United States District Court, D. Massachusetts
MEMORANDUM & ORDER
Nathaniel M. Gorton, United States District Judge
case arises out of an employment dispute over commissions
allegedly owed, retaliation and age discrimination in an
action brought by a plaintiff who was terminated following a
company's reorganization in 2017.
Levesque (“Levesque” or “plaintiff”),
a resident of Wrentham, Massachusetts was employed by
Schroder Investment Management North America, Inc.,
(“SIMNA”) from 2008, until his termination in
September, 2017. Levesque was initially hired as the east
coast director of SIMNA's Institutional Sales division.
He received his offer letter in 2008, by mail, in
Massachusetts and continued to work for SIMNA while in
SIMNA, Levesque reported to Jamie Dorrien-Smith
(“Dorrien-Smith”), then-CEO of SIMNA, from 2008
to 2012, and then to Karl Dasher (“Dasher”), a
resident of New York and Georgia, in 2013, after Dasher
became the new CEO.
2009 to 2012, Levesque received an annual management bonus
ranging from $100, 000 to $350, 000. Those management bonuses
were consistent with the oral representations made by
Dorrien-Smith. That agreement was presumably memorialized in
an internal memorandum which has not yet been produced.
2013, SIMNA implemented a new incentive compensation plan
(“the 2013 Plan”). Under the 2013 Plan, employees
qualified for two kinds of incentive-based compensation
schemes: quantitative and qualitative. The quantitative based
compensation was further broken down into two components:
individual and team. Quantitative compensation was earned
when revenues were generated and individual quantitative
awards were based on a percentage of the employee's gross
sales. By contrast, qualitative compensation was earned at
the end of each fiscal year, when the company determined
whether the employee had met his or her stated goals.
that compensation scheme, SIMNA also had the discretion to
defer the team quantitative and qualitative compensations
into its Equity Compensation Plan (“the ECP”). As
part of the ECP, employees were given either an amount of
shares in the parent company, Schroders plc (“a share
award”) and/or units in a range of investment products
for Schroders plc (“a fund award”) that was equal
to the value of their earned incentive-based compensation
that was deferred.
February 2014, Dasher allegedly told Levesque that he would
not be receiving his customary management bonus for work
performed in 2013. Dasher allegedly promised, instead, that
Levesque would continue to receive a total compensation
package of $1.4 million, even if Levesque's commission
sales were lower than his 2013 numbers. Shortly thereafter,
Levesque began reporting directly to Marc Mayer
(“Mayer”) instead of Dasher. Mayer informed
Levesque that he was no longer needed as an Institutional
Sales manager but reiterated Dasher's earlier promise of
$1.4 million in total compensation. Mayer refused to put that
agreement in writing and Levesque alleges that he was not
compensated as promised for work performed in 2013.
2015, Mayer, unbeknownst to Levesque, contacted Allan Conway,
the head of Emerging Markets, to discuss transferring
Levesque to the Emerging Products division. In 2016, Levesque
agreed to the transfer with the understanding that 1) his
targeted annual compensation would be between $750, 000 and
$1 million and 2) he would be entitled to the quantitative
commissions he had already earned for the three-year
commission cycle within the Institutional Sales division. In
June, 2016, the parties memorialized the terms of
Levesque's compensation (“the 2016 Internal
his transfer, Levesque avers that SIMNA breached its
contractual obligations by failing to pay him: 1) a $250, 000
management bonus for 2013, 2) a $300, 000 qualitative bonus
for 2013, 3) a $367, 000 quantitative incentive compensation
for work performed in 2016, 4) a $500, 000 qualitative
incentive compensation for work performed in 2016, and 5) a
$732, 000 quantitative incentive compensation to which he
would have been entitled had he not been terminated in 2017.
discussed his compensation complaints with several managers
and in 2017, Dasher informed him that his Emerging Markets
compensation was intended to replace his quantitative
compensation previously earned while in Institutional Sales.
Levesque then contacted Human Resources but was told to
handle the issue directly with Dasher. Shortly thereafter,
Levesque was terminated on the basis that his position had
been upgraded and moved to the London office. Levesque, who
is a British national, was not offered the position and was
told to tell his co-workers that he intended to retire.
Personal Jurisdiction over Dasher
motion to dismiss for lack of personal jurisdiction, the
plaintiff bears the burden of satisfying the Massachusetts
long-arm statute and the Due Process Clause of the Fourteenth
Amendment. Cossart v. United Excel Corp., 804 F.3d
13, 18 (1st Cir. 2015). In accordance with that burden, all
facts alleged by the plaintiff are taken as true and
construed in favor of his jurisdictional claim.
Massachusetts Sch. of Law at Andover, Inc. v. Am. Bar
Ass'n, 142 F.3d 26, 34 (1st Cir. 1998).
Massachusetts Long Arm Statute
over the individual officers of a corporation under the
Massachusetts long arm statute may not be based on
jurisdiction over the corporation. Johnson Creative Arts,
Inc. v. Wool Masters, Inc., 573 F.Supp. 1106, 1111 (D.
Mass. 1983). Rather, this Court must determine that there is
an “independent basis” for jurisdiction.
LaVallee v. Parrot-Ice Drink Prod. of Am., Inc., 193
F.Supp.2d 296, 300 (D. Mass. 2002).
has demonstrated that Dasher, as SIMNA's CEO, has
attempted to participate in the Commonwealth's economic
life as a “primary participant” in corporate
activities. Cossart, 804 F.3d at 18-19 (holding that
the term “transacting any business” is construed
broadly). Here, Dasher retained and supervised Levesque, had
significant business-related communications with him and made
promises to him regarding compensation, all while Levesque
retained significant Massachusetts clients and operated out
of his Massachusetts office. See id. (finding that a
nonresident defendant who unsuccessfully negotiated a
contract for sale of Massachusetts land while outside the
Commonwealth was sufficient to satisfy the “transacting
any business” requirement). Thus, because Levesque has
demonstrated an independent basis for jurisdiction, the
requirements of the long arm statute have been met.
Due Process Clause
jurisdiction over a defendant exists if a plaintiff
demonstrates a nexus between his claims and the
defendant's forum-based activities. In determining
whether the requisite nexus is satisfied, the Court evaluates
1) relatedness, 2) purposeful availment and 3)
reasonableness. Cossart, 804 F.3d at 20.
actions seem to be the catalyst for this action because he
allegedly 1) made oral promises to plaintiff regarding his
compensation and 2) retaliated against plaintiff for
complaining about his compensation. Thus, relatedness is
satisfied. See Harlow v. Children's Hosp., 432
F.3d 50, 60-61 (1st Cir. 2005) (the defendant's in-state
conduct must form an “important” or
“material” element of proof in the
Dasher, as plaintiff's supervisor, 1) knew and approved
of plaintiff's Massachusetts-generated business, 2)
presumably discussed that business with Levesque, 3)
negotiated his compensation with respect to
Massachusetts-related business and 4) knew of plaintiff's
complaints regarding his unpaid compensation. Because Dasher
had repeated contacts with the Commonwealth, it was
reasonably foreseeable that he would be subject to the forum
with respect to reasonableness, courts assess 1) the
defendant's burden of appearing, 2) the forum state's
interest, 3) the plaintiff's interest, 4) the judicial
system's interest in obtaining effective resolution and
5) the common interests of all sovereigns in promoting
substantive social policies. Ticketmaster-New York, Inc.
v. Alioto, 26 F.3d 201, 209 (1st Cir. 1994).
has not demonstrated that litigating the suit in
Massachusetts presents a “special or unusual
burden”. See Pritzker v. Yari, 42 F.3d 53, 64
(1st Cir. 1994). Moreover, Massachusetts has a strong
interest in adjudicating the dispute because a Massachusetts
resident was allegedly injured in Massachusetts and is now
claiming relief under Massachusetts law. Ticketmaster-New
York, Inc., 26 F.3d at 211. Furthermore, Levesque
resides in Massachusetts and by bringing suit in that forum
he is most likely to obtain convenient and effective relief.
In fact, because this Court has jurisdiction over
plaintiff's claims against SIMNA, effective resolution of
the case renders the forum state suitable. Finally,
litigation of the suit does not impugn the common interests
of all sovereigns with respect to promoting social policies.
Thus, on balance, the Court finds that Levesque has alleged
facts establishing that Dasher had minimum contacts with
Massachusetts such that maintenance of the suit in this forum
would not “offend traditional notions of fair play and
substantial justice”. Int'l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945).
Motion to ...