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Rodden v. Savin Hill Enterprises, LLC

Superior Court of Massachusetts, Suffolk

April 21, 2016

William Rodden
v.
Savin Hill Enterprises, LLC dba Savin Hill Specialties et al No. 133476

          MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS' MOTION TO DISMISS

          Robert B. Gordon, Justice of the Superior Court.

         BACKGROUND[1]

         This case arises out of a failed employment relationship. Plaintiff William Rodden (" Rodden" or the " plaintiff") alleges that defendants Savin Hill Enterprises d/b/a Savin Hill Specialties (" Savin Hill") and two of its corporate agents, Karen Diep (" Diep") and Mateo Van (" Van"), induced him to leave purportedly secure employment at John Dewar & Company (" Dewar") to come to work for Savin Hill as the General Manager of its new retail establishment. According to Rodden, the defendants desired to acquire his distinctive knowledge, expertise and industry connections in order to design and develop a high-end craft beer and wine store. Rodden alleges that, to induce him to join Savin Hill, the defendants promised that he would be paid a " comparable salary" to the one he enjoyed at Dewar; that he would have unspecified " job security"; that he would serve as Savin Hill's General Manager " going forward"; and that he would " potentially share in the profits of the business after he made it profitable." Based on these assurances, Rodden avers that he accepted employment with Savin Hill in the expectation that he would be its General Manager on a " long-term basis."

         Rodden commenced employment with Savin Hill in early February 2014, and promptly proceeded to set up the store's retail space, select its product inventory, establish its sales and management systems, and secure the necessary licenses and permits to allow it to sell alcoholic beverages commercially. Although Rodden asserts that he performed his duties competently, he maintains that the April 2014 opening of Savin Hill witnessed a marked change in his relationship with the defendants. According to the Complaint, the defendants began to " micromanage" Rodden, regularly " storming into the store [to] demand changes to the way Rodden managed the operation." The defendants criticized Rodden for " trivial details and aspects of the business [over] which he had no control, " and " blamed him for every minor issue that arose." Rodden was excluded from hiring and scheduling decisions, yet criticized by senior management for having a store that was " overstaffed."

         The Complaint charges that the defendants had no true intention of employing Rodden on a long-term basis, and that their unstated objective was to exploit his knowledge and talent in the short term in order to set up and license Savin Hill. Once the craft beer and wine shop was up and running as a going concern, Rodden alleges, the defendants' real design was to bring in a fellow Vietnamese named Dang to replace him as General Manager. To carry out this plan, the defendants began to contrive false criticisms of Rodden's job performance, and to ascribe blame to Rodden for problems for which he was not personally responsible. This included faulting Rodden for a $437 shortage in the store's cash register (even though it occurred during a two-day window when Rodden was away from the store), and holding him accountable for selling a bag of potato chips that was a few days beyond its expiration date. It was this latter issue that prompted Diep to advise Rodden that " this is not working out, " and to terminate his employment at Savin Hill after less than four months on the job.

         According to the Complaint, the defendants' asserted dissatisfactions with Rodden were pretextual. To the extent the defendants were displeased with Rodden at all, the reason related to the fact that Rodden repeatedly demanded that he be placed on Savin Hill's payroll (rather than paid in cash " under the table") so that all required tax withholdings could be made. The defendants are alleged to have deflected these demands, and Diep at one point stated: " Let me explain something to you, Bill. We're Vietnamese, we don't pay taxes." According to Rodden, the defendants terminated his employment shortly after he requested an IRS Form 1099 so that he could pay his own taxes.

         DISCUSSION

         The defendants have moved to dismiss the Complaint pursuant to Mass.R.Civ.P. 12(b)(6), asserting that the Complaint fails to state a claim upon which relief can be granted. After a review of the parties' submissions and an extended hearing, the Court concludes that the defendants' motion must be ALLOWED IN PART and DENIED IN PART .

         STANDARD OF REVIEW

          In deciding a motion to dismiss pursuant to Rule 12(b)(6), the Court must " look beyond the conclusory allegations in the complaint, " Curtis v. Herb Chambers I-95, Inc., 458 Mass. 674, 676, 940 N.E.2d 413 (2011), and determine if the nonmoving party has pleaded " factual allegations plausibly suggesting (not merely consistent with) an entitlement to relief." Iannacchino v. Ford Motor Co., 451 Mass. 623, 636, 888 N.E.2d 879 (2008) (citations and quotation omitted). In doing so, the Court must accept as true " all facts pleaded by the nonmoving party." Jarosz v. Palmer, 436 Mass. 526, 530, 766 N.E.2d 482 (2002) (citation omitted). It also must accept as true such reasonable " inferences as may be drawn from these facts in the nonmoving party's favor." Blank v. Chelmsford Ob/Gyn, P.C., 420 Mass. 404, 407, 649 N.E.2d 1102 (1995). The Court has done so in the case at bar.

         PROMISSORY ESTOPPEL

         In Count I of the Complaint, plaintiff has asserted a claim for promissory estoppel. The claim is premised on the same four factual allegations that are repeated throughout the pleading. Specifically, plaintiff charges that, to induce Rodden to leave his position at Dewar and help establish a craft beer and wine store for Savin Hill, the defendants promised him: (1) a " comparable salary" to the one he enjoyed at Dewar; (2) that he would be employed as Savin Hill's General Manager " going forward" and " long term"; (3) that he would have unspecified " job security"; and (4) that he would " potentially share in the profits of the business after he made it profitable." ( See Compl. at ¶ ¶ 16, 20, 27, 31, 62 and 75.) Plaintiff claims that he reasonably relied upon these promises, and left otherwise secure employment at Dewar, only to find that he was discharged from his position at Savin Hill less than four months after being hired. ( See Compl. at ¶ ¶ 19-20, 37, 52.)

          Massachusetts law recognizes a cause of action for promissory estoppel in favor of an employee who relies to his detriment on an employer's promise. See McAndrew v. School Committee of Cambridge, 20 Mass.App.Ct. 356, 363, 480 N.E.2d 327 (1985). To make out such a claim, the plaintiff must prove each of the following elements: (1) a representation of fact (or acts amounting to the same) intending to induce a course of conduct on the part of the person to whom the representation was made; (2) an act or omission by the person to whom the representation was made resulting from reasonable reliance on such representation; and (3) detriment suffered by the person to whom the representation was made as a result of the act or omission. See Anzalone v. Administrative Office of Trial Court, 457 Mass. 647, 661, 932 N.E.2d 774 (2010); Loranger Construction Corp. v. E.F. Hauserman Co., 376 Mass. 757, 760-61, 384 N.E.2d 176 (1978). The SJC has emphasized that the plaintiff must show reasonable reliance on " an unambiguous promise." Upton v. JWP Businessland, 425 Mass. 756, 760, 682 N.E.2d 1357 (1997). Where reliance is unreasonable, such as where the subject promises are vague or indefinite, no claim for promissory estoppel will lie. See, e.g., Upton, 425 Mass. at 760 (no reasonable reliance on promised continuity and regularity of work hours); Rhode Island Hospital Trust Nat. Bank v. Varadian, 419 Mass. 841, 848-50, 647 N.E.2d 1174 (1995) (promise must be " unambiguous" and made with an intent to create legally binding obligation; pre-contract expressions falling short of this cannot give rise to reasonable reliance as matter of law); Vakil v. Anesthesiology Associates of Taunton, 51 Mass.App.Ct. 114, 120-21, 744 N.E.2d 651 (2001) (no reasonable reliance on assurance that, if plaintiff remained with employer, colleague would help him achieve presidency of firm); Hall v. Horizon House Microwave, Inc., 24 Mass.App.Ct. 84, 93-94, 506 N.E.2d 178 (1987) (no reasonable reliance on employer's promise to create long-term incentive plan and allow employee to exercise options); Hinchey v. NYNEX Corp., 144 F.3d 134, 143-44 (1st Cir. 1998) (no reasonable reliance on general promise of future pension crediting).

         In the case at bar, plaintiff's charge that the Savin Hill defendants promised him that he would serve as the store's General Manager for the " long term, " would enjoy unspecified " job security, " and would " potentially share in the future profits of the business" once it became profitable[2] represent precisely the kind of vague and indefinite statements upon which reasonable reliance may not rest. See, e.g., Broussard v. CACI, Inc., 780 F.2d 162, 163 (1st Cir. 1986) (representations to plaintiff that employer was " hiring him for a career, " that " there [were] no restraints on what he could do or could not do professionally . . . with [the company], " and " if he did a good job he would have long-term employment" did not rise to the level of guaranteed employment or terminability only for good cause: " plaintiff's expectations of tenure may have been reinforced by these representations, but his expectations could not be held to have been created by these representations") (internal quotations omitted); Treadwell v. John Hancock Mutual Life Ins. Co., 666 F.Supp. 278, 286 (D.Mass. 1987) (" The promise of secure and continued employment is vague and general. It is not a representation of employment of a specific period. Consequently plaintiff remained an employee at will"); Finbury v. Architectural Heritage Found., 23 Mass. L. Rptr. 367, 370 (Mass.Super. 2007) (Fabricant, J.) (promise to enter into profit-sharing joint venture, to pay bonus in lieu of equity, and to offer long-term employment held " too indefinite to support reliance"). Accord Santoni v. FDIC, 677 F.2d 174, 179 (1st Cir. 1982) (affirming summary judgment for defendant where alleged promises were " too indefinite and uncertain to sustain a claim of promissory estoppel"); Kiely v. Raytheon Co., 914 F.Supp. 708, 712 (D.Mass. 1996), aff'd, 105 F.3d 734 (1st Cir. 1997) (rejecting promissory estoppel claim based on implied promise of " indefinite or permanent employment" as lacking necessary definiteness, certainty, or indicia of intent to make firm commitment: " In the case of a contract formed by reliance, the putative promise must not only be definite and certain in its terms, but must be one that the promissor, expecting to be legally bound by it, intends as a firm commitment") (internal citations omitted).[3]

         The Court notes that plaintiff has not brought a claim for breach of contract in this case, a fact perhaps reflecting his recognition of the settled Massachusetts law that agreements specifying no fixed duration of employment and no cause standard for discharge are deemed to be terminable at will. See, e.g., Jackson v. Action for Boston Community Development, 403 Mass. 8, 9, 525 N.E.2d 411 (1988); accord Gasior v. Mass. General Hospital, 446 Mass. 645, 650, 846 N.E.2d 1133 (2006); Mullen v. Ludlow Hosp. Soc'y, 32 Mass.App.Ct. 968, 969, 592 N.E.2d 1342 (1992). Having failed to secure specific contractual commitments from Savin Hill regarding a durational term of employment and/or a standard for termination (indeed, having evidently secured no writing of any kind to memorialize the terms of his hire), Rodden must be deemed to have accepted at-will employment. See Gasior, 446 Mass. at 650. As such, and as a contractual matter, Savin Hill was free to discharge Rodden at any time and for almost any or no reason at all. See Wright v. Shriners Hospital for Crippled Children, 412 Mass. 469, 472, 589 N.E.2d 1241 (1992); Jackson, 403 Mass. at 9. In these circumstances, and in accordance with the foregoing authorities, no reasonable reliance could have rested on vague and indefinite statements to the effect that Rodden would enjoy " job security" in a " long-term" position at Savin Hill. See supra . Count I of the Complaint thus fails to state a claim upon which relief can be granted, and must be dismissed.

         IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING

         In Count II of the Complaint, plaintiff alleges that Rodden fully performed his obligations under the employment agreement with Savin Hill, implementing a management and sales system and securing all the necessary permits for the opening of its retail craft beer and wine store. The defendants, however, terminated Rodden's employment without affording him the opportunity to earn the long-term wages and participate in the profit-sharing he anticipated he would enjoy in employment of more extended length. ( See Compl. ¶ ¶ 79-81.) In so doing, it is alleged, the defendants violated the covenant of good faith and ...


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