United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON MOTION TO DISMISS
Dennis Saylor IV, United States District Judge
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.
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.
facts are set forth as alleged in the amended counterclaim.
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.
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.).
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.
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.
counterclaim defendants have moved to dismiss the
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)).
Violation of the Implied Covenant of Good Faith and Fair
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
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