United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE
Marcello Celentano claims that Defendant Claris Vision
Holdings, LLC (“CVH”) breached his employment
contract and violated the Massachusetts Wage Act, Mass. Gen.
Laws ch. 149 § 148, when it failed to pay him a bonus of
$150, 000 that was due in 2017. CVH moves to dismiss the
complaint under Federal Rule of Civil Procedure 12(b)(3), or
alternatively to stay this case pending resolution of a
lawsuit Celentano filed in the Western District of North
Carolina against two entities that are related to CVH. [ECF
No. 10]; Celentano v. Eli Global, LLC, No.
1:18-cv-80 (W.D. N.C. ). For the reasons explained herein,
the motion to dismiss, or alternatively to stay, is
this summary, the Court takes the allegations stated in the
Complaint as true. [ECF No. 1] (“Compl.”).
Certain facts are also taken from Celentano's North
Carolina Complaint, which CVH has filed in support of its
motion. [ECF No. 11-1] (“NC Complaint” or
8, 2014, Celentano entered into an employment agreement with
Claris Vision LLC (“CVL”). Compl ¶ 2. The
agreement contained a choice of law and choice of forum
clause that provided:
This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of
Massachusetts, without regard to its choice of law
provisions. Any proceeding arising out of or relating to this
Agreement shall be brought in the courts of Suffolk County in
The Commonwealth of Massachusetts, or, if it has or can
acquire jurisdiction, in the United States District Court
therein. This provision may be filed with any court as
written evidence of the knowing and voluntary irrevocable
agreement between parties to waive any objections to
jurisdiction, venue or convenience of forum.
Id.; see also [ECF No. 9 ¶ 15]. The
agreement provided for an annual bonus based on CVL's
earnings with a target bonus amount of $125, 000. [ECF No. 9
¶ 5(b)]. In 2017, anticipating a merger that Celentano
was responsible for achieving, CVL agreed that Celentano
would instead receive a bonus of $150, 000 upon successful
completion of the merger. Compl. ¶ 6. The other
provisions of the employment agreement remained unchanged.
Id. In December 2017, the merger was completed, the
$150, 000 bonus became due, and Defendant CVH assumed
responsibility for the bonus when it succeeded to the rights
and obligations of CVL through the merger. Id.
¶¶ 4, 6. Also at that point in time, Celentano
became an employee of CVH, which was controlled by Eli
Global, LLC (“Eli”). Id. ¶ 4; [ECF
No. 12 at 1].
after the merger, Celentano entered a new employment
agreement with Eli and its subsidiary, ECL Group LLC
(“ECL”). Id. ¶ 7. The new agreement
ended Celentano's employment under the agreement with CVL
(then-assumed by CVH), but it did not terminate CVH's
obligation to pay his 2017 bonus. Id. Under his new
employment agreement, Celentano's salary was $300, 000
and he was entitled to a bonus of up to half his annual
salary or $150, 000. NC Compl. ¶ 5. The new agreement
had a forum selection clause that provided, “The
parties hereto irrevocably and unconditionally submit to the
exclusive jurisdiction of any State or Federal court sitting
in North Carolina, over any suit, action or proceeding
arising out of or relating to this Agreement.”
Id. ¶ 2.
February 28, 2018, Celentano was notified that his employment
would be terminated. Compl. ¶ 10. He requested
the $150, 000 bonus due for his work during 2017, but CVH
refused to pay him. Id. Additionally, Eli and ECL
declined to pay Celentano under his new employment agreement,
which Celentano claims entitles him to $450, 000 ($300, 000
salary plus $150, 000 bonus for termination without cause).
NC Compl. ¶ 15.
has filed two lawsuits: (1) the North Carolina lawsuit for
violations of North Carolina law and breach of his new
contract by Eli and ECL, and (2) this lawsuit for violations
of Massachusetts law and breach of his earlier contract by
CVH as successor to CVL.
argues that the case should be dismissed pursuant to Federal
Rule of Civil Procedure 12(b)(3) because the District of
Massachusetts is an “improper venue” given the
overlap between this case and Celentano's lawsuit in
North Carolina. Fed.R.Civ.P. 12(b)(3). “Where the
overlap between the two suits is nearly complete, the usual
practice is for the court that first had jurisdiction to
resolve the issues and the other court to defer.”
TPM Holdings, Inc. v. Intra-Gold Indus., Inc., 91
F.3d 1, 4 (1st Cir. 1996) (citing West Gulf Maritime
Ass'n v. ILA Deep Sea Local 24, 751 F.2d 721, 729
(5th Cir. 1985)). “But where the overlap between two
suits is less than complete, the judgment is made case by
case, based on such factors as the extent of overlap, the
likelihood of conflict, the comparative advantage and the
interest of each forum in resolving the dispute.”
Id. (citing Colorado River Water Conservation
Dist. v. United States, 424 U.S. 800, 817 (1976)).
this lawsuit and the North Carolina lawsuit concern alleged
breaches of different contracts by different defendants at
different times. Allowing both lawsuits to progress is
therefore unlikely to result in the sort of
“duplicative litigation and . . . waste of judicial
resources” that might justify invoking the
first-to-file rule. Cordell Eng'g, Inc. v. Picker
Int'l, Inc., 540 F.Supp. 1316, 1318 (D. Mass. 1982).
Additionally, this Court and the North Carolina court appear
to be proper forums based on the terms of the respective
contracts at issue in each case, and each court has a
comparative advantage in adjudicating the state law claim
pending before it.
true that there may be some overlap in discoverable
information between the two cases. For example, CVH suggests
that its obligation to pay the bonus at issue here was
assumed by Eli and ECL, which could lead to discovery related
to Celentano's later employment agreement. See
[ECF No. 15 at 1]. Celentano has, however, maintained that
CVH's obligations were not superseded by Celentano's
employment agreement with Eli and ECL. See [ECF No.
18 at 2]. Nonetheless, assuming the alleged assumption of
CVH's obligations will be disputed in this case, is does
not appear at all relevant to the North Carolina lawsuit
given that the Defendants in that case are unlikely to argue
that they assumed obligations under Celentano's earlier
agreement with CVL. Therefore, any overlap in discoverable