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Vertex Pharmaceuticals, Inc. v. Renshaw

United States District Court, D. Massachusetts

March 15, 2017

VERTEX PHRMACEUTICALS, INC., Plaintiff,
v.
FRANK GARY RENSHAW, Defendant. FRANK GARY RENSHAW, Counterclaim Plaintiff,
v.
VERTEX PHRMACEUTICALS, INC., MARINA PENNEY, and SCOTT FIELDS, Counterclaim Defendants.

          MEMORANDUM AND ORDER ON MOTION TO DISMISS COUNTERCLAIMS

          F. Dennis Saylor IV, United States District Judge

         This is a dispute arising out of an employment agreement. Vertex Pharmaceuticals, Inc., is a biotechnology company that develops treatments for cancer and other diseases. Frank Gary Renshaw was formerly employed at Vertex as a Senior Medical Director. In that position, he was responsible for overseeing the regulatory approval process for certain cancer treatments. He resigned after less than a year. Vertex has filed a lawsuit against Renshaw seeking recovery of the signing bonus and relocation expenses they paid him. Renshaw has filed a counterclaim alleging breach of the implied covenant of good faith and fair dealing against Vertex, and intentional interference with contractual relations against two of his former supervisors.

         The counterclaim defendants have moved to dismiss the counterclaim for failure to state a claim upon which relief can be granted. For the following reasons, the motion to dismiss will be denied.

         I. Background

         The facts are set forth as alleged in the amended counterclaim.

         Frank Renshaw is a physician and former employee of Vertex Pharmaceuticals, Inc. Vertex is a biotechnology company that researches and develops treatments for cancer and other diseases. Scott Fields and Marina Penney supervised Renshaw’s work at Vertex.

         On September 15, 2015, Vertex hired Renshaw to be a Senior Medical Director. (Am. Countercl. ¶ 5). The parties signed an employment agreement that provided that Renshaw would receive a hiring bonus of $120,000 and was eligible for “relocation benefits.” (Id., Ex. 1). The agreement stated that if Renshaw terminated his employment voluntarily within the first twelve months, he would “be required to repay the Hiring Bonus to the Company in full.” (Id.). It further stated that Renshaw had a “target cash bonus for a full calendar year [of] 25% of [his] annual base” which would be awarded based upon his performance and the company’s performance, and was contingent on his continued employment on the date the award was paid at the end of the calendar year. (Id.). It further provided that he was eligible to receive an equity grant based upon his and the company’s performance. (Id.). The employment agreement explicitly provided that Renshaw was joining Vertex as an at-will employee. (Id.).

         In his capacity as Senior Medical Director, Renshaw led a team in the effort to obtain regulatory approval of cancer treatments, including overseeing patient studies. (¶¶ 13–14). The counterclaim alleges that upper management at Vertex failed to provide him with the necessary resources to enroll a sufficient number of patients in those studies. (Id. ¶ 19). It further alleges that Fields removed Renshaw from a key project, refused to accommodate a revised schedule necessary for him to meet his family demands, prevented him from attending important meetings and telephone calls, and eventually informed him that Vertex was replacing him with two consultants. (Id. ¶¶ 21-23). It alleges that Penney also prevented him from attending important meetings and included study design comments without his approval that made it difficult to enroll patients in studies. (Id. ¶ 26). The counterclaim alleges that those actions left Renshaw without authority in a non-existent job, effectively transferring his position to someone else. (Id. ¶ 29). He resigned before the end of his first year with the company. (Id. ¶ 33).

         On September 21, 2016, Vertex brought this action to recover the signing bonus and relocation expenses paid to Renshaw. Renshaw filed an answer and counterclaim on October 26, 2016. He amended the counterclaim on January 5, 2017.

         The counterclaim defendants have moved to dismiss the counterclaim.[1]

         II. Analysis

         On a motion to dismiss, the court “must assume the truth of all well-plead[ed] facts 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)). To survive a motion to dismiss, the counterclaim must state a claim that is “plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). That is, “[f]actual allegations must be enough to raise a right to relief above the speculative level . . . on the assumption that all the allegations in the [counterclaim] are true (even if doubtful in fact).” Id. at 555 (citations omitted). “The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 556). Dismissal is appropriate if the counterclaim fails to set forth “factual allegations, either direct or inferential, respecting each material element necessary to sustain recovery under some actionable legal theory.” Gagliardi v. Sullivan, 513 F.3d 301, 305 (1st Cir. 2008) (quoting Centro Médico del Turabo, Inc. v. Feliciano de Melecio, 406 F.3d 1, 6 (1st Cir. 2005)).

         A. Violation of the Implied Covenant of Good Faith and Fair Dealing

         Count One of the amended counterclaim alleges that Vertex violated the implied covenant of good faith and fair dealing by constructively terminating Renshaw. Where, as here, the relationship at issue was one of at-will employment, the claimant must show that the employer terminated him “in order to deprive him of compensation fairly earned and legitimately expected for services already rendered.” Barthelmes v. Kimberly-Clark Corp., 2015 WL 1431156, at *13 (D. Mass. Mar. 27, 2015) (quoting Cochran v. Quest Software, Inc.,328 F.3d 1, 8 (1st Cir. 2003)). See also Fortune v. Nat'l Cash Register Co., ...


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