Superior Court of Massachusetts, Suffolk, Business Litigation Session
Derek Wright et al. on Behalf of Themselves and All Others Similarly Situated
Balise Motor Sales Company et al.  No. 136807
April 19, 2017
MEMORANDUM AND ORDER ON DEFENDANTS' PARTIAL
MOTION TO DISMISS AND MOTION FOR A MORE DEFINITE
Kenneth W. Salinger, Justice of the Superior Court.
Wright previously sold cars at Balise Hyundai in Hyannis,
Massachusetts, for Cape Hy, Inc. Nathaniel Towse sold cars in
West Springfield, Massachusetts for Balise Motor Sales
Company. Wright and Towse claim that they are owed unpaid
overtime, Sunday premium pay, and minimum wages. They assert
a variety of statutory claims as well as common-law claims
for breach of contract and unjust enrichment or quantum
meruit. They seek to assert the same claims on behalf of a
putative class of similarly situated salespeople.
have moved to dismiss the four common-law claims and to
compel a more definite statement as to the scope of the
putative class. The Court will allow the partial motion to
dismiss but deny the motion for a more definite statement.
Court concludes that Defendants are entitled to dismissal of
the common-law claims because the facts alleged in the
complaint do not plausibly suggest that Defendants entered
into an implied contract to pay hourly wages of any kind.
Instead, the complaint indicates that the parties understood
that all salespeople would be paid commissions only. The
existence of an implied contract to pay commissions bars
Plaintiffs' claims for unjust enrichment or quantum
Motion to Dismiss
survive a motion to dismiss under Mass.R.Civ.P. 12(b)(6), a
complaint must allege facts that, if true, would "
plausibly suggest[ ] . . . an entitlement to relief."
Lopez v. Commonwealth, 463 Mass. 696, 701, 978
N.E.2d 67 (2012), quoting Iannacchino v. Ford Motor
Co., 451 Mass. 623, 636, 888 N.E.2d 879 (2008), and
Bell A. Corp. v. Twombly, 550 U.S. 544, 557, 127
S.Ct. 1955, 167 L.Ed.2d 929 (2007). For the purpose of
deciding the pending motion to dismiss, the Court must assume
that the factual allegations in the complaint and any
reasonable inferences that may be drawn in Plaintiffs'
favor from the facts alleged are true. See Golchin v.
Liberty Mut. Ins. Co., 460 Mass. 222, 223, 950 N.E.2d
853 (2011). In so doing, however, it must " look beyond
the conclusory allegations in the complaint and focus on
whether the factual allegations plausibly suggest an
entitlement to relief." Maling v. Finnegan,
Henderson, Farabow, Garrett & Dunner, LLP, 473 Mass.
336, 339, 42 N.E.3d 199 (2015), quoting Curtis v. Herb
Chambers I-95, Inc., 458 Mass. 674, 676, 940 N.E.2d 413
Implied Contract Claim
Count VI, Plaintiffs claim that Defendants breach an implied
contract with Plaintiffs by failing to pay them an amount at
least equal to Plaintiffs' statutory entitlement to a
lawful minimum wage for all the hours they worked plus
time-and-a-half for any hours they worked on Sundays and for
any overtime they worked in excess of forty hours per week.
In the absence of an express agreement, a contract implied in
fact may be found to exist from the conduct and relations of
the parties." Sullivan v. O'Connor, 81
Mass.App.Ct. 200, 212, 961 N.E.2d 143 (2012), quoting
LiDonni, Inc. v. Hart, 355 Mass. 580, 583, 246
N.E.2d 446 (1969).
facts alleged in the complaint would support a finding that
Plaintiffs had an implied contract with the corporate
defendants, but do not plausibly suggest that
Defendants had impliedly agreed to pay amounts equal to the
minimum hourly wage, overtime, and Sunday pay required by
statute. To the contrary, the complaint alleges Defendants
had a policy of paying salespeople " based solely on
commissions that they earned from selling vehicles" and
not paying any additional amounts if needed to
compensate salespeople for overtime, Sunday pay, or a minimum
hourly wage. According to the complaint, Defendants paid
salespeople a weekly draw, with the understanding that any
amounts paid though the draw would be deducted from future
commissions earned on sales. The course of conduct alleged in
the complaint may have violated statutory pay requirements,
as Plaintiffs claim in Counts I though V. But a policy and
practice of paying commissions only, and never compensating
salespeople on an hourly basis, cannot give rise to an
implied contract to hourly wages that meet certain standards.
the facts alleged do not plausibly suggest that Defendants
had implicitly agreed through their conduct to pay Plaintiffs
on an hourly basis, the implied contract claim must be
Implied Covenant of Good Faith and Fair Dealing
Count IX, Plaintiffs claim that Defendants breached the
implied covenant of good faith and fair dealing. Under
Massachusetts law, this covenant " is implied in every
contract." See Weiler v. PortfolioScope, Inc.,
469 Mass. 75, 82, 12 N.E.3d 354 (2014), quoting Uno
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