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Hamilton v. Partners Healthcare System, Inc.

United States District Court, D. Massachusetts

July 21, 2016

DIANE HAMILTON, LYNNE P. CUNNINGHAM and CLAIRE KANE, on behalf of themselves and and all other similarly situated, Plaintiffs,



         Plaintiffs Diane Hamilton, Lynne P. Cunningham and Claire Kane (collectively, "Plaintiffs") brought this case as a state wage and hour action in the Middlesex Superior Court on behalf of themselves and all other similarly situated employees of a number of entities said to comprise the Partners Healthcare System. It was removed to this court on federal preemption grounds. It has been considered jointly with an earlier filed federal claim action (Civil Action No. 09-11461-DPW), brought by the same plaintiffs against the same defendants, raising wage and hour claims under various federal statutes.

         In this nominally state law case, plaintiffs allege[1] that their employers maintained policies which violate Mass. Gen. Laws ch. 149, ' 148 (Count I), requiring prompt payment of wages, and Mass. Gen. Laws ch. 151 ' 1A (Count II), requiring the payment of overtime wages for time worked in excess of forty hours per workweek. Plaintiffs further contend that the employers' activities constitute breach of express or implied contracts and form the basis for claims of money had and received in assumpsit, quantum meruit/unjust enrichment, fraud, negligent misrepresentation, conversion, and failure to keep accurate records. Id. Counts III-IX, XII-XIII. Two counts alleging equitable estoppel and promissory estoppel, id. Counts X-XI, were dismissed by stipulation of the parties [Dkt. No. 84]. Defendants moved [Dkt. No. 117] for judgment on the pleadings on all remaining counts. By endorsement, I have granted [Dkt. No. 165] the motion in part and denied the motion in part. This Memorandum and Order provides the parties with the extended explanation I promised them for that disposition of the motion.

         I. BACKGROUND

         The 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.[2] Compl.2. In addition to the named defendants, the complaint lists 27 healthcare facilities and centers said to be operated by named defendants and over 100 "affiliated" healthcare facilities and centers. Id. ¶¶ 5-6. Plaintiffs refer to the named defendants, their facilities and centers, and the affiliates as "Partners" or "Defendants." Id. ¶ 7.

         With respect to the Plaintiffs themselves, the complaint merely states that they "are residents of the Commonwealth of Massachusetts. Diane Hamilton and Lynne P. Cunningham reside in Essex County and Claire Kane resides in Norfolk County." Id. ¶ 61. One might infer from the complaint that Plaintiffs have been employees of one of the many Defendants (or perhaps an affiliate) but the complaint provides no information as to which Defendant(s) employed which Plaintiff(s), where or over what time period.

         Plaintiffs allege that Defendants maintain pay policies which deny Plaintiffs their compensation for all hours worked, including applicable premium pay. Compl. 64. In particular, Plaintiffs allege that Defendants (1) automatically deduct thirty minutes of time per day from each 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. ¶¶72-102.

         The plaintiffs' complaint was met with a motion to dismiss asserting inadequate pleadings [Dkt. No. 26]. Plaintiffs, for their part, sought remand [Dkt. No. 40] to the state court. When the parties reported that they were engaged in mediation, 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 May 6, 2010].

         The mediation process ultimately generated two successive motions for preliminary approval of class and collective action settlements. At hearings on each motion, 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. 96 (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 the hearing, 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 Card Interchange Fee and Merchant Discount Antitrust Litigation, 2016 WL 3563719 at *8 (2d Cir. June 30, 2016).

         Although 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 the motions for judgment on the pleadings in both the federal claim and the state claim actions. 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.[3] After an extended period of time, I explain in this - and the related Memorandum and Order I enter under 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.


         Federal Rule of Civil Procedure 12(c) allows a motion for judgment on the pleadings to 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, et al., 573 F.3d 17, 23 (1st Cir. 2009); see also Erlich v. Ouellette, Labonte, Roberge & 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").

         Motions 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." U.S. ex. rel. Hutcheson v. Blackstone Med., Inc., 647 F.3d 377, 383 (1st Cir. 2011).

         A complaint must provide "a short and plain statement of the claim showing that the pleader is entitled to relief, " Fed.R.Civ.P. 8(a)(2). While a complaint "does not need detailed factual allegations, a plaintiff's obligation to provide the ‘grounds' of her ‘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) (citation omitted). The "[f]actual allegations must be enough to raise a right to relief above the speculative level." Id. "An adequate complaint" for purposes of Rule 8(a)(2), must therefore "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); see also Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (explaining that a complaint must contain "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged").

         III. ANALYSIS

         In their motion for judgment on the pleadings, Defendants argue that Plaintiffs engage in improper claim splitting, fail to allege sufficient facts to show standing or allege employer relationships, and fail to plead plausible claims. They also contend that an exemption for hospitals requires dismissal of the statutory claims, that the FLSA is the exclusive remedy for claims for overtime wages, that all claims are preempted by ERISA and must be dismissed for failure to exhaust remedies, and that the claims of Plaintiffs Cunningham and Hamilton are preempted by ' 301 of LMRA, which also requires their dismissal.

         Although there is no motion to remand currently before me, at the threshold I examine the two bases for removal - preemption under the LMRA and ERISA - to determine whether those statutes properly confer federal subject matter jurisdiction over this action and whether they require dismissal as the Defendants contend. See Pruell v. Caritas Christi, 645 F.3d 81, 84 (1st Cir. 2011) ("Pruell A-1")[4] (noting, in a similar case, that the potential lack of preemption by LMRA puts subject matter jurisdiction in doubt).

         Defendants contend that Plaintiff Hamilton and Plaintiff Cunningham are both subject to collective bargaining agreements ("CBAs") with their respective employers. Despite their "coy" pleading, cf. Pruell A-1, 645 F.3d at 83 (noting "coyness of the plaintiffs' counsel" in failing to provide clear indication whether named plaintiff was employee covered by a CBA) and extended fencing over the issue, I find as part of my responsibilities to address jurisdiction at the outset, that both Plaintiff Cunningham and Plaintiff Hamilton are subject to a collective bargaining agreement. Moreover, I find that plaintiff Kane is not subject to a CBA.

         I make this factfinding as part of the jurisdictional inquiry authorized by the First Circuit at the pleading stage. In this connection, it is important to note that when jurisdiction is at issue in pleadings practice, materials beyond the pleadings themselves may be considered. The First Circuit has described the ways in which factual materials may be considered when confronting jurisdictional challenges:

The first way is to mount a challenge which accepts the plaintiff's version of jurisdictionally-significant facts as true and addresses their sufficiency, thus requiring the court to assess whether the plaintiff has propounded an adequate basis for subject-matter jurisdiction. Ohio Nat'l Life Ins. Co. v. United States, 922 F.2d 320, 325 (6th Cir. 1990); Menchaca v. Chrysler Credit Corp., 613 F.2d 507, 511 (5th Cir. 1980). In performing this task, the court must credit the plaintiff's well-pleaded factual allegations (usually taken from the complaint, but sometimes augmented by an explanatory affidavit or other repository of uncontested facts), draw all reasonable inferences from them in her favor, and dispose of the challenge accordingly. See Herbert v. Nat'l Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992); Lawrence v. Dunbar, 919 F.2d 1525, 1528-29 (11th Cir. 1990) (per curiam); see also Barrett v. Lombardi, 239 F.3d 23, 30-31 (1st Cir. 2001) (assuming truth of uncontested facts set forth in plaintiff's explanatory affidavit). For ease in classification, we shall call this type of challenge a "sufficiency challenge."
The second way to engage the gears of Rule 12(b)(1) is by controverting the accuracy (rather than the sufficiency) of the jurisdictional facts asserted by the plaintiff and proffering materials of evidentiary quality in support of that position. Unlike, say, a motion for summary judgment under Federal Rule of Civil Procedure 56(c), this type of challenge under Federal Rule of Civil Procedure 12(b)(1) - which we shall call a "factual challenge" - permits (indeed, demands) differential factfinding. Thus, the plaintiff's jurisdictional averments are entitled to no presumptive weight; the court must address the merits of the jurisdictional claim by resolving the factual disputes between the parties. See Garcia v. Copenhaver, Bell & Assocs., 104 F.3d 1256, 1261 (11th Cir. 1997). In conducting this inquiry, the court enjoys broad authority to order discovery, consider extrinsic evidence, and hold evidentiary hearings in order to determine its own jurisdiction. See Lawrence, *364 919 F.2d at 1529; Rosales v. United States, 824 F.2d 799, 803 (9th Cir. 1987).
The rationale for this praxis is obvious. A court's authority to hear a particular case is a necessary precondition to the proper performance of the judicial function. Thus, when a factbound jurisdictional question looms, a court must be allowed considerable leeway in weighing the proof, drawing reasonable inferences, and satisfying itself that subject-matter jurisdiction has attached. See Williamson v. Tucker, 645 F.2d 404, 412- 13 (5th Cir. 1981).

Valentin v. Hosp. Bella Vista, 254 F.3d 358, 363-64 (1st Cir. 2001).

         Defendants have provided evidence showing Hamilton and Cunningham were union members subject to a CBA and that Plaintiff Kane was not. Plaintiffs' Counsel has declined to confront this evidence, except by professions of ignorance about the matter. The issue was framed at the commencement of this action in this Court by removal. The CBAs attached to the notice of removal, which Defendants state and Plaintiffs do not contest, governed Plaintiff Cunningham's (and Plaintiff Hamilton's) employment at the Shaughnessy-Kaplan Rehabilitation Hospital, provide for broad grievance procedures. See generally Dkt. No. 1, Exhibits C, D and E. The CBA for the 2005-2007 period states that "The grievance and arbitration procedure provided for herein shall be the exclusive procedure for resolution of disputes concerning the interpretation or application of the Agreement, " [Dkt. No. 1-5 § 6.1] as does the 2002-2004 version of that CBA [Dkt. No. 1-6 § 6.1]. See generally Plaintiffs' Status Report, Sept. 4, 2011 [Dkt. No. 163]; Defendants' Status Report, Sept. 4, 2012 [Dkt. No. 162]. See also Tr. Aug. 3, 2011, at 10-14, esp. at 12 [Dkt. No. 134] (Plaintiffs' Counsel reports he understands Plaintiff "Kane is not in a union, definitely knows that. Lynne Cunningham believes she is a member of a union. Diane Hamilton is uncertain as to whether she is - - was a member of a union when she worked there [Shaugnessy Kaplan] last in 2008").[5] Moreover, Plaintiffs' Counsel unsuccessfully proposed an arrangement[6] to dismiss claims in his case necessarily predicated on the assumption that Plaintiffs Hamilton and Cunningham were covered by a CBA with their employer Shaughnessy Kaplan Rehabilitation Hospital and that Plaintiff Kane was not covered by a CBA[7] as an employee of Massachusetts General Hospital [Dkt. No. 163, Ex. G].

         A. LMRA Preemption

         Because Plaintiff Kane is not subject to a collective bargaining agreement, the discussion in this subsection regarding LMRA preemption applies only to the claims of Plaintiffs Cunningham and Hamilton.

         Defendants argue that all claims with respect to Plaintiffs Cunningham and Hamilton are preempted pursuant to ' 301 of the LMRA and that they must be dismissed for Plaintiffs' failure to exhaust remedies through the applicable CBAs. Section 301 creates federal jurisdiction over "[s]uits for violation of contracts between an employer and a labor ...

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