United States District Court, D. Massachusetts
DIANE HAMILTON, LYNNE P. CUNNINGHAM and CLAIRE KANE, on behalf of themselves and all other similarly situated, Plaintiffs,
PARTNERS HEALTHCARE SYSTEM, INC., PARTNERS COMMUNITY HEALTHCARE, INC., THE BRIGHAM AND WOMEN'S HOSPITAL, INC., BRIGHAM AND WOMEN'S/FAULKNER HOSPITALS, INC., MARTHA'S VINEYARD HOSPITAL, INC., THE MASSACHUSETTS GENERAL HOSPITAL, MCLEAN HEALTHCARE, INC., THE MCLEAN HOSPITAL CORPORATION, NANTUCKET COTTAGE HOSPITAL, NEWTON-WELLESLEY HOSPITAL, NEWTON-WELLESLEY HEALTHCARE SYSTEM, INC., NORTH SHORE CHILDREN'S HOSPITAL, INC., NORTH SHORE MEDICAL CENTER, INC., NSMC HEALTHCARE, INC., THE SALEM HOSPITAL, UNION HOSPITAL AUXILIARY OF LYNN, INC., and FAULKNER HOSPITAL, INC., Defendants.
MEMORANDUM AND ORDER
DOUGLAS P. WOODLOCK UNITED STATES DISTRICT JUDGE.
Diane Hamilton, Lynne P. Cunningham and Claire Kane
(collectively, "Plaintiffs") brought this action
raising federal claims on behalf of themselves and all other
similarly situated employees of a number of healthcare
facilities allegedly affiliated with Partners Healthcare
System, Inc. Plaintiffs contend that their employers maintain
policies in violation of the Fair Labor Standards Act
("FLSA"), 29 U.S.C. § 201 et seq.
(First Cause) depriving them of compensation for time worked.
Plaintiffs further contend that their employers' policies
violate recordkeeping (Second Cause) and fiduciary (Third
Cause) responsibilities under the Employee Retirement Income
Security Act ("ERISA"), 29 U.S.C. § 1001
et seq., and constitute a scheme to deceive
Plaintiffs and deprive them of their wages using mail fraud
in violation of the Racketeer Influenced and Corrupt
Organizations Act ("RICO"), 18 U.S.C. § 1961
et seq. (Fourth Cause). The defendants moved [Dkt.
No. 115] for judgment on the pleadings on all
counts. By endorsement, I have granted [Dkt. No.
221] the motion by endorsement. This Memorandum and Order
provides the parties with the extended explanation I promised
for that disposition of the motion.
named defendants in this action are the following entities:
Partners HealthCare System, Inc., Partners Community
Healthcare, Inc., The Brigham and Women's Hospital, Inc.,
Brigham and Women's/Faulkner Hospitals, Inc.,
Martha's Vineyard Hospital, Inc., The Massachusetts
General Hospital, McLean Healthcare, Inc., The McLean
Hospital Corporation, Nantucket Cottage Hospital,
Newton-Wellesley Hospital, Newton-Wellesley Health Care
System, Inc., North Shore Children's Hospital, Inc.,
North Shore Medical Center, Inc., NSMC Healthcare, Inc., The
Salem Hospital, Union Hospital Auxiliary of Lynn, Inc., and
Faulkner Hospital, Inc. Compl. ¶ 14.
their complaint, Plaintiffs also list 27 health care
facilities and centers associated with the named defendants
and over 100 "affiliated" health care facilities
and centers. Id. ¶¶ 15-16. Plaintiffs
refer to the named defendants, their facilities and centers,
and the affiliated facilities and centers as
"Partners" or "Defendants." Id.
¶ 17. With respect to the Plaintiffs themselves, the
complaint merely states that they were "[a]t all
relevant times . . . employees under the FLSA, employed
within this District and resid[ing] within this District,
" id. ¶ 76, and provides no further
details regarding their employment.
claims are premised on allegations that Defendants maintain
pay policies that deny Plaintiffs their compensation for all
hours worked. Id. ¶ 79. In particular,
Plaintiffs allege that Defendants (1) automatically deduct
thirty minutes of time per day from each employee's
paycheck for meal breaks without ensuring that such breaks
are taken, (2) suffer or permit Plaintiffs to work before
and/or after each scheduled shift without compensation, and
(3) suffer or permit Plaintiffs to attend compensable
training programs without pay. Id. ¶¶
filed this action in this court on September 3, 2009. The
next week, they filed a complaint in the Middlesex Superior
Court asserting violations of Massachusetts wage laws, Mass.
Gen. Laws ch. 149, §§ 148, 150 & ch. 151
§§ 1A, 1B, and claims under Massachusetts contract
and tort law. On October 16, 2009 the Defendants removed the
state claim action to this court, where it has been docketed
plaintiffs' complaint was met with a motion to dismiss
the RICO count, asserting inadequate pleadings. [Dkt. No.
10]. When the parties reported that they were engaged in
mediation before any hearing, I denied the motion to dismiss
and the motion for remand "without prejudice to
resubmittal if the ongoing protracted mediation process
proves unsuccessful." (Unnumbered docket entry
mediation process ultimately generated two successive motions
for preliminary approval of class and collective action
settlements. At separate hearings on each wave of motions, I
denied them because - for a variety of reasons - I could not
find the settlements proposed had any prospect of final
approval as fair, adequate or reasonable. See
generally Dkt. No. 95 (Dec. 23, 2010 Tr. concerning
initial motion for preliminary approval); Dkt. No. 110 (Mar.
2, 2011 Tr. concerning amended motion for preliminary
approval). My fundamental concern, as expressed at those
hearings, was that the settlement proposals -involving some
63, 000 employees in a multiplicity of job classifications at
a multitude of institutional settings -raised inadequately
addressed structural problems. Cf. In re Payment
Interchange Fee and Merchant Discount Antitrust
Litigation, 2016 WL 3563719 at *8 (2d Cir. June 30,
I informed the parties that I would entertain one last effort
by them aimed at securing approval to notice a proposed
settlement, the defendants instead resumed pleadings motion
practice by filing motions for judgment on the pleadings as
to all counts in both the federal claim and the state claim
actions. At a scheduling conference after those motions were
filed, Plaintiffs' Counsel voiced the possibility that
they might seek leave to amend, but have never followed
through with a proper motion to amend. After an extended
period of time I explain in this - and the related Memorandum
and Order I enter in the state claims action today - the
reasons why I am entering the final judgments in this and the
related case on the basis of the operative complaint.
STANDARD OF REVIEW
Rule of Civil Procedure 12(c) provides that a motion for
judgment on the pleadings may be made "after the
pleadings are closed - but early enough not to delay
trial." A motion for judgment on the pleadings is
evaluated under the same standard as a motion to dismiss.
Remexcel Managerial Consultants, Inc. v.
Arlequín, 583 F.3d 45, 49 n.3 (1st Cir. 2009)
(citing Citibank Global Mkts., Inc. v. Rodríguez
Santana, , 573 F.3d 17, 23 (1st Cir. 2009) ("[T]o
survive a motion to dismiss (or a motion for judgment on the
pleadings), the complaint must plead facts that raise a right
to relief above the speculative level.")); see also
Erlich v. Ouellette, Labonte, Roberge and Allen, P.A.,
637 F.3d 32, 35 n.4 (1st Cir. 2011) (describing the standards
for evaluating motions to dismiss and motions for judgment on
the pleadings as "essentially the same").
to dismiss are reviewed "accepting as true all
well-pleaded facts" in the complaint, "analyzing
those facts in the light most hospitable to the
plaintiff's theory, and drawing all reasonable inferences
for the plaintiff." United States ex. rel. Hutcheson
v. Blackstone Med., Inc., 647 F.3d 377, 383 (1st Cir.
complaint must provide a "short and plain statement of
the claim showing that the pleader is entitled to
relief" as required by Fed.R.Civ.P. 8(a)(2). While a
complaint attacked on a motion to dismiss "does not need
detailed factual allegations, a plaintiff's obligation to
provide the ‘grounds' of his ‘entitle[ment]
to relief' requires more than labels and conclusions, and
a formulaic recitation of the elements of a cause of action
will not do." Bell Atlantic Corp. v. Twombly,
550 U.S. 544, 555 (2007) (citations omitted). The
"[f]actual allegations must be enough to raise a right
to relief above the speculative level, " id.,
and allow "the court to draw the reasonable inference
that the defendant is liable for the misconduct
alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). The First Circuit has summarized the Twombly
and Iqbal standard as requiring "an adequate
complaint" under Rule 8(a)(2) to "provide fair
notice to the defendants and state a facially plausible legal
claim." Ocasio-Hernández v.
Fortuño-Burset, 640 F.3d 1, 12 (1st Cir. 2011).
and Twombly set out two working principles
underlying the standard for adequately pled complaints; these
principles translate to a two-pronged approach for courts
evaluating motions to dismiss. Id. The first
principle is that "the tenet that a court must accept as
true all of the allegations contained in a complaint is
inapplicable to legal conclusions." Iqbal, 556
U.S. at 678. A court must therefore begin its analysis by
"identifying and disregarding statements in the
complaint that merely offer ‘legal conclusion[s]
couched as . . . fact[ ]' or ‘[t]hreadbare recitals
of the elements of a cause of action.'"
Ocasio-Hernández, 640 F.3d at 12 (citations
omitted) (alterations in original). Only factual allegations,
not conclusory statements regarding the applicability of law,
may be considered in assessing whether the Plaintiff has
satisfied the pleading standard.
second working principle is that "only a complaint that
states a plausible claim for relief survives a motion to
dismiss." Iqbal, 556 U.S. at 679. If the
recited facts "do not permit the court to infer more
than the mere possibility of misconduct, " the
complainant has failed to show entitlement to relief.
Id. In evaluating the complaint, the
"[n]on-conclusory factual allegations in the complaint
must then be treated as true, even if seemingly
incredible." Ocasio-Hernández, 640 F.3d
at 12. The court may not assess the likelihood of proving the
factual allegations but instead must evaluate facial
plausibility based on whether the factual content, if proven,
"‘allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.'" Id. (quoting Iqbal, 556
U.S. at 663).
threshold, Defendants challenge Plaintiffs' standing,
citing Plaintiffs' failure to allege an employment
relationship with any particular defendant. Defendants
further argue that Plaintiffs fail to plead facts sufficient
to allege plausible FLSA, ERISA, or RICO claims. I begin with
a discussion of First Circuit case law considering similar
complaints and then apply those decisions in the context of
this case and the arguments the parties have made to me.
The First Circuit's Treatment of Hospital Compensation
First Circuit has addressed three related cases, which it
refers to as "hospital compensation cases, "
asserting substantially similar claims to those presented by
Plaintiffs' Counsel here. See Manning v.
Boston Medical Center Corp., 725 F.3d 34, 39 (1st
Cir. 2013) ("Manning A"); Cavallaro
v. UMass Mem'l Healthcare Inc.,
678 F.3d 1 (1st Cir. 2012) ("Cavallaro
A"); Pruell v. Caritas Christi,
678 F.3d 10 (1st Cir. 2012) ("Pruell
A-2"). Each complaint asserted that a hospital
network violated federal and state wage-and-hour laws in
precisely the same ways: by requiring or permitting unpaid
work to be performed during meal breaks due to an automatic
timekeeping deduction, before and after employee shifts, and
in training programs. Thus, while "precise rules will
always be elusive" in determining whether a complaint
states an adequate claim for relief, Pruell A-2, 678
F.3d at 15, the First Circuit's three hospital
compensation case opinions provide an unusually clear map of
the relevant terrain. They lay out precisely what information
must be alleged to state these wage-and-hour claims in the
hospital context plausibly.
Pruell A-2, the First Circuit found conclusory and
speculative the statement that plaintiffs "regularly
worked hours over 40 in a week and were not compensated for
such time." 678 F.3d at 13. The court also held that
additional specificity provided by the alleged mechanisms for
undercompensation - the unpaid meal breaks, pre- and
post-shift work, and training sessions - was not enough to
render the complaint adequately pled. Id. at 14.
Without examples of the unpaid time, ideally including
descriptions of the type of work performed, the complaint did
not show that the relevant work was compensable (the court
noted that various types of pre-shift work or training
programs are non-compensable) or that the defendants did not
make it up to the employees through premium pay of one form
or another. Id.
Cavallaro A, the First Circuit focused on a
different deficiency in the complaint: the failure to
identify any employer for the named plaintiffs. 678 F.3d at
9-10. It also rejected plaintiffs' arguments that since
under a "joint employer" or "integrated
enterprise" theory liability could extend beyond a
particular hospital to the network, it was not necessary to
name any plaintiff's direct employer specifically. To the
contrary, the First Circuit advised, "some direct
employer needs to be identified before anyone in the group
could be liable on the theory that some or all were
responsible." Id. at 10.
complaint in this case suffers from both of these
deficiencies. As with the Cavallaro complaint, it
does not identify what defendant actually employed the
plaintiffs. It states only that the named plaintiffs
"were employees under the FLSA, employed within this
District and reside within this District." [Dkt 1 ¶
76]. And as with the Pruell complaint, only the most
general allegations of undercompensation are provided without
any of the examples or other forms of specificity that could
show a plausible claim of wage-and-hour violations. Indeed,
the complaint before me does not even allege that plaintiffs
regularly worked more than 40 hours in a week, a most basic
predicate fact for finding overtime violations.
contrast, the First Circuit in Manning A found the
FLSA allegations to be sufficient. 725 F.3d at 47. That
complaint identified the specific jobs of the named
plaintiffs and what work they performed during their meal
breaks and before and after shifts, describing nurses who
chart or monitor patients during the breaks and an
administrative assistant who made phone calls and drafted
correspondence during her unpaid time. Id. at 45-46.
The Manning complaint also included allegations that
estimate how often the named plaintiffs worked forty
hour-per-week shifts: some regularly, some once a month, and
some once a year. Id. at 46-47. None of this detail,
which the First Circuit found important in distinguishing the
Manning pleading from the Pruell and
Cavallaro complaints, appears in the complaint
before me. Nor does any other form of specificity - not
otherwise highlighted by the First Circuit - distinguish this
complaint from those in Pruell or
Cavallaro. No other information is provided that
offsets the plaintiff's failure to identify their
employers, their specific job descriptions, their staffing
patterns or the type of work for which they were not
compensated. Under clear precedent - precedent with the
unusual benefit of analyzing complaints that to a large
degree were "‘substantially identical' to the
one at issue in this case, " Manning A, 725
F.3d at 42 (quoting District Court) - the complaint now
before me fails adequately to state a claim under the FLSA.
this First Circuit case law regarding the pleading of
hospital compensation cases as backdrop, I now turn to more
detailed consideration of the specific shortcomings of the
operative complaint in this case.
Standing and Employment Relationship
argue Plaintiffs lack standing because they have failed to
allege that they were employed by any particular defendant,
much less by all of the individual defendants or entities
listed in the caption of the case or described in the
complaint. Defendants argue that the complaint contains
insufficient facts to demonstrate ...