Willis v. Stanley Black & Decker, Inc.
Filing
23
MEMORANDUM OPINION. Signed by Chief Judge Deborah K. Chasanow on 3/26/13. (sat, Chambers)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
:
LAWRENCE W. WILLIS
:
v.
:
Civil Action No. DKC 12-1991
:
STANLEY BLACK & DECKER, INC.
:
MEMORANDUM OPINION
Presently pending and ready for review in this wage payment
and breach of contract case is the motion for reconsideration
filed by Plaintiff Lawrence W. Willis.
(ECF No. 18).
The
relevant issues have been briefed, and the court now rules, no
hearing being necessary.
Local Rule 105.6.
For the following
reasons, the motion for reconsideration will be denied.
I.
Background
On or about May 8, 2012, Mr. Willis filed suit in the
Circuit Court for Prince George’s County, Maryland, against his
former employer, Stanley Black & Decker, Inc.
(ECF No. 2).
In
his complaint, Mr. Willis alleged that Stanley Black & Decker
improperly
refused
participating
Compensation
January 2012.
the
case
to
in
Plan
to
the
pay
him
a
company’s
(“MICP”)
before
$50,000
2011
he
bonus
he
Management
voluntarily
earned
by
Incentive
resigned
in
On July 3, 2012, Stanley Black & Decker removed
this
court.
(ECF
No.
1).
In
response
to
Defendant’s motion to dismiss or for summary judgment (ECF No.
9), Plaintiff filed an amended complaint that asserted three
counts:
(1)
violation
of
the
Maryland
Wage
Payment
and
Collection Act, Md. Code. Ann., Lab. & Empl. §§ 3-501 et seq.;
(2) breach of contract; and (3) violation of the Connecticut
wage payment law, Conn. Gen. Stat. §§ 558 et seq.
(ECF No. 10).
On August 8, 2012, Defendant filed a second motion to
dismiss or, in the alternative, for summary judgment.
13).
(ECF NO.
By memorandum opinion and order issued November 30, 2012,
the court granted Defendant’s motion, which it construed as one
for
summary
judgment
because
outside of the complaint.
declined
to
resolve
the
both
parties
relied
on
(ECF Nos. 16 & 17).
parties’
choice
of
law
matters
The court
dispute,
concluding that Mr. Willis’s claims fail under either Maryland
or Connecticut law.
claims,
the
court
With respect to his statutory wage payment
held
that
Plaintiff’s
purported
2011
MICP
bonus did not constitute “wages” as defined by either state’s
statute given that, under the MICP Plan Document and the 2011
MICP Criteria, Stanley Black & Decker always retained discretion
as to whether to award the bonus.
(ECF No. 16, at 7-13).
With
respect to Plaintiff’s breach of contract claim, the court held
that the MICP documents relied on by Mr. Willis as the source of
Stanley Black & Decker’s purported contractual obligation to pay
2
him an MICP bonus for 2011 could not be construed as a definite
offer under either Maryland or Connecticut law.
(Id. at 13-16).
On December 28, 2012, Plaintiff filed the pending motion
for
reconsideration.
(ECF
No.
20).
Defendant
filed
an
opposition (ECF No. 21), and Mr. Willis did not reply.
II.
Standard of Review
A motion for reconsideration filed within twenty-eight days
of the underlying order is governed by Federal Rule of Civil
Procedure 59(e).
Courts have recognized three limited grounds
for granting a motion for reconsideration pursuant to Federal
Rule
of
Civil
Procedure
59(e):
(1)
to
accommodate
an
intervening change in controlling law, (2) to account for new
evidence not available at trial, or (3) to correct clear error
of law or prevent manifest injustice.
See United States ex rel.
Becker v. Westinghouse Savannah River Co., 305 F.3d 284, 290 (4th
Cir. 2002) (citing Pac. Ins. Co. v. Am. Nat’l Fire Ins. Co., 148
F.3d 396, 403 (4th
(2003).
Cir. 1998)),
cert. denied, 538 U.S. 1012
A Rule 59(e) motion “may not be used to relitigate old
matters, or to raise arguments or present evidence that could
have been raised prior to the entry of judgment.”
Co.,
148
F.3d
at
403
(quoting
11
Wright,
et
Pac. Ins.
al.,
Federal
Practice & Procedure § 2810.1, at 127–28 (2d ed. 1995)).
Where a
party presents newly discovered evidence in support of its Rule
59(e) motion, it “must produce a ‘legitimate justification for
3
not
presenting’
the
evidence
during
the
earlier
proceeding.”
Id. (quoting Small v. Hunt, 98 F.3d 789, 798 (4th Cir. 1996)).
“In general, ‘reconsideration of a judgment after its entry is
an extraordinary remedy which should be used sparingly.’”
Id.
(quoting Wright, et al., supra, § 2810.1, at 124).
III. Analysis
Mr. Willis’s motion does not specifically address any of
the grounds for reconsideration available under Rule 59(e).
In
other words, Mr. Willis fails to identify any intervening change
in the law, newly developed evidence, or clear error of law or
manifest injustice that would cause the court to alter its prior
opinion.
Rather,
Mr.
Willis’s
motion
consists
entirely
of
arguments that he either did raise, or could have raised, in his
original opposition to Defendant’s motion for summary judgment.
Without
more,
such
arguments
are
not
a
valid
basis
for
reconsidering the court’s prior entry of judgment.
In any event, Mr. Willis’s arguments are unavailing on the
merits.
With respect to his claim under the Connecticut wage
payment statute,1 Mr. Willis principally contests the court’s
factual
finding
that
Stanley
1
Black
&
Decker
always
had
In his motion for reconsideration, Mr. Willis addresses
only Connecticut law.
(See ECF No. 18).
In light of this
apparent concession that Connecticut law applies to his claims,
the court will not reconsider Plaintiff’s claims under Maryland
law.
4
discretion regarding whether to award him an MICP bonus.
No. 18, at 3-7).
(ECF
As explained in the court’s prior opinion, the
Connecticut wage payment statute allows for recovery of bonuses
as
“wages”
only
if:
(1)
the
award
of
the
bonus
is
non-
discretionary; (2) the amount of the bonus is non-discretionary;
and (3) the amount of the bonus is dependent on an employee’s
performance.
(D.Conn.
Datto Inc. v. Braband, 856 F.Supp.2d 354, 271
2012)
(synthesizing
Supreme Court decisions).
a
trio
of
recent
Connecticut
Mr. Willis argues, as he did in his
opposition, that the MICP Plan Document (ECF No. 21-1) limited
Defendant’s discretion to setting the MICP criteria applicable
to a given performance year.
Thus, according to Mr. Willis,
once Defendant finalized the 2011 MICP Criteria (ECF No. 21-2)
and
once
Plaintiff
and
the
company
achieved
the
Performance
Goals set forth in that document, Stanley Black & Decker did not
have discretion regarding either the award or the amount of his
2011 MICP bonus.
To
support
his
argument,
Mr.
Willis
now
points
to
two
provisions in the MICP Plan Document that he did not rely on
previously.
First, he asserts that the non-discretionary nature
of MICP bonuses is established by the mandatory language used in
Paragraph 5(a) of the MICP Plan Document:
On or prior to the earlier of the 90th day
after the commence of a Performance Period
or the date on which 25% of a Performance
5
Period has elapsed, the Committee shall
specify in writing, by resolution of the
Committee or other appropriate action, the
Participants for such Performance Period and
the Performance Goals applicable to each
Award for each Participant with respect to
such Performance Period.
Unless otherwise
provided by the Committee in connection with
specified
terminations
of
employment,
payment in respect of Awards shall be made
only if and to the extent the Performance
Goals with respect to such Performance
Period are attained.
(ECF
No.
21-1,
at
5
¶ 5(a))
(emphasis
added).
Second,
Mr.
Willis contends that Stanley Black & Decker’s ability to “amend,
suspend, or terminate the Plan” at any time (ECF No. 21-2, at 5)
does not change the non-discretionary nature of MICP bonuses
because Paragraph 7(e) of the MICP Plan Document specifically
states that “no amendment [to the Plan] . . . shall affect
adversely any of the rights of any Participant under any Award
following the end of the Performance Period to which such Award
relates” (ECF No. 21-1, at 6 ¶ 7(e)).
When
read
in
context,
the
provisions
relied
on
by
Mr.
Willis do not change the court’s prior conclusions about the
discretion retained by Stanley Black & Decker with respect to
MICP bonuses.
In particular, Paragraph 7(e) states, in full,
that:
The Board or the Committee may at any time
and from time to time alter, amend, suspend,
or terminate the Plan in whole or in part .
.
.
Notwithstanding
the
foregoing,
no
amendment . . . shall affect adversely any
6
of the rights of any Participant under any
Award following the end of the Performance
Period to which such Award relates, provided
that
the
exercise
of
the
Committee’s
discretion pursuant to Section 5(b) to
reduce the amount of an Award shall not be
deemed an amendment of the Plan.
(ECF No. 21-1, at 6 ¶ 7(e)) (emphasis added).
Section 5(b), in
turn, states that “[t]he Committee may, in its sole discretion,
increase
Section
(subject
5(b))
or
to
the
maximum
decrease
the
amount
amounts
set
forth
otherwise
in
this
payable
to
Participants upon the achievement of Performance Goals under an
Awards.”
(Id.
at
5)
(emphases
added).
Notably,
although
Paragraph 5(b) places a ceiling on the amount of any increase
made by the Committee, there is no corresponding floor on the
amount of any decrease.
In other words, nothing in Paragraph
5(b) limits Stanley Black & Decker’s discretion to decrease the
amount of an MICP bonus to zero.
MICP
Plan
Document
makes
clear
Thus, when read in full, the
that
Stanley
Black
&
Decker
always retained discretion as to both the award and the amount
of Mr. Willis’s 2011 MICP bonus, even after the 2011 Performance
Goals had been achieved.
Such discretion precludes Mr. Willis
from recovering under Connecticut’s wage payment statute.
See
Ziotas v. Reardon Law Firm, P.C., 296 Conn. 579, 588-89 (2010)
7
(in order for a bonus to be classified as “wages,” neither its
award nor its amount can be discretionary).2
With respect to his breach of contract claim, Mr. Willis
now
asserts
that
(1)
the
MICP
Plan
Document
demonstrates
a
meeting of the minds between him and Stanley Black & Decker that
the company would pay him a bonus upon completion of yearly
performance goals set by the company; and (2) any indefiniteness
in the MICP Plan Document was eliminated when Stanley Black &
Decker partially performed under the agreement by memorializing
the 2011 MICP Criteria in writing.
These arguments are without merit.
(ECF No. 18, at 7-11).
First, as detailed above,
Stanley Black & Decker expressly retained discretion as to both
the
award
Document.
and
As
amount
of
explained
MICP
in
the
2
bonuses
court’s
under
prior
the
MICP
Plan
opinion,
this
Even if his reading of the MICP documents is credited, Mr.
Willis would still fail to satisfy the third requirement under
Connecticut’s wage payment statute, i.e., that the bonus must be
“linked solely to the ascertainable efforts of the particular
employee.”
Weems v. Citigroup, Inc., 289 Conn. 769, 781-82
(2008) (“Discretionary additional remuneration, as a share in a
reward to all employees for the success of the employer’s
entrepreneurship,
falls
outside
the
protection
of
the
statute.”);
see also Ziotas, 296 Conn. at 589
(“[T]he
relationship between performance and compensation [required by
the Connecticut wage payment statute] is still attenuated if the
amount of the bonus is discretionary and dependent on factors
other than the employee’s performance.”).
Here, the 2011 MICP
Criteria makes clear that corporate performance accounts for 25%
of award determinations and divisional performance accounts for
75%
of
award
determinations,
while
individual
employee
performance functions only as a discretionary modifier.
(See
ECF No. 21-2, at 6).
8
discretion precludes the MICP Plan Document from constituting a
definite offer under Connecticut law.
See Borden v. Skinner
Chuck Co., 150 A.2d 607, 611 (Conn. Super. 1958) (holding that
statements
regarding
an
employee
bonus
plan
cannot
form
the
basis of an enforceable contract where its terms make the amount
of bonuses dependent on the company’s earnings and also give the
employer discretion as to whether to award a bonus at all).
Contrary to Mr. Willis’s arguments, the 2011 MICP Criteria did
nothing to alter this discretion, given that it (1) expressly
incorporated the MICP Plan Document by reference and (2) stated
that
the
agreements
MICP
“does
that
Participant.”
may
not
affect
exist
the
between
(ECF No. 21-2, at 3-4).
terms
the
of
any
Company
employment
and
any
Accordingly, there is no
basis for concluding that the 2011 MICP Criteria somehow created
or “solidified” a contractual obligation by Defendant to pay Mr.
Willis a $50,000 MICP bonus for 2011.3
In sum, Mr. Willis’s arguments do not provide a valid basis
under Rule 59(e) for reconsidering the entry of judgment against
him.
3
In light of this conclusion, Mr. Willis’s arguments about
the purported inconsistencies between the MICP Plan Document and
the 2011 MICP Criteria – including with respect to provisions
regarding voluntary termination of employment – need not be
reached.
9
IV.
Conclusion
For the foregoing reasons, the motion to reconsider filed
by Plaintiff Lawrence W. Willis will be denied.
A separate
Order will follow.
/s/
DEBORAH K. CHASANOW
United States District Judge
10
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?