United States District Court, D. Massachusetts
DIANE HAMILTON, LYNNE P. CUNNINGHAM and CLAIRE KANE, on behalf of themselves and 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 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
nominally state law case, plaintiffs allege 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.
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.¶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.
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.
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.
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].
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).
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. 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.
STANDARD OF REVIEW
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").
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.
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
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.
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") (noting, in a
similar case, that the potential lack of preemption by LMRA
puts subject matter jurisdiction in doubt).
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.
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
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
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).
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"). Moreover,
Plaintiffs' Counsel unsuccessfully proposed an
arrangement 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 as an employee of Massachusetts
General Hospital [Dkt. No. 163, Ex. G].
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.
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 ...