Supreme Judicial Court of Massachusetts, Middlesex
Heard: November 8, 2018.
Civil action commenced in the Superior Court Department on
October 11, 2016. A motion to dismiss was heard by Maynard M.
The Supreme Judicial Court granted an application for direct
Nicholas J. Rosenberg for the plaintiffs.
G. Thomas (Mian R. Wang also present) for the defendants.
following submitted briefs for amici curiae:
Christopher H. Lindstrom & Matthew P. Ritchie for Greater
Boston Chamber of Commerce.
Robbins & Martin J. Newhouse for New England Legal
P. Murphy & Geoffrey P. Wermuth for Murphy, Hesse, Toomey
& Lehane, LLP.
Present: Gants, C.J., Gaziano, Lowy, Budd, Cypher, &
primary issue presented is the interplay, if any, between two
employee protection statutes: G. L. c. 149, § 148 (Wage
Act), and the Federal Worker Adjustment and Retraining
Notification Act, 29 U.S.C. §§ 2101-2109 (2018)
(WARN Act) . The defendant corporate officers
(officers) directed ISIS Parenting, Inc. (company),
where the plaintiff employees (employees) worked until it
abruptly ceased operations and terminated its entire
workforce. Alleging a WARN Act violation for failure to
provide them with sixty days' advance notice of the
company's shutdown, the employees brought a class action
lawsuit against the company in Federal court and received a
nearly $2 million default judgment. Subsequently, the
employees brought a putative class action lawsuit against the
officers in State court under the Wage Act, claiming that the
$2 million WARN Act damages constitute wrongfully withheld
"earned wages" for which the officers are
individually liable. In addition, the employees argue that
the officers committed a breach of fiduciary duties that they
owed to the company by allowing the company to violate the
WARN Act. Because we conclude that WARN Act damages are not
"earned wages" under the Wage Act, and that the
employees have not asserted a viable claim for breach of
fiduciary duties, we affirm the dismissal of the
review the allowance of a motion to dismiss de novo,
accepting all well-pleaded facts in the complaint as true,
and taking into account any attached materials. See
Cookv.Patient Edu, LLC, 465
Mass. 548, 549 (2013). The employees were among the more than
200 people who worked at the company, which operated for more
than a decade and had several stores in the Boston
area. At some point the company ran into
financial difficulties, and its management decided to stop
operating. On January 14, 2014, without any prior warning,