Blanch v. Chubb & Sons, Inc.
Filing
22
MEMORANDUM. Signed by Judge Catherine C. Blake on 8/6/13. (hmls, Deputy Clerk)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
DAVID BLANCH
v.
CHUBB & SON, INC.
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CIVIL NO. CCB-12-1965
MEMORANDUM
Plaintiff David Blanch filed this suit against his former employer, defendant Chubb &
Son, Inc. (“Chubb”), after he was terminated. The court previously granted Chubb’s motion to
dismiss, and Blanch subsequently amended his complaint, with leave of court, adding substance
to his claims for compensation he believes Chubb owes him under implied contract, quantum
meruit, and Maryland’s Wage Payment & Collection Law (“MWPCL”). Chubb has filed a
motion for judgment on the pleadings under Rule 12(c) seeking to dismiss the remaining claims.
For the reasons stated below, Chubb’s motion will be denied.
In his amended complaint, Blanch alleges that Chubb terminated him in retaliation for
complying with an internal investigation. He alleges that under Chubb’s employment policies
and agreements and/or as evidenced by a twelve-year pattern of employment practices and
incentives, he is owed performance bonuses, pay incentives, profit sharing, and severance
payments that were never paid after he was discharged. Blanch apparently never signed any
written employment agreement or policy, and he asserts that Chubb has withheld any such
documentation from him, even though he admits he was aware that written policies may have
governed his employment with Chubb. In its motion for judgment on the pleadings, Chubb has
attached nine exhibits, including an affidavit as well as copies of and excerpts from a variety of
employment plans and policies that Chubb alleges govern all of Blanch’s claims.
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Motions for judgment on the pleadings under Fed. R. Civ. P. 12(c) are decided under the
same standard as motions to dismiss under Rule 12(b)(6). Independence News, Inc. v. City of
Charlotte, 568 F.3d 148, 154 (4th Cir. 2009). The purpose of a motion to dismiss “is to test the
legal sufficiency of a complaint’ and not to ‘resolve contests surrounding the facts, the merits of
a claim, or the applicability of defenses.’” Presley v. City of Charlottesville, 464 F.3d 480, 483
(4th Cir.2006) (quoting Edwards v. City of Goldsboro, 178 F .3d 231, 243–44 (4th Cir.1999)).
To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), “a complaint must contain
sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 663 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). The court assumes the facts alleged in the complaint are true and draws all
reasonable factual inferences in the nonmoving party's favor. Edwards, 178 F.3d at 244. A
complaint need not provide “detailed factual allegations,” but it must “provide the grounds of
[the plaintiff's] entitlement to relief” with “more than labels and conclusions” or “a formulaic
recitation of the elements of a cause of action.” Twombly, 550 U.S. at 555 (internal quotations
omitted).
Generally, “when a defendant attaches a document to its motion to dismiss, a court may
consider it in determining whether to dismiss the complaint if it was integral to and explicitly
relied on in the complaint and if the plaintiffs do not challenge its authenticity.” Am.
Chiropractic Ass'n v. Trigon Healthcare Inc., 367 F.3d 212, 234 (4th Cir. 2004) (internal
quotations omitted). On the other hand, while it is true that a plaintiff “cannot withstand a motion
to dismiss by merely failing to provide the court with information[,]” see Maryland Minority
Contractor’s Ass’n, Inc. v. Maryland Stadium Authority, 70 F. Supp. 2d 580, 592 n.5 (D. Md.
1998), courts should be reluctant to consider such documents (1) where it is not obvious from the
face of the complaint that they are being relied upon by the plaintiff; (2) where their authenticity
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is challenged; (3) where there is a danger of manipulation through “selectively quoting
documents . . . without providing their full context[;]” or (4) where considering such materials
amounts to converting a Rule 12 motion into one for summary judgment without notice or a
sufficient opportunity for discovery. See Fed. R. Civ. P. 12(d) (“If, on a motion under Rule
12(b)(6) or 12(c), matters outside the pleadings are presented to and not excluded by the court,
the motion must be treated as one for summary judgment.”); see also Greater Baltimore Center
for Pregnancy Concerns, Inc. v. Mayor and City Council of Baltimore, --- F.3d ----, 2013 WL
3336884 (4th Cir. 2013) (“Obviously, ‘by its very nature, the summary judgment process
presupposes the existence of an adequate record.’”) (citation omitted); CACI Intern., Inc. v. St.
Paul Fire and Marine Ins. Co., 566 F.3d 150, 154, 156 (4th Cir. 2009).
Chubb’s motion must be denied for several reasons. First, it is far from obvious, based on
the complaint, that all of the materials attached to Chubb’s motion are being expressly relied
upon by Blanch to support his claims. In fact, Blanch represents that he has never seen many of
the documents, and he points out that it is unclear whether the documents that were submitted are
complete. For example, Chubb attached a copy of its 2011 Annual Incentive Compensation Plan
(Def.’s Mot., Ex. 2, ECF No. 18-2), but it is labeled “Annex A,” suggesting it is part of a larger
document. Thus, there is a danger of “manipulation” by Chubb as to the meaning and scope of
these documents, as well as prejudice to Blanch who has not had the opportunity to adequately
assess the materials and respond to Chubb’s arguments.1 There is also no indication in the
complaint or in the documents themselves that Blanch was subject to these particular
documents, policies, and plans. Once the court requires affirmative evidence to support the
relevance and applicability of a document to a given claim, it no longer may be considered in the
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The court does not suggest any bad faith by Chubb, simply that the standard for a motion under
Rule 12(c) requires that the plaintiff be allowed to review and attempt to address the entire
document.
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context of Rule 12. While Chubb may ultimately prove, after an appropriate period of discovery,
that these provisions do govern Blanch’s claims, the court cannot rely on them at this time in
assessing his claims.
Second, Chubb plausibly asserts that Blanch’s claims for retirement matching funds and
severance pay are governed by ERISA, and that he failed to avail himself of the appropriate plan
procedures to vindicate his rights under ERISA. It is likely that these benefits are covered by
ERISA, and that Blanch’s claims for such compensation would be preempted. But, because there
has been no discovery in this case, it is unclear what plans govern his claims, and Blanch states
he was not aware of the existence of such procedures. Thus, whether any of his claims are
covered by ERISA is a legal and factual dispute that cannot be resolved on a Rule 12 motion. It
may be appropriate for Blanch to seek a stay of this case so that he may attempt to pursue
remedies under the appropriate plans, if he determines his retirement and severance claims are
subject to ERISA.2
Finally, Chubb contends that the MWPCL is inapplicable here because New Jersey law
would apply to Blanch’s employment relationship in this case. Again, this issue cannot be
resolved on this motion. Chubb asserts, citing Kunda v. C.R. Bard, Inc., 671 F.3d 464 (4th Cir
2011), that “Maryland recognizes contractual choice of law clauses” in the context of the
MWPCL. While this may be true, it is not apparent that any or all of Blanch’s claims are
governed by any choice-of-law provision. First, although several of the various plans and
policies attached to Chubb’s motion do contain choice of law provisions, it is, once again,
unclear whether these provisions govern Blanch’s claims. Second, it is also unclear whether
Blanch can be subject to a choice-of-law provision under Maryland law having not expressly
2
Blanch does allege that he requested all money now claimed, including severance pay and
retirement contributions, in writing, on April 14, 2011, as well as copies of the applicable
employment policies, but Chubb never responded. (Am. Compl. ¶¶ 32-33).
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signed any such agreement. See Kunda, 671 F.3d at 466 (noting that the compensation program
at issue there was “entirely elective” and that the plaintiff had “elect[ed] to participate”).
Otherwise, a court sitting in a diversity case must apply the choice of law rules of the state in
which it sits. Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487, 496 (1941).
“Maryland generally follows the ‘lex loci contractus’ principle, under which ‘the law of the
jurisdiction where the contract was made controls its validity and construction.’” Noohi v. Toll
Bros., Inc., 708 F.3d 599, 607 (4th Cir. 2013) (quoting Kramer v. Bally's Park Place, Inc., 311
Md. 387, 535 A.2d 466, 467 (1988)). “For choice-of-law purposes, a contract is made where the
last act necessary to make the contract binding occurs.” Konover Prop. Trust, Inc. v. WHE
Associates, Inc., 790 A.2d 720, 728 (Md. App. 2002). Because it appears that Blanch worked for
his entire tenure at Chubb in its Baltimore, Maryland office, Maryland law would likely apply to
all of Blanch’s claims, including the MWPCL, unless Chubb can show that Blanch was subject
to an express choice of law provision. Thus, Blanch has stated a claim under the MWPCL.
Accordingly, Chubb’s motion for judgment on the pleadings will be denied. The court
will confer with the parties to allow for focused discovery so that Blanch can more clearly
ascertain what benefit plans and employment agreements may cover his claims, whether ERISA
applies to some of those claims, whether exhaustion is still possible or might be excused, and
whether there is a basis to conclude that he is subject to the New Jersey choice-of law provisions
relied on by Chubb.
A separate Order follows.
8/6/2013
/s/
Catherine C. Blake
United States District Court
Date
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