Joseph Rogier et al. 
Herbert G. Chambers et al.  ; Other Parties: Anthony Kent et al. 
Herbert G. Chambers et al. No. 134818
September 1, 2016
MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO
P. Leibensperger, Justice of the Superior Court.
former employees of automobile dealerships owned by
defendant, Herbert G. Chambers, allege violations of the
Massachusetts Wage Act and minimum wage and overtime laws.
Plaintiffs seek relief on behalf of themselves and a class of
all others similarly situated. This motion to dismiss
presents the issue of whether plaintiffs may maintain the
action against corporate entities by which they were not
directly employed. Based on the relatedness of the defendant
entities, plaintiffs argue that they have standing to
proceed. The non-employer defendants, on the other hand,
contend that they are entitled to rely upon the law
respecting separate corporate formations to limit plaintiffs
to asserting claims only against their direct employers. For
the reasons stated below, the non-employer defendants'
motion will be allowed.
nine plaintiffs in Rogier (No. 2015-2876) are former
employee salespersons at four separate dealerships owned by
Chambers. Each of the dealerships is organized as a separate
corporation. Rogier and Saia worked at Herb Chambers of
Burlington, Inc. Kent, Garrett, Sebelon, Younis and Devlin
worked at Herb Chambers Route 9, Inc. Underwood worked at
Herb Chambers of Natick, Inc. Zerai worked at Herb Chambers
1186, Inc. The Rogier plaintiffs sue twenty-seven
(27) corporations in addition to their direct employers, plus
two individuals--Herbert G. Chambers, the owner, president,
treasurer, and sole registered director of each of the named
defendants, and James Duchesneau, the chief financial
officer, vice president and assistant secretary of defendant
Jennings Road Management Corp. (" JRM").
five plaintiffs in Kent (No. 2016-849) are former
employee Client Care Specialists and/or Business Development
Managers at four separate dealerships owned by
Chambers. Each of the dealerships is a separate
corporation. Kent and Devlin worked at Herb Chambers of
Westborough, Inc. Avallon and Underwood worked at Herb
Chambers of Natick, Inc. Avallon also worked at Herb Chambers
Andover Street, Inc. Razon worked at Herb Chambers 1186, Inc.
As in Rogier, the Kent plaintiffs sue
twenty-seven (27) corporations in addition to their direct
employers, as well as Chambers and Duchesneau.
in both cases state in their complaints that they were
employed by " defendants" without specifying which
of the dealerships or other defendants they are referring to.
It is evident from plaintiffs' memoranda in opposition to
defendants' motion to dismiss, however, that the use by
plaintiffs of the generic " defendants" as their
employers is meant as a legal conclusion. That is, that
according to plaintiffs all defendants " employed"
them based on the legal theories of " joint
employer" or " single integrated enterprise"
as allegedly recognized under the Federal Fair Labor
Standards Act (" FLSA"). To clarify,
plaintiffs' counsel was asked at oral argument on this
motion whether it could be stipulated as to which entity
actually engaged each plaintiff and issued a paycheck to each
plaintiff. Plaintiffs' counsel then stipulated that each
plaintiff received his or her paycheck from the dealership
where each worked. Therefore, for purposes of analyzing the
parties' arguments with respect to this motion to
dismiss, the dealership corporation where a plaintiff worked
will be referred to as his or her direct employer, and the
court will consider whether, as a matter of law, the other
defendants may be potentially liable as indirect employers
under the Massachusetts statutes.
Rogier, plaintiffs allege that as salespersons they
were paid based solely on commissions earned from the sale of
vehicles. In Kent, plaintiffs allege that as Client
Care Specialists and/or Business Development Managers they
were paid between $400 and $800 per week, plus contingent
production bonuses. In both cases, plaintiffs allege that the
payment scheme violated the Massachusetts Wage Act (G.L.c.
149, § § 148, 150) and statutory requirements for
the payment of minimum wages and overtime (G.L.c. 151, §
§ 1, 1A and 1B).
stage, defendants do not contest whether each plaintiff
adequately pleads claims against his or her direct employer
corporation, as well as against Chambers as the president and
treasurer of each direct employer corporation.
Defendants' argument is that plaintiffs do not have
standing to sue corporations that were not their direct
employers. Because Duchesneau was not an officer of any of
the direct employer corporations, defendants contend that
plaintiffs may not assert any claims against him.
the well-known standard for the consideration of a motion to
dismiss. To survive a motion to dismiss, a complaint must set
forth the basis for the plaintiff's entitlement to relief
with " more than labels and conclusions."
Iannacchino v. Ford Motor Co., 451 Mass. 623, 636,
888 N.E.2d 879, quoting Bell A. Corp. v. Twombly,
550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007).
The court accepts as true the facts alleged in the complaint
and draws every reasonable inference in favor of the
plaintiff. Curtis v. Herb Chambers I-95, Inc., 458
Mass. 674, 676, 940 N.E.2d 413 (2011). Where, as here, the
motion attacks the standing of a plaintiff to assert a claim,
the motion implicates whether the court has subject matter
jurisdiction, although the issue may also be addressed as one
raising whether the plaintiff fails to state a claim upon
which relief may be granted. Doe v. The Governor,
381 Mass. 702, 705, 412 N.E.2d 325 (1980).
motion to dismiss raises a pure question of law: Does
Massachusetts law recognize that an employee may sue a
corporation other than his or her direct employer for
violation of employment laws? Stated another way, assuming
the truth of plaintiffs' allegations regarding the common
ownership and common operating policies of the corporations
within the Herb Chambers family of dealerships, and the
control and exercise of authority by at least one of those
corporations, JRM, may an employee of one dealership claim
that he is also an employee of the other companies? The
answer to that question if this case were brought under the
FLSA appears to be " yes, " at least as to JRM if
not the other dealership corporations. Whether the answer is
the same under Massachusetts law requires, principally, an
examination of the respective statutes and then an
application of Massachusetts common law. Counsel for both
sides indicate that there is no Massachusetts appellate
precedent directly on point.
the FLSA, 29 U.S.C. § 201 et seq. (" the
Act"), an employee may have multiple employers for the
work he performs, each entity responsible for compliance with
the requirements of the statute. Baystate Alternative
Staffing, Inc. v. Herman, 163 F.3d 668, 675 (1st Cir.
1998) (" Baystate ") (" The FLSA
contemplates several simultaneous employers, each responsible
for compliance with the Act"). That is because of the
" expansiveness" of the Act's definition of
" employer." Falk v. Brennan, 414 U.S.
190, 195, 94 S.Ct. 427, 38 L.Ed.2d 406 (1973). The Act
defines " employer" as " any person acting
directly or indirectly in the interest of an employer in
relation to an employee . . ." 29 U.S.C. § 203(d).
The definition is broad and comprehensive so as to apply to
many working relationships that, absent the Act, would not
fall within an employer-employee category. Baystate
at 675. " [T]he remedial purposes of the FLSA require
courts to define " ...