United States District Court, D. Massachusetts
VLADIMIR CHEBOTNIKOV, EUGENE PANTYUKHIN, and YOGESH SHARMA, on behalf of themselves and others similarly situated, Plaintiffs,
LIMOLINK, INC., Defendant.
MEMORANDUM AND ORDER ON CROSS-MOTIONS FOR SUMMARY
Dennis Saylor IV, United States District Judge
a putative class action alleging violations of Massachusetts
wage laws and the Fair Labor Standards Act
(“FLSA”). Defendant LimoLink, Inc., is a company
that, in substance, provides a platform for customers seeking
to use limousine services. Plaintiffs are three limousine
drivers who operate their own limousine companies and,
through those companies, contracted with LimoLink to provide
limousine services to its customers. The contracts included
various restrictions and requirements, including adherence to
certain standards set by LimoLink. Plaintiffs allege that
LimoLink violated state and federal wage laws by improperly
classifying them as independent contractors, failing to pay
them overtime compensation, and failing to distribute to them
all gratuities paid by its customers.
parties have filed cross-motions for summary judgment. For
the following reasons, the motions will be granted in part
and denied in part.
otherwise noted, the following facts are undisputed.
LimoLink, Inc. is a corporation headquartered in Marion,
Iowa, that does business across the United States and
internationally. (Vittetoe Dep. at 23).
forth in more detail below, LimoLink contracts with drivers
or fleet operators who own limousines and who are willing to
accept customer requests for transportation. LimoLink provides
a mobile application that permits customers to reserve and
obtain the limousine services. It also provides related
services, such as notifications and GPS monitoring (so that,
for example, the passenger and the driver know where each
other are prior to pickup). (See West Dep. at 51;
Vittetoe Dep. at 22, 31). The contracts also require, among
other things, that limousine drivers adhere to certain
does not own any of the vehicles, all of which are provided
by vendors under contract. LimoLink's vendors include
“large fleets” of 50 to 100 vehicles,
“medium fleets” of five to 50 vehicles, and
“small fleets, ” sometimes referred to as
“independent operators, ” of one to five vehicles
and often only a single driver. (Vittetoe Dep. at 7; West
Dep. at 65).
has a Service Provider Agreement that it presents to all
vendors. (Vittetoe Dep. at 49-52). The agreement provides,
among other things, that LimoLink will perform all billing
activities and that the service providers will meet certain
standards of operation, be available 24 hours a day and seven
days a week, and will not subcontract or “farm
out” reservations received through LimoLink. It also
provides that the agreement may be terminated by either party
with thirty days' written notice or by LimoLink at any
time without notice upon breach of the agreement's terms,
including “the failure of Service Provider to meet the
high standards of service required by participation in the
LimoLink Reservation Network.” (Hupfeld Aff. Ex.
customers contact LimoLink to make reservations for
transportation services, one of its 30 “Command
Desk” employees then assigns the reservation to a
vendor. (West Dep. at 14-15, 51; Vittetoe Dep. at 22).
Reservations are assigned in one of several ways. In markets
with only one vendor, the reservation is passed directly to
that vendor by e-mail. (Vittetoe Dep. at 164). In markets
with multiple vendors, reservations are automatically placed
in an online “marketplace” where vendors can
select the reservations that they want to accept.
(Id.; West Dep. at 17). Alternatively,
“Command Desk” employees may manually offer
reservations to particular vendors, either by a telephone
call to that vendor or a text or e-mail. (Vittetoe Dep. at
164-65; West Dep. at 17).
to LimoLink, it does not require vendors to accept the
reservations it offers and does not restrict vendors from
providing services to non-LimoLink customers. (Vittetoe Dep.
at 66-67, 164-65; West Dep. at 28).
prefers to assign reservations to its independent operators
(that is, the vendors with small fleets) because they become
more familiar with its operations and it can exercise more
“quality control” over them. (Vittetoe Dep. at
41, 119; West Dep. at 63-64, 92-93). However, approximately
two-thirds of LimoLink's vendors are medium or large
fleets. (Vittetoe Aff. ¶ 10).
Pantyukhin entered the limousine business in early 2007, when
he began driving for a transportation company in Everett,
Massachusetts. (Pantyukhin Dep. at 11). Later that year, he
started his own company, East Coast Limousine Transportation
drives for ECL, and describes himself as its
“manager”; he does “everything to run the
company, ” including answering phones, booking
reservations, billing customers, and making budgetary
decisions. (Id. at 17, 19, 31, 42). For part of
2010, Pantyukhin employed one other individual to drive an
extra car. (Id. at 16). He paid that employee $15 or
$16 per hour. (Id. at 16). In addition, when he
books jobs for ECL that he cannot perform himself, he refers,
or “farms out, ” those jobs to other drivers with
their own independent limousine companies. He refers to those
drivers as his “affiliates, ” and pays them some
portion of the payments received from the customers.
(Id. at 18-19, 167-68). However, he never
“farmed out” jobs that he received through
LimoLink. (Id. at 168).
owns and maintains the vehicles that he drives in connection
with ECL, and purchases the gasoline. (See Id. at
42-43). ECL maintains a $1 million insurance policy on the
vehicles, as well as the permits required to pick up
passengers at Logan Airport. (Def. SMF ¶ 34; Pantyukhin
Dep. at 87-88). ECL also maintains its own business telephone
number and website. (Pantyukhin Dep. at 21-22). Since 2008,
ECL has advertised through “pay per click” ads on
Google in order to increase its customer base; it has also
tried various other advertising strategies. (Id. at
January 2013, ECL, through Pantyukhin, entered into a
contract with LimoLink as a service provider by signing the
standard LimoLink Service Provider Agreement. (Hupfeld Aff.
Ex. 3). ECL received $54, 418 from LimoLink for services
provided in 2013, $44, 299 for services provided in 2014, and
$3, 414 for services provided in 2015. (Def. SMF ¶ 45;
Hupfeld Aff. Ex. 5).
to working with LimoLink, ECL performed contract work for two
different transportation companies. (Pantyukhin Dep. at
12-15). By 2013, that contract work had ceased.
during, and after the time that ECL performed work for
LimoLink, it also provided a substantial number of rides,
through either Pantyukhin or one of his affiliates, for
non-LimoLink customers. (Pantyukhin Dep. at 98-99, 100-01,
166-67; Norton Aff. Ex. 15). ECL received approximately $127,
562 from other limousine companies and clients in 2013, $124,
690 in 2014, and $35, 258 during the first quarter of 2015.
(Norton Aff. Ex. 15).
several years driving a Boston taxicab, Yogesh Sharma
incorporated a limousine company, Maya Limo, Inc., in 2009.
(Sharma Dep. at 6-7). Like ECL, Maya owns, maintains, and
insures its own vehicles. (Sharma Dep. at 53, 73). From 2009
to 2011, Maya received its business from a chauffeur company
in Braintree, Massachusetts. (Id. at 27).
serves as the owner and operator of Maya. (Sharma Dep. at
11-12, 38). In 2013, he “brought in” a friend
named Mumtaz Siddiqui to serve as the secretary and director
of Maya. (Id. at 9, 39). Siddiqui handles the
accounting, as well as occasional repairs, associated with a
car that Maya leases to an Uber driver. (Id. at 39).
Sharma directs Siddiqui regarding “how to do the work,
[but] not what to do.” (Id.). Between 2013 and
2015, Siddiqui received a salary from Maya, and he was
compensated as an officer in 2014. (Norton Aff. Ex. 18).
2011, Maya, through Sharma, entered into a contract with
LimoLink by signing its standard Service Provider Agreement.
(Sharma Dep. at 27; Smit Aff. Ex. 6). From 2011 through March
2013, LimoLink was the only source of Maya's limousine
business. (Sharma Dep. at 27).
2012, at LimoLink's request, Sharma covered some jobs for
another LimoLink driver, Muhammad Irfan, whose mother was
ill. (Id. at 112-17). For those jobs, Sharma drove
Irfan's vehicle but received payment into Maya's
LimoLink account. (Id.). Sharma then compensated
Irfran for the use of the vehicles and gas. (Id. at
114). No driver other than Sharma performed any LimoLink job
on behalf of Maya. (Sharma Resp. to Interrog. at ¶ 16).
March 2013, Maya began doing some work for other limousine
companies. It stopped all work for LimoLink in September of
that year. (Id. at 28). 150
2000, Vladimir Chebotnikov started V&M as a d/b/a medical
transportation company. (Chebotnikov Dep. at 9-10, 18). He
operated V&M for approximately seven years, employing up
to ten drivers. (Id. at 10-12). After losing several
contracts, Chebotnikov filed for bankruptcy in 2007.
(Id. at 17-18).
2006, Chebotnikov purchased a limousine and began doing
contract work for several limousine companies. (Id.
at 21-22). It appears that Chebotnikov personally owned and
insured the vehicles he drove for V&M. (See Id.
at 21, 23, 107-115). In 2008, V&M, through Chebotnikov,
entered into a contract with LimoLink by signing its standard
Service Provider Agreement. (Id. at 39; Hupfeld Aff.
formally incorporated, under the same name, in 2011.
(Chebotnikov Dep. at 42). Between 2011 and 2014, V&M,
through either Chebotnikov or other “affiliates”
to whom he “farmed out” jobs, also provided
limousine services to other limousine companies and
individual clients. (Norton Aff. Ex. 27 at No. 13). However,
“no other drivers transported LimoLink clients on
behalf of [Chebotnikov] . . . and V&M.”
(Chebotnikov Resp. to Interrog. at ¶ 16). V&M
received approximately $7, 012 from other limousine companies
or individual clients in 2011, $15, 096 in 2012, $14, 580 in
2013, and $35, 804 in 2014. (Id.). In 2014, LimoLink
terminated its relationship with Chebotnikov following an
argument concerning his payment. (Chebotnikov Dep. at 158).
2008, the same year that V&M entered into a contract with
LimoLink, Chebotnikov and two partners formed Boston
Executive Car Service (“BECS”), a limousine
service company. (Id. at 30-31, 48-49). However,
Chebotnikov was not involved with running BECS during the
time that he was driving for LimoLink. (Id. at 56).
LimoLink's Standard Service Agreement and
noted, Chebotnikov, Pantyukhin, and Sharma all signed
LimoLink's standard Service Provider Agreement, either
personally or on behalf of their respective corporations.
(Pl. Exs. 4, 5, 6). Under the terms of the agreement, vendors
are prohibited from (1) subcontracting or “farming
out” reservations received through LimoLink without its
express, written authorization; (2) accepting payment
directly from customers; (3) providing any services for
LimoLink customers, except through LimoLink; and (4)
releasing drivers from jobs “under any circumstances
(excluding personal safety) without first contacting a
LimoLink reservation specialist for direction.” (Pl.
agreement requires vendors to review its “Chauffeur
Standards” and to ensure that all drivers comply with
its requirements. (Id.). Under the Chauffeur
Standards, drivers are required to wear dark suits with white
(or other approved color) dress shirts, ties, be
“neatly groomed, ” and wear “[n]eutral
smelling deodorant and minimal cologne.” (Pl. Ex. 7).
Although not expressly stated in the Chauffeur Standards,
LimoLink requests that all vendors wear a specific LimoLink
tie when driving its customers. (Vittetoe Dep. at 94). It
appears that LimoLink provided drivers with the LimoLink tie,
but not any other clothing. (See Sharma Dep at 186).
requires drivers to arrive at the designated pick-up location
at least 15 minutes before the scheduled pick-up time. (Pl.
Ex. 7). Drivers are required to greet passengers with a
“[s]incere and genuine smile, ” a “[w]arm,
brief introduction, ” and a “[s]incere offer to
carry everything the passenger is carrying, ” while
standing outside the vehicle near the rear passenger door.
(Pl. Ex. 7). The Chauffeur Standards suggest that
drivers greet passengers in the following way: “Hello
Mr. Smith. My name is John and I will be your LimoLink
chauffeur today. May I carry your bag for you?”
Chauffeur Standards require that vendors maintain clean
vehicles, with the “front passenger seat . . . moved
all the way forward, providing maximum legroom for passenger
in rear seat, ” and that they provide passengers with a
newspaper and a bottle of water with a LimoLink label.
(Id.). Drivers are required to sit “reasonably
erect without excessive ‘tilt back' of the driver
seat, ” maintain two hands on the steering wheel, avoid
personal phone calls while driving, and to drive in an
“extremely smooth” manner that “creates no
distractions for the passenger.” (Id.).
does not dictate what routes drivers use to take passengers
to their destinations. (Vittetoe Dep. at 177).
end of a trip, drivers are required to “[t]hank the
passenger for travelling with LimoLink.”
(Id.). They are also required to check the vehicle
for personal belongings and to remain at the drop-off site
until the passenger is “safe and secure” at their