June 22, 2026|Franchise Frontlines
June 22, 2026 | United States District Court for the Northern District of California | Slip Copy — Not Yet Reported (2026 WL 1788792)
Executive Summary
In a slip-copy order that is currently available only on Westlaw, United States District Judge Noël Wise of the Northern District of California dismissed with prejudice the Title VII and ADEA discrimination, harassment, and retaliation claims that two fire-department battalion chiefs brought against the Administrator of the National Aeronautics and Space Administration (“NASA”). The dispositive issue was jurisdictional: because a federal agency enjoys sovereign immunity except where a statute waives it, and the Title VII and ADEA waivers reach only an agency’s own employees, the court could hear the case only if NASA was a joint employer of the plaintiffs alongside their direct employer, the contractor Fiore Industries, Inc. The plaintiffs argued NASA jointly controlled their employment—pointing to NASA-approved standard operating procedures, contractor wage ranges set in a NASA contract, NASA-logo uniforms, @nasa.gov email addresses, and NASA’s asserted authority over staffing and training—while NASA argued it merely oversaw contract performance and did not control the details of the plaintiffs’ work. Treating the motion as a factual attack on subject-matter jurisdiction, the court weighed the record and found that Fiore, not NASA, controlled hiring, termination, pay, benefits, personnel actions, and day-to-day supervision. Because NASA was not a joint employer, it retained sovereign immunity and the court lacked jurisdiction, dismissing the action with prejudice and terminating NASA’s pending summary-judgment and Daubert motions as moot.
Relevant Background
NASA’s Ames Research Center near Mountain View, California, receives fire-protection services through a chain of private contracts rather than from NASA employees. NASA awarded a security-services contract to American Paragon Protective Services (“APPS”), and later a regional NASA Fire Services Contract to Chenega Global Services, LLC; in each instance the prime contractor subcontracted the fire-protection work to Fiore Industries, Inc. The governing Performance Work Statement provided that “[t]he Contractor shall provide all labor, materials, supervision, equipment, transportation, [and] management” and “shall be responsible for performing the day-to-day operations” of the fire services. Plaintiffs Cameron Gazaway and Robert Wilson were hired by a Fiore predecessor in 1994, were promoted to battalion chief, and reported to Fire Chief William Bonner, a Fiore employee.
Between 2018 and 2022, the plaintiffs alleged that they experienced discrimination, harassment, and retaliation based on age, race, and religion—conduct they attributed primarily to Bonner and to Keith Siuda, a NASA employee they contended was also their supervisor. They complained to a member of Congress, to Fiore, to NASA management, and to NASA’s Office of Diversity and Equal Opportunity. A NASA contract required battalion chiefs to hold an associate’s degree in fire science; the plaintiffs, who held associate’s degrees in other fields with fire-science coursework, were terminated on September 30, 2022, and alleged the terminations were retaliatory.
Rather than sue only Fiore, the plaintiffs named the NASA Administrator, seeking to hold the federal agency liable. NASA moved to dismiss for lack of subject-matter jurisdiction, arguing it was not a joint employer and therefore retained sovereign immunity against suit by non-employees. The court had earlier found the joint-employer allegations adequately pleaded and denied dismissal on a facial challenge, but did so without prejudice to a renewed factual attack or to summary judgment. After ordering supplemental briefing and hearing argument on jurisdiction, the court reached the ruling described here.
Decision
The court framed the question as one of subject-matter jurisdiction and confirmed it could “hear evidence and make factual findings” because the jurisdictional dispute was “not intertwined with the merits of the claim”—evidence about whether NASA and Fiore were joint employers being “separate and distinct from evidence of discrimination.” Sovereign immunity supplied the stakes: the United States and its agencies are immune from suit absent a waiver, and the Title VII and ADEA waivers extend only to suits by an agency’s employees. Jurisdiction therefore turned entirely on whether NASA could be treated as a joint employer of the plaintiffs.
For Title VII, the court applied the Ninth Circuit’s common-law agency test from U.S. Equal Employment Opportunity Commission v. Global Horizons, Inc., whose “principal guidepost is the element of control—that is, the extent of control that one may exercise over the details of the work of the other,” assessed through the multifactor list drawn from Nationwide Mutual Insurance Co. v. Darden, with “no one factor being decisive.” For ADEA, the court applied the comparable Torres-Lopez factors—control over the employees, day-to-day supervision, authority to hire and fire and set conditions, control over pay, and control of employee records. Finding the tests substantially similar, the court analyzed them together and organized its findings around hiring and termination, payment and benefits, personnel actions, training and qualifications, day-to-day management, and instrumentalities and tools.
Across every category the court found that Fiore, not NASA, controlled the details of the plaintiffs’ employment, and it repeatedly distinguished contract oversight from employment control. Fiore hired the plaintiffs, issued their paychecks, withheld their taxes, provided their insurance and retirement benefits, and approved their leave, salary increases, and Gazaway’s religious accommodation on Fiore letterhead. The court rejected the plaintiffs’ control evidence as consistent with an arm’s-length contracting relationship: NASA’s authority to approve modifications to the contract and to the standard operating procedures reflected ordinary contract law, not control over daily work, since the Performance Work Statement required “the Contractor—that is, Fiore” to develop the procedures; the plaintiffs offered no evidence that NASA rather than the bidding process set the wage ranges appearing in the contract; and any NASA payment for training was “two steps removed” from the plaintiffs, flowing to the prime contractor. As the court put it, “Ensuring that Fiore performs under the [contract] is not tantamount to NASA having the ability to fire Plaintiffs.”
The court likewise found the trappings of brand identity insufficient. NASA-logo uniforms indicated only that the plaintiffs were “authorized to be on the premises,” business cards did not establish joint employment, and the @nasa.gov email addresses—which carried a “[FIORE]” notation distinguishing contractor accounts—were “not dispositive.” Requiring the fire department to notify NASA leadership of onsite emergencies was “entirely reasonable” for “the contracting agency and owner of the premises.” Because no factor supported control over the terms and conditions of employment, the court held NASA was not a joint employer, retained its sovereign immunity, and could not be sued; it dismissed the action with prejudice for lack of jurisdiction and terminated the pending merits motions as moot.
Looking Forward
Although this case arose in the federal-agency contracting context rather than a franchise system, its reasoning may inform how courts approach joint-employer defenses for franchisors, brand owners, and any principal that engages a franchisee or contractor to deliver branded services. On this record the court drew a clean line between overseeing a contractor’s performance and controlling a contractor’s workforce, and it looked to who actually exercised the core employment functions—hiring, firing, pay, benefits, personnel decisions, and daily supervision—rather than to labels or contractual proximity. That control-over-details framework is persuasive rather than controlling outside its statutory setting, but it echoes the analysis franchisors face when a plaintiff seeks to convert brand oversight into employer status.
The most transferable lesson is defensive: a disciplined separation of employment functions remained the decisive fact. NASA prevailed because Fiore alone hired, paid, benefited, disciplined, and supervised the plaintiffs, and because the indicia the plaintiffs emphasized—approving standard operating procedures, setting performance and safety standards, requiring branded uniforms and system email addresses, and being notified of incidents—were treated as quality assurance and premises management, not control. A franchisor that similarly confines itself to protecting the brand and enforcing system standards, while leaving employment decisions to the franchisee, may be better positioned to argue that its oversight does not make it a joint employer. Nothing here guarantees that outcome; courts weigh all incidents of the relationship with no single factor decisive, and a franchisor whose standards shade into day-to-day control could face a different result.
The ruling also illustrates the value of testing the employment relationship early and, where a jurisdictional hook exists, as a threshold matter. Here the court resolved the joint-employer question on a factual attack to subject-matter jurisdiction and disposed of the entire case with prejudice before reaching the merits, expressly weighing evidence rather than accepting the plaintiffs’ characterization. Outside the sovereign-immunity setting a franchisor will rarely have that jurisdictional lever, but the broader signal holds: generalized involvement with a contractor is not enough to establish employer status, and a principal that has genuinely left the essential employment functions to the direct employer has a strong record from which to seek early dismissal or summary judgment.
Thomas O’Connell is a Partner at Buchalter LLP and Chair of the firm’s Franchise Practice Group. For questions about this article or media inquiries, you can contact Tom at toconnell@buchalter.com.
This article is based solely on the opinion of the Court in this matter. The author has not conducted any independent investigation into the facts. For the avoidance of doubt, each statement related to the law and facts in this article is drawn from the Court’s opinion in this case. It was drafted with the assistance of an artificial intelligence system. AI systems can make mistakes, including in describing legal authority. Readers should independently confirm any legal authority before relying on it.
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