together amounting
to $58,222.08. In addition to monetary relief totaling
$76,780.42, Mills seeks attorneys’ fees and costs.
Anadolu moved to dismiss Mills’s suit for lack of personal
jurisdiction, forum non conveniens, and failure to state a claim
under the Wage Law. Bypassing the forum-related arguments,
the district court granted Anadolu’s motion to dismiss for
failure to state a claim. Mills v. Anadolu Agency NA, Inc., No.
19-cv-3061, 2020 WL 6887690, at *8 (D.D.C. Nov. 24, 2020).
The court held that Anadolu never employed Mills under
D.C.’s Wage Law because Mills was hired to work for
Anadolu’s Turkish parent company, A.A. Turk. Id.
On Mills’s first appeal, we vacated the district court’s
decision and remanded the case for further proceedings. Mills
v. Anadolu Agency NA, Inc., No. 20-7118, 2021 WL 9031043,
at *1 (D.C. Cir. Aug. 19, 2021). We held that the district court
lacked power to rule on the merits of Mills’s claim without
having first resolved Anadolu’s challenge to the court’s
personal jurisdiction. Id.
On remand, the district court revisited Anadolu’s original
motion and dismissed the case for lack of personal jurisdiction
over Anadolu. Mills v. Anadolu Agency NA, Inc., No. 19-cv-
3061, 2022 WL 2374669, at *5 (D.D.C. Apr. 28, 2022). The
court acknowledged Anadolu’s ample contacts with the
District of Columbia: “Ms. Mills’s claims arose when she was
being supervised by Anadolu and working at Anadolu’s D.C.
office. Anadolu therefore had the requisite ‘minimum
contacts’ with D.C. for purposes of specific jurisdiction.” Id.
at *4. The court nonetheless held those contacts inadequate to

-- 8 of 22 --

9
support the court’s exercise of personal jurisdiction over
Anadolu in this case. It observed that “simply having a
‘physical presence’ in D.C. is insufficient by itself to establish
personal jurisdiction” because “the claim for relief must
result[] from alleged injuries that arise out of or relate to those
activities.” Id. at *5 (alteration in original) (internal quotation
marks omitted). Reading the complaint to allege that A.A.
Turk was Mills’s employer, so Anadolu was not, the court held
that “the record is insufficient to establish that her claims
regarding compensation . . . arose from, or are related to,
Anadolu’s actions in D.C.” Id. (emphasis omitted). The court
did not reach Anadolu’s assertion of forum non conveniens.
Mills timely filed this second appeal.
DISCUSSION
The district court had jurisdiction under 28 U.S.C.
§ 1332(a)(1). Our jurisdiction arises under 28 U.S.C. § 1291.
We review de novo the district court’s dismissal of the
amended complaint for lack of personal jurisdiction. See
Atchley, 22 F.4th at 214. A plaintiff has the burden of
establishing the court’s personal jurisdiction over a defendant.
Erwin-Simpson v. AirAsia Berhad, 985 F.3d 883, 888 (D.C.
Cir. 2021). We also review de novo Anadolu’s alternative
grounds for affirmance—that Mills failed to state a claim under
the D.C. Wage Law, see Langeman v. Garland, 88 F.4th 289,
294 (D.C. Cir. 2023), and that a forum-selection clause applies
to her suit, D&S Consulting, Inc. v. Kingdom of Saudi Arabia,
961 F.3d 1209, 1213 (D.C. Cir. 2020). We assume the truth of
a plaintiff’s factual allegations and draw all reasonable
inferences in her favor. Atchley, 22 F.4th at 214.

-- 9 of 22 --

10
A.
Anadolu argues that the district court lacks personal
jurisdiction to decide Mills’s claim against it. Mills invokes
the District of Columbia’s long-arm statute authorizing suit
based on “transacting any business in the District of
Columbia.” D.C. Code § 13-423(a)(1). Because the statute’s
transacting-business provision authorizes “jurisdiction to the
full extent allowed by the Due Process Clause,” Thompson
Hine, LLP v. Taieb, 734 F.3d 1187, 1189 (D.C. Cir. 2013)
(quoting United States v. Ferrara, 54 F.3d 825, 828 (D.C. Cir.
1995)), the statutory and constitutional grounds for specific
jurisdiction here merge. See D.C. Code § 13-423(a)(7)(E).
Anadolu is incorporated in New York, but has ample
contacts with the District, including its maintenance of a D.C.
bureau. Mills does not argue that Anadolu is headquartered or
otherwise so “at home” in the District of Columbia as to be
amenable to general personal jurisdiction here on claims
unrelated to its forum’s contacts. She relies on allegations of
Anadolu’s claim-related contacts with the District of
Columbia. For its part, Anadolu does not seek to minimize its
substantial and ongoing contacts with the District of Columbia.
Anadolu’s position is, rather, that “Plaintiff’s claims do not
derive from any activity within the District of Columbia by
Anadolu.” Appellee’s Br. 16. Anadolu asserts that Mills was
not its employee, but an independent contractor of its parent
company, A.A. Turk, and insists that Mills is seeking to
“impute[] to Anadolu” for purposes of personal jurisdiction
“A.A. Turk’s contacts in the District of Columbia.” Appellee’s
Br. 12. The determinative question is thus whether Mills’s
claim “arise[s] out of or relate[s] to” Anadolu’s contacts with
the District. Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct.,
592 U.S. 351, 359 (2021) (quoting Bristol-Myers Squibb Co. v.
Superior Ct. of Cal., S.F. Cnty., 582 U.S. 255, 262 (2017)).

-- 10 of 22 --

11
Mills’s sole claim is that Anadolu delayed payment of her
final wages and failed to cash out her unused leave time,
entitling her to the withheld amounts plus liquidated damages
under the D.C. Wage Law. We have recognized as relevant
contacts for personal jurisdiction over an employment dispute
the defendant’s forum contacts involving supervision, office
management, and hiring or firing decisions. In an employment
discrimination suit against a Chicago-based company, for
example, we held that the defendant company “had plenty of
suit-related contacts with the District of Columbia” forum
based on its maintenance of a D.C. office in which plaintiff
worked. Urquhart-Bradley, 964 F.3d at 42-43. And claim-
related contacts of the same company’s Chicago-based
manager, sued in his individual capacity, included overseeing
the D.C. office, “continuing contacts with that office and its
employees,” and reaching into D.C. by telephone to fire the
plaintiff. Id. at 48.
Anadolu’s alleged contacts with the District of Columbia
likewise “relate to the factual circumstances giving rise to th[e]
suit” for purposes of establishing specific personal jurisdiction
over Anadolu. Koteen v. Bermuda Cablevision, Ltd., 913 F.2d
973, 975 (D.C. Cir. 1990); see Ford Motor Co., 592 U.S. at
359. Anadolu’s maintenance of a fully equipped and staffed
brick-and-mortar bureau in the District of Columbia presents
no difficult question about whether it is amenable to suit in
D.C. for employment disputes with its workers here. It is. And
Mills has pleaded facts showing that she was a news producer
for Anadolu’s D.C. bureau when she earned the salary and
benefits that are the subject of her claim. Those facts link the
circumstances giving rise to the suit to Anadolu’s activities in
the District of Columbia.
The complaint’s allegations of claim-related forum
contacts include the following: Mills worked during the

-- 11 of 22 --

12
relevant period for Anadolu at its office in the District. She
performed work integral to Anadolu’s business using
Anadolu’s space and equipment. Maxine Hughes, an Anadolu
employee, supervised Mills’s work. Mills received her notice
of her termination from Mehmet Ali Sevgi, who physically
worked at Anadolu’s D.C. office. And the salary (for July 2019
wages) and leave that are the basis of her claim both accrued
while she worked at Anadolu’s D.C. office. These allegations
suffice to establish that Mills’s wage claim sufficiently relates
to Anadolu’s business activities in the forum to support the
district court’s personal jurisdiction to hear it.
Anadolu nevertheless insists that Mills is going after the
wrong party. It argues that it never employed Mills, so cannot
be answerable in the District of Columbia for her unpaid wages
under the D.C. Wage Law. But that would be an argument in
defense against Mills’s claims on the merits. It does not affect
the district court’s personal jurisdiction over defendant here.
See EEOC v. St. Francis Xavier Parochial Sch., 117 F.3d 621,
624 (D.C. Cir. 1997).
B.
Anadolu contends that, even if Mills’s allegations support
the district court’s personal jurisdiction over it, we should
dismiss for failure to state a claim because Mills’s allegations
fall short of establishing that she was employed by Anadolu
under D.C.’s Wage Law. See Mills, 2020 WL 6887690, at *8.
We disagree and conclude that Mills has plausibly pleaded that
Anadolu has an employment relationship with her sufficient to
trigger obligations under the Wage Law.
The D.C. Wage Law defines covered employers to include
any private entity “employing any person in the District of
Columbia.” D.C. Code § 32-1301(1B). Anadolu does not
disclaim that it is an “employer” under the statute—at least

-- 12 of 22 --

13
with respect to some people who work for it. But it asserts that
it did not employ Mills. Anadolu points to the fixed-term
consultancy agreements Mills regularly signed with A.A. Turk
to argue that Mills was not an employee but an independent
contractor of its parent company A.A. Turk. Alternatively,
Anadolu urges, even if Mills was an employee, she was an
employee of A.A. Turk alone.
Mills counters that she was not an independent contractor,
that her relationship with Anadolu meets the unusually
capacious definition of an employer-employee relationship
under the Wage Law, and that A.A. Turk does not displace
Anadolu as employer but acts together with it as a joint
employer.
1.
Mills’s complaint plainly suffices to allege that she was an
employee for purposes of the D.C. Wage Law, not an
independent contractor. The D.C. Court of Appeals has
adopted the economic-reality test we elaborated in Morrison v.
Int’l Programs Consortium, Inc., 253 F.3d 5 (D.C. Cir. 2001),
to determine whether a worker is an independent contractor or
an employee protected by the Wage Law. See Wright, 301
A.3d at 678; Steinke, 282 A.3d at 1084-85. That test evaluates
whether the worker is “so dependent upon the business with
which they are connected that they come within the protection
of the [law] or are sufficiently independent to lie outside its
ambit.” Morrison, 253 F.3d at 11 (quoting Usery v. Pilgrim
Equip. Co., 527 F.2d 1308, 1311-12 (5th Cir. 1976)); see also
Steinke, 282 A.3d at 1085. To that end, we consider factors
such as the nature and degree of the alleged employer’s control
over how the work is performed, whether the alleged employee
draws a salary or instead has “opportunity for profit or loss” or
“investment in the business,” and the permanency of the

-- 13 of 22 --

14
working relationship. Morrison, 253 F.3d at 11. Under that
analysis, “[n]o one factor standing alone is dispositive and
courts are directed to look at the totality of the circumstances
and consider any relevant evidence.” Id.
The factors we identified in Morrison powerfully indicate
that, when she did news production work at Anadolu, Mills
worked as an employee. None of the factors suggests that she
was an independent contractor working, in effect, as her own
boss providing a contracted-for service. Mills alleges she
worked as an Executive Producer, which is work that is integral
to Anadolu’s business as a news broadcasting company. She
earned a regular salary and benefits, rather than a fee for
service. She showed up daily at Anadolu’s D.C. bureau, used
Anadolu’s equipment, and was supervised by an Anadolu
manager. Anadolu controlled her work schedule, the work she
performed, and set the rules for her workplace.
Anadolu retorts that Mills signed a fixed term
“consultancy agreement” every 60 days throughout the time
she worked there, so she must be an independent contractor. In
light of the allegations describing the economic reality of her
work for Anadolu, however, the formality of periodically
signing a document labeled a consultancy agreement cannot
support a ruling that Mills was an independent contractor.
Morrison, 253 F.3d at 11 (“[F]acile labels and subjective
factors, however, are only relevant to the extent that they mirror
economic reality.” (alteration in original) (formatting
modified) (quoting Brock v. Mr. W Fireworks, 814 F.2d 1042,
1044 (5th Cir. 1987))). The economic reality inquiry “is not
governed by the ‘label’ put on the relationship by the parties or
the contract controlling that relationship, but rather focuses on
whether ‘the work done, in its essence, follows the usual path
of an employee.’” Scantland v. Jeffry Knight, Inc., 721 F.3d

-- 14 of 22 --

15
1308, 1311 (11th Cir. 2013) (quoting Rutherford Food, 331
U.S. at 729).
2.
Applying Morrison to determine that Mills was an
employee and not an independent contractor does not
necessarily resolve whether Anadolu was her employer; on
these facts, the law of joint employment also plays a role.
Anadolu insists that Mills never worked for it, only for A.A.
Turk. Like the FLSA, the D.C. Wage Law’s definition of an
employer is construed “broadly . . . to serve the remedial
purposes of the” statute, so an “employee may have more than
one employer under the law.” Wright, 301 A.3d at 685
(formatting modified). We have concluded that the complaint
describes sufficient indicia of control to manifest an
employment relationship, but we must also consider “who is
exercising that control, when, and how.” Browning-Ferris
Indus. of Cal., Inc. v. NLRB, 911 F.3d 1195, 1215 (D.C. Cir.
2018) (emphases in original).
The legal sufficiency of Mills’s claim depends on whether
either Anadolu or A.A. Turk alone, or both jointly, employed
Mills. Only if Anadolu did not employ Mills at all—neither on
its own nor jointly with A.A. Turk—would Mills’s claim of an
employment relationship with Anadolu fall short under the
Wage Law. We conclude that Mills adequately alleged that
Anadolu employed her jointly with A.A. Turk, so we need not
determine whether on their own the allegations of Anadolu’s
controlling role over Mills’s work render it her employer under
the D.C Wage Law.
The joint-employment inquiry, like the Morrison analysis
regarding whether a worker is an independent contractor or an
employee, centers on economic realities. Whereas Morrison
focuses on the relationship between worker and putative

-- 15 of 22 --

16
employer, the joint-employment inquiry probes the
“relationship between the employer who uses and benefits from
the services of workers and the party that hires or assigns the
workers to that employer.” Salinas v. Com. Interiors, Inc., 848
F.3d 125, 137 (4th Cir. 2017) (formatting modified). Under
that inquiry, we look to factors that bear on the degree to which
putative joint employers share control over typical employer
prerogatives, including whether “one putative joint employer
controls, is controlled by, or is under common control with the
other putative joint employer.” Id. at 141 (delineating a six-
factor test for joint employment). Control that is shared by two
entities acting jointly might manifest an employment
relationship even if such a relationship were not evident based
on the degree of control exerted by one of the entities alone.
See id. at 134.
We take Mills’s plausibly pleaded allegations as true and
draw all reasonable inferences from them in her favor. There
is no way we can read Mills’s factual allegations to compel the
conclusion that Mills worked only for A.A. Turk. If we credit
all plausible allegations and draw reasonable factual inferences
in plaintiff’s favor, as we must, the complaint shows that
Anadolu employed Mills jointly with its parent company, A.A.
Turk. For the period that Mills was working in the District of
Columbia, Anadolu controlled the way Mills went about her
work. Anadolu provided workspace and equipment,
supervised Mills through its on-site manager, and set her work
schedule and the workplace rules that Mills had to follow. And
Mills’s termination was effected by an employee working at
the Anadolu D.C. bureau. A.A. Turk also played a role: A.A.
Turk initially hired Mills to work in Ankara, and at her request
assigned Mills to Anadolu’s D.C. bureau. Mills reports being
paid by A.A. Turk, even during her time working at Anadolu,
and contacting an A.A. Turk employee to determine the
amount of her accrued leave. Taken together, the allegations

-- 16 of 22 --

17
of Anadolu and A.A. Turk’s actions regarding Mills’s work for
Anadolu in D.C. make clear that A.A. Turk was not Mills’s sole
employer under the Wage Law, but employed her jointly with
Anadolu. Indeed, even if Anadolu’s alleged supervision and
control over Mills’s work, standing alone, did not establish the
requisite employment relationship, A.A. Turk and Anadolu’s
combined influence certainly did.
Concluding that Mills adequately pled joint employment
by Anadolu and A.A. Turk matters here because, if two entities
are joint employers, the worker’s employment is treated as
“one employment” under the FLSA (and the D.C. Wage Law),
making each employer jointly and severally liable for any
violations. Salinas, 848 F.3d at 134. If Anadolu is a joint
employer of Mills, then—with or without A.A. Turk—
Anadolu can be held liable for Mills’s wages and damages. See
Thompson v. Real Est. Mortg. Network, 748 F.3d 142, 148 (3d
Cir. 2014); Ayala v. Tito Contractors, Inc., 82 F. Supp. 3d 279,
288 (D.D.C. 2015). A key implication of joint-and-several
liability for joint employers is that plaintiffs need reach only
one employer to recover. As with joint-and-several liability in
tort, joint employment makes the joint actors each fully
responsible to persons harmed by their conduct. Joint liability
shifts from the plaintiff to the defendants the risk of one
defendant’s insolvency, see Restatement (Third) Torts:
Apportionment of Liability § 10(a) (2000), or unreachability,
see id. § C19(h), and the burden of determining the appropriate
allocation of liability between them, see id. § 23.
* * *
It bears emphasis that the economic-reality tests for
distinguishing employment from independent contracting and
identifying a joint-employment relationship are fact-intensive
inquiries. See Boire v. Greyhound Corp., 376 U.S. 473, 481

-- 17 of 22 --

18
(1964) (noting that the question of joint employment in the
context of the National Labor Relations Act is “essentially a
factual issue”); Morrison, 253 F.3d at 10-11 & n.3 (noting that
the independent-contractor inquiry rests on the “totality of the
circumstances” and each factor may require resolution of
“subsidiary factual issues”); Harris v. Med. Transp. Mgmt.,
Inc., 300 F. Supp. 3d 234, 243 (D.D.C. 2018) (collecting cases
on joint employment under the FLSA). As with any fact-
intensive issue, access to discovery and the development of a
factual record can affect the analysis of the parties’
relationships. We hold only that Mills has met her pleading
burden regarding Anadolu’s role as her employer.
C.
We turn finally to Anadolu’s contention that we should
dismiss Mills’s claims based on forum non conveniens because
of a forum-selection clause in a “consultancy agreement” she
signed with A.A. Turk. We review de novo whether a forum-
selection clause is applicable, mandatory, valid, and
enforceable, then review for abuse of discretion the weighing
of the public- and private-interest factors. Azima v. RAK Inv.
Auth., 926 F.3d 870, 876 (D.C. Cir. 2019). The district court
did not rule on this defense, however, because it dismissed
Mills’s suit for lack of personal jurisdiction. We retain
“discretion to consider alternative grounds for affirmance
resting on purely legal arguments,” In re Fed. Bureau of
Prisons’ Execution Protocol Cases, 955 F.3d 106, 112 (D.C.
Cir. 2020), and the applicability of a forum-selection clause is
a question of law, see Azima, 926 F.3d at 876.
We hold that Anadolu has not borne its burden at this stage
to show that the clause is valid and applicable to Mills’s claim
against it. Ordinarily, “[t]here is a ‘substantial presumption’ in
favor of a plaintiff’s chosen forum,” and lawsuits usually

-- 18 of 22 --

19
proceed where they are filed. MBI Grp., Inc. v. Credit Foncier
Du Cameroun, 616 F.3d 568, 571 (D.C. Cir. 2010) (quoting
Agudas Chasidei Chabad of U.S. v. Russian Fed’n, 528 F.3d
934, 950 (D.C. Cir. 2008)). Defendants invoking forum non
conveniens thus bear a “heavy burden in opposing the
plaintiff’s chosen forum.” Sinochem Int’l Co. Ltd. v. Malaysia
Int’l Shipping Corp., 549 U.S. 422, 423 (2007). This strong
presumption is displaced, however, if a pre-dispute agreement
with the defendant reflects the plaintiff’s prior choice of a
different forum. See Atl. Marine Constr. Co. v. U.S. Dist. Ct.
for W.D. Tex., 571 U.S. 49, 63-65 (2013). In such a case, the
law powerfully favors the pre-selected forum.
Anadolu argues that a clause in an agreement Mills signed
with A.A. Turk chose Ankara, Turkey, as the forum for this
case, requiring us to dismiss Mills’s claim and leave her to re-
file in Ankara if she so chooses. Pointing to the clause,
Anadolu asserts that Mills has not pleaded the “rare, unusual,
or uncommon” circumstances that make a forum-selection
clause inapplicable. Anadolu Supp. Reply Br. 8 (quoting
Azima, 926 F.3d at 880).
But Anadolu puts the cart before the horse. A forum-
selection clause “essentially operates as an affirmative
defense” and effects a waiver of the plaintiff’s right to the
forum. See Bartels ex rel. Bartels v. Saber Healthcare Grp.,
LLC, 880 F.3d 668, 681 (4th Cir. 2018). As with any other
affirmative defense, see Crawford-El v. Britton, 523 U.S. 574,
587 (1998), the defendant invoking a forum-selection clause
bears the threshold burden to plead that there is a valid clause
that encompasses the plaintiff’s claims. A motion to dismiss
based on a forum-selection clause typically will be granted,
Azima, 926 F.3d at 874, but only if the clause the defendant
identifies is valid, enforceable, mandatory, and applicable to
the plaintiff’s claims against it.

-- 19 of 22 --

20
Anadolu has not yet made the requisite showing that the
clause applies to Mills’s suit. To prevail on this affirmative
defense at the pleading stage, the “affirmative
defense . . . [must] appear[] on [the] face” of the complaint.
Jones v. Bock, 549 U.S. 199, 215 (2007) (quoting Leveto v.
Lapina, 258 F.3d 156, 161 (3d Cir. 2001)). Mills’s complaint
acknowledges the clause in alleging that it does not apply. But
we are unpersuaded at this stage that the terms of the forum-
selection clause apply to this claim. The coverage of a forum-
selection clause is determined by its language as read with
reference to the general principles of contract law. Azima, 926
F.3d at 876. But the agreement here says it “applies only to
related Consultancy Services,” see Consultancy Services
Agreement at 1 (J.A. 21), whereas Mills has pleaded an
employment relationship.
Anadolu responds that Mills is estopped from asserting
that the clause does not apply because, it says, she relies on the
consultancy agreement with A.A. Turk to substantiate her
claims that she is owed accrued but unused leave time. Mills
disavows any reliance on that agreement to establish the
amounts to which she is entitled. As she points out, the
consultancy agreement does not even mention leave time. Her
complaint alleges that she was afforded the same leave time
and compensatory time, as described in her initial offer letter
from A.A. Turk, when she shifted from working in Ankara to
working for Anadolu in its D.C. bureau. None of Anadolu’s
arguments thus far questions the amounts of salary or leave to
which Mills claims she is entitled.
Nor do the obligations the Wage Law imposes on Anadolu
as an employer operating within the District of Columbia
depend on the consultancy agreement; indeed, those
obligations arise even in the absence of any written contract.
D.C. Code § 32-1301. Mills’s claim against Anadolu flows not

-- 20 of 22 --

21
from her consultancy agreement with A.A. Turk, but from the
facts showing that Anadolu “suffered or permitted” her to work
in its D.C. bureau within the meaning of the Wage Law, id.
§ 32-1301(2)—facts she has adequately pled.
All that said, the decisive obstacle to Anadolu’s forum non
conveniens defense at this stage is the obviously flawed
translation of A.A. Turk’s consultancy agreement from Turkish
to English. The incomplete and grammatically incoherent
wording leaves us unable to make an authoritative legal ruling
as to what the clause covers. Anadolu submitted documents
reproducing side-by-side versions of the A.A. Turk
consultancy agreement, one in Turkish and one in English. See
Motion to Dismiss, Exs. 1-2, Mills v. Anadolu Agency NA, Inc.,
No. 19-cv-3061 (D.D.C. Jan. 9, 2020), ECF No. 8. The forum-
selection sentence in the English-language version states: “The
Ankara Courts and enforcement offices shall be the exclusive
authorized venues for the resolution of any matter of
controversy or dispute between the parties relates there to.”
Consultancy Services Agreement at 2 (J.A. 22). We cannot
discern with confidence whether the parties or claims here are
encompassed by “any matter of controversy or dispute between
the parties relates there to.” More fundamentally, the flawed
wording suggests that the translation is unsound. Without, at
minimum, an interpretation we can rely on as authoritative—
whether because the parties agree it is correct or because we so
find based on expert testimony—we are in no position to make
a legally binding interpretation.
Because Anadolu fails to carry its burden to demonstrate
that Mills’s consultancy agreement applies to these parties or
this dispute, we cannot dismiss the suit based on Anadolu’s
claim of forum non conveniens.

-- 21 of 22 --

22
CONCLUSION
For these reasons, we reverse the district court’s dismissal
for lack of personal jurisdiction and remand for further
proceedings.
So ordered.

-- 22 of 22 --