United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON DEFENDANT’S MOTION TO
DISMISS (DOCKET NO. 8)
TIMOTHY S. HILLMAN DISTRICT JUDGE
Gordon (Plaintiff) brought this action against his former
employer, AstraZeneca AB (AstraZeneca or Defendant), to
recover unpaid severance benefits. He asserts claims under
the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §
148, and for common-law breach of contract. Defendant moves
to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of
Civil Procedure. For the reasons set forth below,
Defendant’s motion (Docket No. 8) is granted.
following facts are taken from Plaintiff’s complaint
and are assumed true for the purposes of this motion. For
approximately the last eighteen years, AstraZeneca employed
Plaintiff, primarily as a senior engineer, at its location in
Westborough, Massachusetts. In August of 2014, AstraZeneca
announced that the Westborough branch would be closing.
Thereafter, Plaintiff requested a copy of the company’s
Separation Plan (Plan). In October of 2014, AstraZeneca
provided Plaintiff with a copy of the Separation Plan Summary
(Plan Summary). The Plan Summary included information on how
an employee may be given “Notice of Termination”
and a “Termination Date” if selected for
involuntary termination, entitling the employee to benefits
under the Plan. These benefits included a lump-sum separation
payment and a continuation of health benefits, life
insurance, and access to the employee assistance program.
of 2015, Plaintiff met with his supervisor and a human
resources representative and orally received a termination
date of September 10, 2015. In reliance on this termination
date, he sought other employment opportunities. He declined
job offers beginning prior to the termination date to ensure
that he would receive the severance pay promised under the
13, 2015, after Plaintiff had secured other employment,
AstraZeneca notified its employees in a company-wide
announcement that the Westborough branch would remain open
for an additional year. Plaintiff worked for AstraZeneca
until his oral termination date of September 10, 2015. On
October 7, 2015, AstraZeneca issued a letter to its employees
that read in part: “If employees have received an exit
date and are asked to stay past that date, they are not
required to extend employment and will still receive
separation benefits.” (Docket No. 1-1 at 12.) The
letter further noted that “[a]n employee who has not
received a Notice of Termination, who does not wish to stay
with [AstraZeneca] would forfeit their separation
benefits.” (Docket No. 1-1 at 12.) Plaintiff made a
written request for benefits, which was denied in writing in
September of 2015. Significantly, the denial letter informed
him of his right to appeal the decision within sixty days of
receipt of the letter. He did not pursue an appeal, and in
March of 2016 he brought this suit in Superior Court.
Defendant removed the action to this Court and now moves to
dismiss pursuant to Rule 12(b)(6) of the Federal Rules of
withstand a Rule 12(b)(6) motion to dismiss, a complaint must
allege a claim that plausibly entitles the plaintiff to
relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544,
559, 570 (2007). Plausibility does not require probability
but “it asks for more than a sheer possibility the
defendant has acted unlawfully.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (citing
Twombly, 550 U.S. at 556). While a complaint
“does not need detailed factual allegations, ” it
“requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action
will not do.” Twombly, 550 U.S. at 555
(citations omitted). “The relevant inquiry focuses on
the reasonableness of the inference of liability that the
plaintiff is asking the court to draw from the facts alleged
in the complaint.” Ocasio-Hernàndez v.
Fortuño-Burset, 640 F.3d 1, 13 (1st Cir. 2011).
considering a motion to dismiss, the court must take all of
the well-pleaded factual allegations as true and “give
the plaintiff the benefit of all reasonable inferences
therefrom.” Ruiz v. Bally Total Fitness Holding
Corp., 496 F.3d 1, 5 (1st Cir. 2007) (citing Rogan
v. Menino, 175 F.3d 75, 77 (1st Cir. 1999)). In addition
to the complaint, the court may consider “documents the
authenticity of which are not disputed by the parties; . . .
documents central to plaintiffs’ claim; [and] documents
sufficiently referred to in the complaint.” Curran
v.Cousins, 509 F.3d 36, 44 (1st Cir. 2007) (quoting
Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)).
“This is true even when the documents are incorporated
into the movant's pleadings.” Id.
dispositive issue in this case is whether Plaintiff’s
state-law claims are preempted by the Employee Retirement
Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001
et seq, and thus subject to the sixty-day appeal
period. A state-law cause of action is preempted by ERISA
when “an individual, at some point in time, could have
brought his [or her] claim under [ERISA’s civil
enforcement provision], and where there is no other
independent legal duty that is implicated by a
defendant's actions.” Aetna Health Inc. v.
Davilla, 542 U.S. 200, 210 (2004). ERISA’s
preemption clause provides that “the provisions of this
subchapter . . . shall supersede any and all State laws
insofar as they may now or hereafter relate to any employee
benefit plan . . . .” 29 U.S.C. § 1144(a). Thus,
the “ERISA preemption analysis . . . involves two
central questions: (1) whether the plan at issue is an
‘employee benefit plan’ and (2) whether the cause
of action ‘relates to’ this employee benefit
plan.” Hampers v. W.R. Grace & Co., 202
F.3d 44, 49 (1st Cir. 2000) (quoting McMahon v. Digital
Equip. Corp., 162 F.3d 28, 36 (1st Cir. 1998)).
Whether the Plan is an ERISA Plan
employee benefit may be considered a plan for purposes of
ERISA only if it involves the undertaking of continuing
administrative and financial obligations by the employer to
the behoof of employees or their beneficiaries.”
Belanger v. Wyman-Gordon Co., 71 F.3d 451, 454 (1st
Cir. 1995) (citing Fort Halifax Packing Co. v.
Coyne, 482 U.S. 1, 12 (1987); District of Columbia
v. Greater Wash. Bd. of Trade, 506 U.S. 125, 130 n.2
(1992)). When evaluating whether a given program falls under
ERISA, the court looks to “the nature and extent of an
employer’s benefit obligations.” O'Connor
v. Commonwealth Gas Co., 251 F.3d 262, 266-67 (1st Cir.
2001) (quoting Rodowicz v. Mass. Mut. Life Ins. Co.,
192 F.3d 162, 170, amended by 195 F.3d 65 (1st Cir.
Those obligations are the touchstone of the determination: if
they require an ongoing administrative scheme that is subject
to mismanagement, then they will more likely constitute an
ERISA plan; but if the benefit obligations are merely a
one-shot, take-it-or-leave-it incentive, they are less likely
to be covered. Particularly germane to assessing an
employer's obligations is the amount of discretion
wielded in implementing them. Where subjective judgments
would call upon the integrity of an employer's
administration, the fiduciary duty imposed by ERISA is vital.
But where benefit ...