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Gordon v. AstraZeneca AB

United States District Court, D. Massachusetts

August 9, 2016

COLIN GORDON, Plaintiff,



         Colin 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.[1] 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.


         The 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.

         In May 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 Plan.

         On July 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 Civil Procedure.

         Standard of Review

         To 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).

         In 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.


         The 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)).

         1. Whether the Plan is an ERISA Plan

         “[A]n 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. 1999)).

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 ...

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