ALEXANDER WILLIAMS, Jr., District Judge.
Plaintiff Jacklyn Wynn brings this action against Defendant Hewlett-Packard Company. Plaintiff asserts three causes of action: (1) violation of the Maryland Wage Payment and Collection Act; (2) promissory estoppel; and (3) negligent misrepresentation. Pending before the Court are two motions: (1) Defendant's Motion to Dismiss; and (2) Plaintiff's Motion for Leave to File Surreply ("Motion for Leave"). The Parties have fully briefed the matter and the Court deems no hearing necessary. For the reasons that follow, the Court
One can trace the instant dispute to an employment relationship between Plaintiff Jacklyn Wynn ("Wynn") and Defendant Hewlett-Packard Company ("Hewlett"). The Court takes the following facts from Wynn's Complaint and assumes their truth for the purpose of ruling on Hewlett's Motion to Dismiss.
Wynn started working for Hewlett on November 4, 1996 as a "Director" in the "Channels, Federal Division." Doc. 2 ¶ 8. Wynn rose in Hewlett's ranks over the years, ultimately reaching the position of Vice President for Global Operations. Id. ¶ 9.
At some time during her employment, Wynn negotiated "performance-based restricted stock units." Id. ¶ 10. These stock benefits were scheduled to vest on Wynn's fifteenth anniversary with Hewlett. Id. ¶ 11; see also id. ¶¶ 19-20.
Wynn retired from Hewlett on September 14, 2010, approximately fourteen months shy of her fifteenth anniversary. Compare id. ¶ 8, with id. ¶ 11. Around the time of her retirement, Wynn grew worried that her contemplated retirement might affect her eligibility for the stock benefits. Id. ¶ 10. Wynn communicated her concerns to Hewlett, and Hewlett referred her to its financial management agents at Merrill Lynch. Id. According to Wynn, the Merrill Lynch agents told her that "she could ask [Hewlett] . . . to accelerate the vesting of the [stock benefits] and prorate their distribution, which she did." Id. ¶ 11. Stated differently, "Merrill Lynch . . . represented to Ms. Wynn that she could have [Hewlett] accelerate the vesting of her restricted stock . . . [to] six weeks before her 15th anniversary." Id. ¶ 19. Allegedly, Wynn "relied on Merrill Lynch's representations that she could accelerate her vesting to make the decision to retire" before her stock benefits vested. Id. ¶¶ 12, 21.
After Wynn retired, Hewlett informed her that she was ineligible for the stock benefits because she retired before they vested. Id. ¶ 22. As a result, Wynn alleges that she forfeited $250,000 in stock benefits.
On or about March 31, 2011, Wynn initiated the instant action in Montgomery County Circuit Court. See Doc. 1. On May 12, 2011, Hewlett removed the case to this Court. Id. Wynn's Complaint was filed on the same day. Doc. 2. On May 31, 2011, Hewlett filed its Motion to Dismiss. Doc. 10. After the Parties fully briefed the instant Motion, Wynn filed her Motion for Leave. Doc. 14. The Court declines to consider Wynn's Motion for Leave as (1) the Parties have fully briefed Hewlett's Motion to Dismiss and (2) the Court herein grants the Motion to Dismiss with prejudice. Accordingly, the Court denies Wynn's Motion for Leave as moot and proceeds to discuss the subject Motion to Dismiss subsequent to stating the applicable standard of review.
The purpose of a motion to dismiss is to test the sufficiency of the plaintiff's complaint. See Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). In two recent cases, the U.S. Supreme Court has clarified the standard applicable to Rule 12(b)(6) motions. Ashcroft v. Iqbal, 129 S.Ct. 1937 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007). These cases make clear that Rule 8 "requires a `showing,' rather than a blanket assertion, of entitlement to relief." Twombly, 550 U.S. at 556 n.3 (quoting Fed. R. Civ. P. 8(a)(2)). This showing must consist of at least "enough facts to state a claim to relief that is plausible on its face." Id. at 570.
In deciding a motion to dismiss, the court should first review the complaint to determine which pleadings are entitled to the assumption of truth. See Iqbal, 129 S. Ct. at 1949-50. "When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief." Id. at 1950. In so doing, the court must construe all factual allegations in the light most favorable to the plaintiff. See Harrison v. Westinghouse Savannah River Co., 176 F.3d 776, 783 (4th Cir. 1999). The Court need not, however, accept unsupported legal allegations, Revene v. Charles County Commissioners, 882 F.2d 870, 873 (4th Cir. 1989), legal conclusions couched as factual allegations, Papasan v. Allain, 478 U.S. 265, 286 (1986), or conclusory factual allegations devoid of any reference to actual events, United Black Firefighters v. Hirst, 604 F.2d 844, 847 (4th Cir. 1979).
Wynn asserts three claims: (1) violation of the Maryland Wage Payment and Collection Act ("Wage Act"); (2) promissory estoppel; and (3) negligent misrepresentation. Hewlett urges the Court to dismiss each claim. The Court agrees that Wynn states no cognizable claims. The Court explains why this is so in the space below.
In pertinent part, the Wage Act provides that "each employer shall pay an employee . . . all wages due for work that the employee performed before the termination of employment." Md. Code Ann., Lab. & Empl. § 3-505(a). The Wage Act defines wages as "all compensation that is due to an employee for employment," including "any other remuneration promised for service." Id. § 3-501(c)(1), (v). The Maryland Court of Appeals has construed this definition to mean that the employer must have promised the employee the payment as compensation for services for the payment to qualify as a wage. Whiting-Turner Contracting Co. v. Fitzpatrick, 783 A.2d 667, 671-72 (Md. 2001).
The employer promises the employee compensation for services only when the employee fulfills all the conditions required to earn the compensation. Catalyst Health Solutions, Inc. v. Magill, 995 A.2d 960, 961-62 (Md. 2010).
One cannot materially distinguish this case from Catalyst. Here, like in Catalyst, Wynn's own factual averments lead ineluctably to the inference that she failed to fulfill the precondition on which the vesting of the stock benefits depended. For Wynn alleges that the stock benefits were scheduled to vest on her fifteenth anniversary with Hewlett, at which time she was no longer employed with Hewlett. In other words, just as the employee in Catalyst stopped working for the employer before the date on which the stock options were scheduled to vest, similarly does Wynn allege that she retired fourteen months shy of the date on which the stock benefits were scheduled to vest. In short, Wynn's own factual contentions compel the conclusion that she failed to fulfill the precondition on which the vesting of the stock benefits hinged. Therefore, Catalyst dictates that the Court dismiss her Wage Act claim.
To prevail on a promissory estoppel claim, plaintiffs must satisfy four elements: "(1) a clear and definite promise; (2) where the promisor has a reasonable expectation that the offer will induce action or forbearance on the part of the promisee; (3) which does induce actual and reasonable action or forbearance by the promisee; and (4) causes a detriment which can only be avoided by the enforcement of the promise." Pavel Enters., Inc. v. A.S. Johnson Co., Inc., 674 A.2d 521, 532 (Md. 1996) (citing Restatement (Second) of Contracts § 90(1) (1979)).
In this case, Wynn's sparse factual allegations insufficiently state the existence of a clear and definite promise. The only allegation that comes close to constituting a promise is the statement that "Merrill Lynch . . . represented to Ms. Wynn that she
Even if Wynn sufficiently stated the existence of a clear and definite promise, her allegations are inadequate to satisfy the fourth element of a promissory estoppel claim: that the promise caused a detriment which can only be avoided by the enforcement of the promise. By her own words, Merrill Lynch represented to Wynn that she could have Hewlett accelerate the vesting of her stock benefits to "six weeks before her 15th anniversary." Doc. 2 ¶ 19. Yet Wynn avers that she retired from Hewlett on September 14, 2010, which is approximately fourteen months shy of her fifteenth anniversary. Compare id. ¶ 8, with id. ¶ 11.
To prevail on a negligent misrepresentation claim, plaintiffs must satisfy four elements: "(1) the defendant, owing a duty of care to the plaintiff, negligently asserts a false statement; (2) the defendant intends that his statement will be acted upon by the plaintiff; (3) the defendant has knowledge that the plaintiff will probably rely on the statement, which, if erroneous, will cause loss or injury; (4) the plaintiff, justifiably, takes action in reliance on the statement; and (5) the plaintiff suffers damage proximately caused by the defendant's negligence." Lloyd v. Gen. Motors Corp., 916 A.2d 257, 273 (Md. 2007) (citations and internal quotation marks omitted).
In this case, Wynn fails to adequately allege satisfaction of the first, third, and fifth elements. As for element one, Wynn fails to plausibly state that either Hewlett or Merrill Lynch made a false statement. To reiterate, Wynn alleges that Merrill Lynch told her that she "could have" Hewlett accelerate the vesting date of her stock benefits. In other words, the allegations lead to the inference that Merrill Lynch told her merely that she had the ability to ask Hewlett to accelerate the vesting of the stock benefits, not that Hewlett guaranteed that the benefits would vest before the date on which Wynn voluntarily retired. The Complaint bears no indication that this statement was false. On the contrary, Wynn herself states that she approached Hewlett about how her retirement might affect the vesting of her stock benefits. Doc. 2 ¶¶ 9-10.
Nor does the Complaint sufficiently state that Wynn justifiably relied on the purported misrepresentations. As a matter of logic and common sense, Merrill Lynch's alleged statement that Hewlett would accelerate the vesting of Wynn's stock benefits to six weeks before her fifteenth anniversary would not justify Wynn's decision to retire roughly a year before this event. Although she makes no such allegation, perhaps Wynn mistook her fourteenth anniversary for her fifteenth. Either way, such a misunderstanding does not arise to justifiable reliance. Were it otherwise, plaintiffs could avail themselves of their own heedlessness to hale parties into Court and drag them through the litigation process. This outcome would be burdensome, inefficient, and counterintuitive. Maryland law does not sanction it.
Finally, even had Wynn in some parallel universe adequately alleged the first four elements of negligent misrepresentation, Wynn nevertheless fails to cognizably contend that Hewlett's professed negligence proximately caused the injury of which she complains. Not to belabor the point, but it bears emphasis that Wynn retired about a year before the date by which Merrill Lynch supposedly stated that her stock benefits would vest. The date that the statement represents and the detrimental act that Wynn asserts flows from it lack a sufficient temporal nexus for one to plausibly conclude that the statement proximately caused the detriment. Accordingly, Wynn fails to state a facially plausible claim for negligent misrepresentation.
In sum, Wynn has failed to state cognizable claims for the following causes of action: (1) violation of the Wage Act; (2) promissory estoppel; and (3) negligent misrepresentation. Therefore, the Court grants Hewlett's Motion to Dismiss. This dismissal is
For the foregoing reasons, the Court
