LIPEZ, Circuit Judge.
This appeal involves two groups of former employees of Salomon Smith Barney and its predecessors and affiliates who, like many similarly situated plaintiffs before them, participated in a deferred compensation plan known as the Capital Accumulation Plan (CAP). For the most part, the plaintiffs' claims rehash unsuccessful claims brought by the plaintiffs in In re Citigroup, Inc. Capital Accumulation Plan Litigation, 535 F.3d 45 (2008). The notable difference between the two cases — namely, the applicable state law in the 2008 case was that of Florida and Georgia, while in this case it is the law of Colorado and Louisiana — does not change our view of the merits of those claims. In a well-reasoned and thorough order, the district court granted summary judgment for the defendants on all of the claims against them. See In re Citigroup, Inc. Capital Accumulation Plan Litig., No. 00-cv-11912-NG (D.Mass. Jan. 6, 2010). Relying on our previous In re Citigroup decision and the district court's able and convincing opinion, we summarily affirm.
Under the terms of the CAP, the employees elected to receive portions of their earned commissions in the form of Citigroup stock, received at a 25% discount and on a tax-deferred basis. The stock was subject to a two-year vesting period
Rodemer, who represents a class of Colorado plaintiffs, alleged that the CAP's forfeiture provision violates the Colorado Wage Claim Act (CWCA), Colo.Rev.Stat. § 8-4-103. Renaudin, who represents a
We agree with the district court that the CAP does not violate the CWCA because the statute does not require payment of wages or compensation "until such amount is earned, vested, and determinable," Colo.Rev.Stat. § 8-4-101(8)(a)(I). Under the terms of the CAP documents, the Colorado plaintiffs had not "earned" either the full rights to the stock or the amount of the commissions used to purchase the stock, as Rodemer contends, because they had agreed to accept compensation in the form of CAP stock, and their rights to that stock did not fully vest for two years. The cases Rodemer cites were all analyzed correctly by the district court and do not support his position given the facts of this case.
The district court correctly noted that the quoted provision was not enacted until 2003, after Rodemer sued and well after his resignation. However, Colorado courts had come to the same conclusion at least by 1990. See Barnes v. Van Schaack Mortg., 787 P.2d 207, 209 (Colo.App.1990) ("The Wage Claim Act ... applies only to compensation that has been earned under the employment agreement," which includes compensation that "is vested pursuant to an employment agreement at the time of an employee's termination."); Rohr v. Ted Neiters Motor Co., 758 P.2d 186, 188 (Colo.App.1988) (explaining that "wages or compensation" under the CWCA must be "`both vested and determinable as of the date of termination'" (quoting Hartman v. Freedman, 197 Colo. 275, 591 P.2d 1318, 1321 (1979))).
Similarly, the CAP does not violate the Louisiana labor statute, which requires that employers pay discharged employees "the amount then due under the terms of employment." La.Rev.Stat. Ann. § 23:631(A)(1)(a). As explained by the district court, according to the terms of the CAP documents, the stock was not "then due" at the time the Louisiana plaintiffs resigned. The appellees also did not "require" the plaintiffs to sign contracts calling for forfeiture of wages upon resignation, which is forbidden by Louisiana statute. See id. § 23:634(A). Rather, the CAP was made available to the plaintiffs as a benefit of employment, and they were free to reject that benefit.
The appellants' common law claims were also properly rejected by the district court.
As the district court found, with respect to the breach of employment contract
The argument that the modification was invalid for lack of consideration also fails. As we explained in In re Citigroup, the brokers received "substantial consideration" for the modification, including a reduced price for Citigroup stock, federal tax deferral, and the opportunity to vote their shares and receive dividends before the restriction period lapsed. See id. at 57-58.
The CAP contract does not violate the public policy of either Colorado or Louisiana as expressed in their wage statutes. See In re Citigroup, Inc., No. 00-cv-11912-NG, at 36-39. Moreover, the states' aversion to forfeiture is not an absolute bar to such contractual terms. Colorado upholds such provisions so long as they are not ambiguous, see Cooley v. Big Horn Harvestore Sys., Inc., 813 P.2d 736, 749 (Colo.1991), and Louisiana upholds them absent some additional element of unfairness, see Morse v. J. Ray McDermott & Co., 344 So.2d 1353, 1359 (La.1977). The CAP contract is neither ambiguous nor unfair. See In re Citigroup, 535 F.3d at 55-56.
Because the appellees did not violate any contract, the conversion claims also fail. As the district court explained, the actions that the appellees took allegedly depriving the appellants of ownership or control of their property were done in accordance with the CAP contract, and thus were not wrongful. See, e.g., New Orleans Jazz & Heritage Found., Inc. v. Kirksey, 40 So.3d 394, 405 (La.Ct.App. 2010) (explaining that conversion requires a "wrongful exercise or assumption of authority over another's goods" (emphasis added)); Carder, Inc. v. Cash, 97 P.3d 174, 183 (Colo.App.2003) ("Conversion is any distinct, unauthorized act of dominion or ownership exercised by one person over personal property belonging to another." (emphasis added)).
The appellants' unjust enrichment claims fail because neither Colorado nor Louisiana recognize a claim for unjust enrichment where a valid contract exists that covers the same subject matter. See, e.g., Jorgensen v. Colo. Rural Props., LLC, 226 P.3d 1255, 1259 (Colo.App.2010) ("[A] claim for unjust enrichment may not be asserted if there is a valid contract covering the subject matter of the alleged obligation to pay."); Andrews v. Barham, 975 So.2d 825, 828 (La.App.Ct.2008) ("[B]ecause a contract existed ... unjust enrichment is
The district court did not err, as the appellants maintain, by dismissing Renaudin's claims based on failure to pay interest on the money set aside to purchase Citigroup stock.
Renaudin makes no more than a passing attempt to challenge the dismissal of his claims that the failure to pay interest constituted conversion or unjust enrichment. Because the argument is entirely undeveloped, it is waived. See United States v. Zannino, 895 F.2d 1, 17 (1st Cir.1990).
We decline to exercise our discretion to certify any questions of state law to the supreme courts of Colorado and Louisiana.
For the foregoing reasons, we summarily affirm the decision of the district court. See 1st Cir. Loc. R. 27.0(c).
So ordered.