MacKinnon v. Logitech Inc. et al

Filing 88

ORDER by Judge Thelton E. Henderson granting in part 61 Defendants' motion for summary judgment and denying in part 39 Plaintiff's motion for partial summary judgment. (tehlc3, COURT STAFF) (Filed on 4/13/2017)

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1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 4 ROBERT MACKINNON, Plaintiff, 5 6 7 8 v. LOGITECH INC., et al., Defendants. Case No. 15-cv-05231-TEH ORDER GRANTING IN PART DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT AND DENYING IN PART PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT 9 10 This matter is currently before the Court on Plaintiff Robert MacKinnon’s motion United States District Court Northern District of California 11 for partial summary judgment (ECF No. 39) and Defendants Logitech Inc.’s and Lifesize, 12 Inc.’s motion for summary judgment (ECF No. 61). As indicated in the Court’s April 12, 13 2017 order requiring supplemental briefs (ECF No. 87), the Court finds the majority of the 14 parties’ motions suitable for resolution without oral argument. For the reasons discussed 15 below, the Court now GRANTS IN PART Defendants’ motion and DENIES IN PART 16 Plaintiff’s motion, with the issues of Plaintiff’s Maryland statutory age discrimination 17 claim and Defendants’ affirmative defenses remaining for subsequent resolution. 18 19 20 BACKGROUND Plaintiff Robert MacKinnon contends that he was jointly employed by Defendants 21 Logitech Inc. and Lifesize, Inc., and that he was terminated by both companies on 22 January 2, 2015. He asserts that he was terminated either because of age discrimination or 23 because Defendants did not want to pay him restricted stock units that he contends he was 24 promised at a company-wide meeting on November 11, 2014. He also contends that he 25 was defamed by comments about his performance by Defendants’ employees. 26 Following the Court’s ruling on Defendants’ motion to dismiss the third amended 27 complaint (“TAC”), the following claims remain: (1) abusive discharge in violation of 28 Maryland public policy; (2) breach of implied contract; (3) defamation; (4) age 1 discrimination in violation of the federal Age Discrimination in Employment Act 2 (“ADEA”); and (5) age discrimination in violation of Maryland Code, State Government, 3 section 20-602. MacKinnon seeks summary judgment on his age discrimination and contract claims 4 5 and on Defendants’ affirmative defenses. Defendants seek summary judgment on all 6 claims. This order resolves the motions as to all issues except MacKinnon’s Maryland 7 statutory age discrimination claim and Defendants’ affirmative defenses. 8 9 LEGAL STANDARD Summary judgment is appropriate when “there is no genuine dispute as to any 10 United States District Court Northern District of California 11 material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 12 56(a). Material facts are those that may affect the outcome of the case. Anderson v. 13 Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute as to a material fact is “genuine” 14 if there is sufficient evidence for a reasonable jury to return a verdict for the nonmoving 15 party. Id. The court may not weigh the evidence and must view the evidence in the light 16 most favorable to the nonmoving party. Id. at 255. A party seeking summary judgment bears the initial burden of informing the court 17 18 of the basis for its motion, and of identifying those portions of the pleadings or materials in 19 the record that demonstrate the absence of a genuine issue of material fact. Celotex Corp. 20 v. Catrett, 477 U.S. 317, 323 (1986). Where the moving party will have the burden of 21 proof at trial, it “must affirmatively demonstrate that no reasonable trier of fact could find 22 other than for the moving party.” Soremekun v. Thrifty Payless, Inc., 509 F.3d 978, 984 23 (9th Cir. 2007). However, on an issue for which its opponent will have the burden of proof 24 at trial, the moving party can prevail merely by “pointing out to the district court . . . that 25 there is an absence of evidence to support the nonmoving party’s case.” Celotex, 477 U.S. 26 at 325. If the moving party meets its initial burden, the opposing party must then set out 27 specific facts showing a genuine issue for trial to defeat the motion. Anderson, 477 U.S. 28 at 250. 2 1 DISCUSSION 2 I. 3 Claims Against Lifesize, Inc. The Court first considers Defendants’ motion for summary judgment on all claims 4 against Defendant Lifesize, Inc. MacKinnon contends that he was jointly employed and 5 terminated by Defendants Logitech Inc. and Lifesize, Inc. 6 However, Defendants present evidence that Lifesize, Inc. was not incorporated until 7 October 2014 and did not have any sales employees until July 2015. Malloy Decl. ¶ 3 8 (ECF No. 44-11). A separate entity, Lifesize Communications, Inc., was acquired by 9 Logitech in 2009, and Craig Malloy became the CEO of the Lifesize division of Logitech in February 2014.1 Id. ¶ 4. At the November 11, 2014 all-hands meeting, Malloy repeated 11 United States District Court Northern District of California 10 several times that, “[w]e are all Logitech employees.” Nov. 11, 2014 Tr. at 47:13-21 12 (Ex. J to Perry Decl. (ECF No. 64-3)). MacKinnon’s April 11, 2017 supplemental brief 13 presents evidence that “Lifesize” had an internal advisory board, but this evidence says 14 nothing about whether Lifesize, Inc. employed MacKinnon or even had any employees at 15 the time of his termination. In addition, the testimony indicates that the board existed 16 several years before Lifesize, Inc. was incorporated, thus suggesting that “Lifesize” refers 17 to the Lifesize division of Logitech. Moreover, MacKinnon himself testified that he 18 believed he was employed by Logitech at the time of his termination, explaining that: 19 22 My paycheck came from Logitech. . . . My employee stock purchase plan was through Logitech. My 401-K was from Logitech. The letter I received in the mail telling me I was terminated was from Logitech. The three-week check that was sent to me in the mail came from Logitech headquarters in California. My dealings afterwards were with Logitech HR. I worked for Logitech. My corporate card was Logitech. 23 MacKinnon Dep. at 49:8-50:1 (Ex. C to Perry Decl. (ECF No. 61-4)). No reasonable juror 24 could conclude that MacKinnon was ever employed, let alone terminated, by Lifesize, Inc. 25 Accordingly, Defendants’ motion for summary judgment on all claims asserted against 26 Lifesize, Inc. is GRANTED. 20 21 27 1 28 See May 18, 2016 Order at 8 n.1 (ECF No. 28) (discussing “some confusion in the TAC” between Lifesize, Inc. and Lifesize Communications, Inc.). 3 1 II. Abusive Discharge in Violation of Maryland Public Policy 2 Defendants also move for summary judgment on MacKinnon’s claim that his 3 termination was an abusive discharge in violation of the public policy of the State of 4 Maryland. MacKinnon asserts that his termination violated Maryland’s public policy 5 “because it was intended to interfere with his collection of the Restricted Stock Units to 6 which he was entitled.” TAC ¶ 46 (ECF No. 22). He argues in his opposition that his 7 termination also violated Maryland’s public policy against age discrimination. However, a 8 claim for abusive discharge under Maryland law “is inherently limited to remedying only 9 those discharges in violation of a clear mandate of public policy which otherwise would not be vindicated by a civil remedy.” Makovi v. Sherwin-Williams Co., 316 Md. 603, 605 11 United States District Court Northern District of California 10 (1989) (emphasis added). MacKinnon fails to rebut Defendants’ arguments that such civil 12 remedies exist in this case by way of breach of contract and statutory age discrimination 13 claims. Accordingly, Defendants’ motion for summary judgment on MacKinnon’s abusive 14 discharge claim under Maryland law is GRANTED. 15 16 17 III. Breach of Contract Next, MacKinnon and Defendants both seek summary judgment on MacKinnon’s 18 breach of contract claim.2 MacKinnon asserts that a contract to provide him with restricted 19 stock units in Lifesize, Inc. was established at an all-hands meeting hosted by CEO Craig 20 Malloy on November 11, 2014, and that Defendants breached that contract by terminating 21 him before granting him any stock units. 22 Malloy announced at the November 2014 meeting that Lifesize, Inc. was being spun 23 off as “a separate company that’s owned by Logitech,” and that Logitech agreed to 24 distribute a certain percentage of stock shares “to the employees of the company.” 25 Nov. 11, 2014 Tr. at 51:13-52:7. He further explained that: 26 27 28 2 MacKinnon also moves for summary judgment on his claim for breach of the implied covenant of good faith and fair dealing. However, the Court previously dismissed that claim with prejudice. May 18, 2016 Order at 5. 4 We all become owners, everyone in the company, all employees current and future will be granted equity in the new Lifesize Inc. . . . [T]his equity will come in the form of what we call a performance stock unit, it’s really a share of the – a share – you know, a portion of the company, but there’s – it’s only granted at a certain – a certain date, and it’s not – it’s not time based, it’s 100 percent triggered by some change or control event. 1 2 3 4 So it’s not like if – if you’ve worked in companies where you’ve been granted – you know, here at Logitech, granted options at a company where they vest on a yearly basis, a fouryear vest, that’s not what these are. 5 6 7 This – you’ll be granted shares of stock that vest immediately at 100 percent when there is some type of a contract of control. 9 Id. at 58:10-59:6. He then explained that the “change or control event” could be an IPO, or 10 “a spinout to . . . Logitech shareholders as a dividend,” or an acquisition of some type, but 11 United States District Court Northern District of California 8 he emphasized that “nothing is contemplated, nothing has been discussed, haven’t even 12 talked about it.” Id. at 59:7-60:12. 13 The slides shown at the meeting stated that “Logitech has granted Lifesize 6% of 14 the outstanding equity for employee stock grants,” and that the change was 15 “[a]nticipate[d]” to “formally take effect with employees transferred to Lifesize Inc. [on] 16 Apr 1, 2015.” Ex. A to Wayne Reply Decl. at LG001805-06 (ECF No. 50-4).3 The slides 17 also repeated Malloy’s oral explanation that vesting would be “100% triggered by a 18 ‘change of control’ event, not time,” and announced an intent to “provide letters of PSU 19 [performance stock unit] grant before the end of December.” Id. at LG001808. 20 As the transcript demonstrates, at no time during the November 2014 meeting did 21 Malloy discuss any specific stock grant to any specific employee, including MacKinnon. 22 Nor did Malloy make any promises of continued employment. In addition, MacKinnon 23 testified that he was never “informed of what [his] stock units would be in the new 24 company.” MacKinnon Dep. at 45:21-23. His own testimony therefore disproves the 25 26 27 28 3 This ECF citation is to the redacted version of the exhibit filed with Defendants’ amended motion to file documents under seal. The Court’s order granting that motion (ECF No. 51) directed MacKinnon to file a redacted version of the exhibit. MacKinnon did so, but the version he filed (ECF No. 54) redacted the entire exhibit and not just the portions requested by Defendants and ordered by the Court to be sealed. 5 1 allegation in his complaint that he “was to have 300 RSUs [restricted stock units] vest in 2 2015, with an additional 300 RSUs vest[ing] no later than November 2016.” TAC ¶ 56. 3 As this Court previously explained, a contract cannot be “so uncertain and indefinite that 4 the intention of the parties on material questions cannot be ascertained.” Sutcliffe v. Wells 5 Fargo Bank, N.A., 283 F.R.D. 533, 552 (N.D. Cal. 2012) (citing Ladas v. Cal. State Auto. 6 Ass’n, 19 Cal. App. 4th 761, 770 (1993)). The amount of stock is one such material 7 question. MacKinnon also argues that he “should have received [stock units] on 8 December 31, 2014, according to the vesting schedule in place,” Pl.’s Opp’n at 25 (ECF 10 No. 66), but this argument is unpersuasive for two reasons. First, the record establishes 11 United States District Court Northern District of California 9 that any stock units offered to Lifesize employees were not scheduled to vest until some 12 future “change of control” event that had not yet been contemplated, not on December 31, 13 2014. Second, the announcement that PSU grant letters would be provided by the end of 14 December was just that – an announcement – or, at best, a promise. A promise cannot 15 create a contract without consideration, Cal. Civ. Code § 1550, and MacKinnon offered no 16 consideration here. Put simply, no reasonable jury could find that MacKinnon had a contract relating to 17 18 restricted or performance stock units in Lifesize, Inc. The Court therefore GRANTS 19 Defendants’ motion and DENIES MacKinnon’s motion for summary judgment on his 20 breach of contract claim. 21 22 23 IV. Defamation Defendants also seek summary judgment on MacKinnon’s defamation claim. 24 Defamation requires “(a) a publication that is (b) false, (c) defamatory, and 25 (d) unprivileged, and that (e) has a natural tendency to injure or that causes special 26 damage.” Taus v. Loftus, 40 Cal. 4th 683, 720 (2007) (internal quotation marks omitted). 27 The only defamation claim that survived Defendants’ motions to dismiss is based on a 28 January 2, 2015 email from Matt Collier, then a Vice President at Logitech who oversaw 6 1 MacKinnon’s sales team. Collier Decl. ¶¶ 2-3 (ECF No. 44-16). In that email, Collier 2 explained the termination of several sales representatives, including MacKinnon, as 3 follows: 4 5 6 7 8 9 As you may know, we have made a few performance related changes in the Americas today. These were difficult decisions and are reflective [of] our sales performance in Q3/15. As a sales team we failed to deliver on our commitment to the company so I have taken these actions to shore up our business and our performance going into Q4/15. As stated these are largely performance based actions, [and] HR is already working to open new job requisitions in territories and positions affected by these actions. These positions should be posted by early next week. Jan. 2, 2015 email (Ex. B to Collier Decl. (ECF No. 44-18)). Although evaluations of an employee’s performance are often non-actionable 11 United States District Court Northern District of California 10 statements of opinion, Jensen v. Hewlett Packard Co., 14 Cal. App. 4th 958, 970-71 12 (1993), Collier’s email specifically refers to “sales performance in Q3/15.” Thus, the 13 email could reasonably be interpreted as implying that MacKinnon failed to meet his sales 14 numbers for the third quarter of fiscal year 2015. Unlike general opinions about an 15 employee’s performance, this is an objectively measurable fact that could give rise to a 16 defamation claim. See, e.g., Gould v. Maryland Sound Indus., Inc., 31 Cal. App. 4th 1137, 17 1153-54 (1995) (accusations of “poor performance” were unactionable statements of 18 opinion, but accusation that employee “made a $100,000 mistake in estimating [a] bid” 19 was an actionable “statement of fact susceptible to proof or refutation by reference to 20 concrete, provable data”). 21 However, the evidence conclusively establishes that MacKinnon did not achieve 22 either his sales quota or sales forecast for the third quarter of the 2015 fiscal year. The 23 sales incentive plan for the quarter shows that his team achieved only 75.98% of their sales 24 quota. Ex. K to Wayne Decl. (ECF No. 39-12). MacKinnon admits that the team did not 25 achieve its quota, and he further admits that the team failed to meet its sales forecast for 26 the quarter. MacKinnon Dep. at 70:20 to 71:16 (Ex. B to Wayne Decl. (ECF No. 39-3)). 27 He contends that his team leader, Bill Drucis, revised the sales forecast without consulting 28 the rest of the team, id., but that does not create a genuine dispute that the team failed to 7 1 meet its final sales forecast. In addition, the team failed to meet the original forecast, 2 coming in “[j]ust below” it. Id. MacKinnon presents no evidence that sales performance 3 was measured in any other way than by sales quotas and forecasts. Consequently, even if 4 Collier’s email were interpreted as presenting a statement of fact regarding MacKinnon’s 5 “sales performance in Q3/15,” no reasonable juror could conclude that the statement was 6 false. Defendants’ motion for summary judgment on MacKinnon’s defamation claim is 7 therefore GRANTED. 8 9 V. Age Discrimination Finally, MacKinnon and Defendants both move for summary judgment on 10 United States District Court Northern District of California 11 MacKinnon’s age discrimination claims under the ADEA and Maryland Code, State 12 Government section 20-602. The Court has requested supplemental briefing relevant to 13 the latter claim, April 12, 2017 Order at 1-2, and now addresses only MacKinnon’s ADEA 14 claim. 15 The parties do not dispute the following procedural history: MacKinnon was 16 terminated on January 2, 2015. He received a right to sue letter from the California 17 Department of Fair Employment and Housing (“DFEH”) on March 12, 2015. Ex. F to 18 Labar Decl. (ECF No. 44-7). That letter instructed MacKinnon that, if he wanted a federal 19 right to sue notice, he had to file a complaint with the EEOC “within 30 days of receipt of 20 this DFEH Notice of Case Closure or within 300 days of the alleged discriminatory act, 21 whichever is earlier.” Id. MacKinnon filed EEOC complaints on May 20 and June 8, 22 2015, Ex. G to Labar Decl. (ECF No. 44-8), and received right to sue letters from the 23 EEOC on June 18 and June 23, 2015, Ex. H to Labar Decl. (ECF No. 44-9).4 He first 24 sought leave to amend his complaint to add an ADEA claim on September 14, 2015. Mot. 25 for Leave to File Second Am. Compl. (Ex. K to Notice of Removal (ECF No. 1-11)). 26 27 28 4 The June 23 right to sue letter closed the May 20 complaint and was sent by the EEOC field office in Oakland, California. The June 18 letter closed the June 8 complaint and was sent by the EEOC field office in San Antonio, Texas. 8 1 Defendants argue that MacKinnon’s ADEA claim is untimely. In response, 2 MacKinnon relies on the June 23 EEOC right to sue letter and contends that his ADEA 3 claim was timely because he filed it within 90 days of receiving that letter, as required by 4 29 U.S.C. § 626(e). He further argues that his May 20 EEOC complaint was timely filed 5 within 180 days of his termination, as required by 29 U.S.C. § 626(d)(1)(A), but that 6 statute does not apply in states, like California, that have “a law prohibiting discrimination 7 in employment because of age and establishing or authorizing a State authority to grant or 8 seek relief from such discriminatory practice,” 29 U.S.C. § 633(b). In such states, the 9 EEOC charge must be filed “within 300 days after the alleged unlawful practice occurred, or within 30 days after receipt by the individual of notice of termination of proceedings 11 United States District Court Northern District of California 10 under State law, whichever is earlier.” 29 U.S.C. § 626(d)(1)(B). MacKinnon’s DFEH 12 right to sue letter correctly informed MacKinnon of these deadlines. 13 In this case, 30 days after receipt of the DFEH letter was earlier than 300 days of 14 MacKinnon’s termination. Thus, if MacKinnon wanted to file a separate EEOC 15 complaint, he had to do so within 30 days of receiving the March 12, 2015 DFEH letter. 16 He did not file his EEOC complaint until May 20, 2015 – 69 days after the DFEH letter 17 was issued – and that filing was therefore untimely.5 That MacKinnon sought leave to add 18 his ADEA claim within 90 days of the June 23, 2015 EEOC right to sue letter is therefore 19 irrelevant, as meeting the 90-day deadline “does not change the requirement that the filing 20 of the charge with the EEOC must itself be timely. See Phillips v. Gen. Dynamics Corp., 21 811 F. Supp. 788, 794 (N.D.N.Y. 1993) (discussing filing requirements under similar Title 22 VII regulations). 23 24 Because MacKinnon’s EEOC claim was untimely, the Court GRANTS Defendants’ motion and DENIES Mackinnon’s motion for summary judgment on his ADEA claim. 25 26 27 28 5 Although MacKinnon might not have received the right to sue letter on the date it was issued, it would be unreasonable to conclude, and MacKinnon does not argue, that he did not receive it within a few days. 9 1 2 CONCLUSION In sum, the Court GRANTS IN PART Defendants’ motion for summary judgment 3 and DENIES IN PART Plaintiff’s motion for partial summary judgment. Summary 4 judgment is GRANTED to Defendants as to all of MacKinnon’s claims against Defendant 5 Lifesize, Inc. and all claims except the Maryland statutory age discrimination claim against 6 Defendant Logitech Inc. The Court has ordered supplemental briefing on that claim and 7 will resolve whether summary judgment to either party is appropriate, along with 8 Plaintiff’s motion for summary judgment on Defendants’ affirmative defenses, after 9 considering the parties’ additional arguments. 10 United States District Court Northern District of California 11 IT IS SO ORDERED. 12 13 14 Dated: 04/13/17 _____________________________________ THELTON E. HENDERSON United States District Judge 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10

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