MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS'
MOTION TO DISMISS
B. Gordon, Justice of the Superior Court.
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 "
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 "
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.
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
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
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.
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).
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 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).
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.
COVENANT OF GOOD FAITH AND FAIR DEALING
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