Milton v. The National Center for Children and Families, Inc.
Filing
16
MEMORANDUM OPINION. Signed by Judge Deborah K. Chasanow on 1/28/2025. (sat, Chambers)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
:
LISA MILTON
:
v.
:
Civil Action No. DKC 24-1321
:
THE NATIONAL CENTER FOR CHILDREN
AND FAMILIES, INC.
:
MEMORANDUM OPINION
Presently pending and ready for resolution in this employment
law case brought by Plaintiff Lisa Milton (“Plaintiff”) against
her former employer, Defendant The National Center for Children
and Families, Inc. (“NCCF” or “Defendant”) is the motion to dismiss
filed by Defendant.
(ECF No. 10).
The issues have been briefed,
and the court now rules, no hearing being deemed necessary.
Rule 105.6.
Local
For the following reasons, the motion to dismiss will
be granted in part and denied in part.
I.
Background 1
From November 2020 until March 2024, Plaintiff worked for the
Black Physicians & Healthcare Network (“BPHN”).
53).
(ECF No. 1 ¶¶ 6,
BPHN is “a Montgomery County initiative intended to connect
the County’s Black community with quality healthcare services.”
(ECF No. 14, at 1).
1
Plaintiff worked in several different roles,
The following facts are set forth in the complaint and
construed in the light most favorable to Plaintiff.
mainly within the BPHN COVID Response Team Program (the “Program”).
(ECF No. 1 ¶ 6).
When Plaintiff was hired, Motir, a Washington,
D.C. organization, served as the administrator for the Program.
(ECF No. 1 ¶ 6).
Plaintiff was a full-time employee of Motir, and
she received health insurance, paid leave, and overtime pay for
work she performed over forty hours a week.
(ECF No. 1 ¶¶ 8-10).
On or around March 1, 2021, Defendant became the administrator
of the Program, and, although Plaintiff’s job duties remained the
same, Plaintiff’s status “changed from a full-time employee with
benefits, to an independent contractor without benefits.”
No.
1
¶¶
12,
17).
Plaintiff
was
supervised
by
(ECF
Defendant’s
executive team and employees, including Ms. Krystal Holland, Ms.
Sheryl Chapman, Ms. Jasilyn Morgan, and Ms. Robin Little.
(ECF
No. 1 ¶ 18).
Defendant gave Plaintiff a Purchase of Services Agreement
(“POSA”), setting her pay at $70 per hour, and establishing a
maximum pay covering forty hours a week.
14, at 2).
(ECF Nos. 1 ¶¶ 13-14;
“[T]o perform the services satisfactorily as demanded
by NCCF and required by the terms of the [f]irst POSA, [Plaintiff]
had to work substantially more than 40 hours per week.”
(ECF Nos.
14, at 2; 1 ¶ 15).
Plaintiff worked under the first POSA until early July 2021,
and then agreed to work until June 2022 under a new POSA.
No. 1 ¶¶ 19-20).
(ECF
Defendant offered Plaintiff a position as a
2
Program Network Coordinator, and Plaintiff accepted the position.
(ECF No. 1 ¶¶ 22-23).
Plaintiff worked in this role from July
2022 until June 2023.
During this time, her “workload doubled,
but her rate of pay was decreased from $70 per hour to $56.57 per
hour without any notice or an opportunity to negotiate.”
1 ¶ 24).
(ECF No.
Plaintiff’s workload increase was partly because Ms.
Holland allowed another contractor to work for BPHN and maintain
a job outside BPHN, and Plaintiff was required to complete “a
substantial amount” of that contractor’s work without being paid.
(ECF No. 1 ¶¶ 26-27). This pay reduction was set out in Plaintiff’s
third POSA.
(ECF No. 1 ¶ 25).
Plaintiff was also “prohibited
from working outside of the provision of services under her [t]hird
POSA.”
(ECF No. 1 ¶ 26).
Throughout the first, second, and third POSAs, Plaintiff
often worked more than forty hours a week, but she was only paid
for forty hours a week.
(ECF No. 14, at 3).
At some point,
“Plaintiff was explicitly instructed not to discuss her employment
misclassification with other NCCF employees and contractors and
told that such discussion would be case for termination of her
contract.”
Almost
(ECF No. 1 ¶ 94).
every
day
from
March
2021
until
March
7,
2024,
“Plaintiff was given scheduled directives concerning the manner in
which she was to complete the daily tasks assigned to her.”
No. 1 ¶ 77).
(ECF
Every two weeks, Plaintiff “submitted invoices
3
pursuant to the terms of her contract,” and each time Defendant
“would deny her pay for hours worked in excess of the maximum
contract hours under each POSA despite requiring her to work those
hours.”
(ECF No. 1 ¶ 78).
Defendant instructed Plaintiff to bill
only for forty hours a week, even though Defendant “knew that she
worked well in excess of 40 hours per week.”
(ECF No. 1 ¶ 79).
“From March 1, 2021[,] until March 7, 2024, Plaintiff worked an
average of 14 hours per day six days per week and an average of
six additional hours on the seventh day.”
(ECF No. 1 ¶ 92).
“On at least twenty occasions,” Plaintiff raised concerns to
multiple supervisors and HR about her wages and her classification
as an independent contractor. 2
(ECF No. 1 ¶ 29).
For example, in
July 2023, Plaintiff expressed concerns about being required to
sign an “NCCF Conflict of Interest Policy and Code of Ethics,”
because Plaintiff thought it was not appropriate to sign the form
if she was an independent contractor.
(ECF No. 1 ¶¶ 30-31).
“Plaintiff was forced to sign anyway for fear of termination of
her
employment.
Plaintiff
immediately
began
finding
herself
deliberately left out of crucial meetings and deprived of essential
2
While not the subject of the current motion to dismiss,
Plaintiff also alleges that she raised concerns about Defendant’s
“mishandling of funds,” including billing discrepancies in
Defendant’s mental health services contracts and data being
submitted to the Montgomery County Department of Health and Human
Services.
(ECF No. 1 ¶¶ 56-70).
Plaintiff alleges that her
internal reporting of these concerns also led to retaliation and
ultimate termination. (ECF No. 1 ¶¶ 67-70).
4
information necessary for performing her duties.”
(ECF No. 1 ¶¶
32-33). Additionally, on or around November 22, 2023, Ms. Chapman,
one of Plaintiff’s supervisors required Plaintiff to sign a job
description that called her an “employee.”
(ECF No. 1 ¶ 34).
Plaintiff did not wish to sign the job description “for fear of
creating
legal
problems,”
“insisted
that
Plaintiff’s POSA required her to sign the job description.”
(ECF
No. 1 ¶¶ 35-36).
but
her
supervisor
“On or around July 1, 2023,[3] Plaintiff was
demoted to the position of Health Provider Recruiter in retaliation
for raising concerns about her employment status and inadequate
pay.”
(ECF No. 1 ¶ 38).
Plaintiff was given a fourth POSA, and around that time, she
“experienced a significant change in her job duties which reduced
her standing in NCCF.”
Plaintiff
lost
the
(ECF No. 1 ¶¶ 39-40).
responsibility
for
For example,
supervising
other
independent contractors and overseeing “community outreach events
and partnership collaboration,” and she “lost access to resources
necessary to perform her duties.”
(ECF No. 1 ¶¶ 41-42).
In or around October 2023, Plaintiff asked Ms. Little about
“the adequacy of her wages” based on “her timesheet, invoices, and
3
Both Plaintiff’s complaint and opposition to Defendant’s
motion to dismiss include this date. (ECF Nos. 1 ¶ 38; 14, at 4).
The date does not appear to fit with the timeline of Plaintiff’s
other alleged dates and overall timeline. Nevertheless, this does
not impact the analysis below.
5
mileage reimbursements.”
(ECF No. 1 ¶ 43).
Later that month, Ms.
Little “accused Plaintiff of ‘contentious’ behavior, and stated
that
Plaintiff’s
concerns
about
her
timesheet,
mileage reimbursement would not be tolerated.”
invoices,
and
(ECF No. 1 ¶ 44).
Additionally, Ms. Little “began giving some of Plaintiff’s job
responsibilities to other independent contractors in retaliation
for Plaintiff raising concerns about her wages.”
45).
(ECF No. 1 ¶
When Plaintiff voiced concern about her ability to perform
her job, she was told to “stay in her lane.”
(ECF No. 1 ¶ 46).
Plaintiff also raised concerns with Ms. Holland and others, but
“[b]y
December
of
2023,
Plaintiff’s
attempts
to
resolve
her
misclassification and pay-related concerns with Ms. Holland and
others resulted in further exclusion from Program events and
isolation within the Program such as being intentionally left off
Program communications.”
In
December
2023,
(ECF No. 1 ¶¶ 47-48).
Ms.
Janelle
Martinez
became
the
administrator of the Program, and she “began to harass Plaintiff”
for expressing her concerns.
(ECF No. 1 ¶ 49).
On or around
February 2, 2024, Plaintiff had a call with Ms. Martinez, and
Plaintiff shared that she felt she was being retaliated against,
and that she was concerned she would be terminated.
51).
(ECF No. 1 ¶
Ms. Martinez told Plaintiff that she was “‘doing a great
job’ and assured Plaintiff that she had nothing to worry about.”
(ECF No. 1 ¶ 52).
6
On March 7, 2024, Plaintiff was terminated by Defendant. (ECF
No. 1 ¶ 53).
Plaintiff alleges that her termination was “in
retaliation for complaining about her unlawful misclassification
and inadequate pay.”
(ECF No. 1 ¶ 54).
Plaintiff filed a complaint against Defendant on May 6, 2024,
for
violations
of
the
Fair
Labor
Standard
Act
(“FLSA”),
the
Maryland Wage and Hour Law (“MWHL”), and the Maryland Wage Payment
and Collection Law (“MWPCL”), as well as for wrongful termination,
breach of contract, and unjust enrichment.
Plaintiff asserts
federal question jurisdiction and supplemental jurisdiction over
the state law claims.
On July 2, 2024, Defendant filed a partial
motion to dismiss Count VI-wrongful termination, Count VII-breach
of contract, and Count VIII-unjust enrichment.
(ECF No. 10).
On
August 19, 2024, Plaintiff filed a response in opposition to
Defendant’s motion to dismiss.
(ECF No. 14).
On August 30, 2024,
Defendant filed a reply in support of its motion to dismiss.
(ECF
No. 15).
II.
Standard of Review
A motion to dismiss under Federal Rule of Civil Procedure
12(b)(6) tests the sufficiency of the complaint.
Presley v. City
of Charlottesville, 464 F.3d 480, 483 (4th Cir. 2006).
“[T]he
district court must accept as true all well-pleaded allegations
and draw all reasonable factual inferences in plaintiff’s favor.”
Mays v. Sprinkle, 992 F.3d 295, 299 (4th Cir. 2021).
7
A plaintiff’s
complaint needs only satisfy the standard of Rule 8(a)(2), which
requires a “short and plain statement of the claim showing that
the pleader is entitled to relief.”
facts
do
not
permit
the
court
to
“[W]here the well-pleaded
infer
more
than
the
mere
possibility of misconduct, the complaint has alleged—but it has
not ‘show[n]’—‘that the pleader is entitled to relief.’”
Ashcroft
v. Iqbal, 556 U.S. 662, 679 (2009) (quoting Fed.R.Civ.P. 8(a)(2)).
A Rule 8(a)(2) “showing” requires “stat[ing] a claim to relief
that is plausible on its face.”
U.S. 544, 570 (2007).
Bell Atl. Corp. v. Twombly, 550
“A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to draw the
reasonable inference that defendant is liable for the misconduct
alleged.” Mays, 992 F.3d at 299-300 (quoting Iqbal, 556 U.S. at
663).
Legal
conclusions
couched
as
factual
allegations
are
insufficient, Iqbal, 556 U.S. at 678, as are conclusory factual
allegations devoid of any reference to actual events, United Black
Firefighters of Norfolk v. Hirst, 604 F.2d 844, 847 (4th Cir. 1979).
III. Analysis
Three counts are relevant to the pending motion: wrongful
termination (Count VI), breach of contract (Count VII), and unjust
enrichment (Count VIII).
In its motion to dismiss, Defendant
argues that Plaintiff has failed to state a claim for each of these
counts.
(ECF No. 10).
8
A. Count VI: Wrongful Termination
Plaintiff alleges that she was wrongfully terminated.
No. 1, at 21-22).
(ECF
Defendant argues that Plaintiff fails to state
a claim for wrongful termination because Plaintiff failed to plead
the particular public policy allegedly violated, and she has an
available statutory remedy.
(ECF No. 10, at 3).
In her response,
Plaintiff voluntarily dismisses Count VI; therefore, Count VI is
dismissed.
(ECF No. 14, at 6).
B. Count VII: Breach of Contract
Plaintiff alleges that Plaintiff and Defendant entered into
several POSAs.
Plaintiff alleges that Defendant violated Maryland
contract law by
[F]ail[ing] to meet its obligation to act in good faith
and deal fairly with Plaintiff by imposing a maximum
number of paid hours under the POSAs knowing that it
would take Plaintiff nearly twice the maximum hours to
complete the contemplated work satisfactorily and
preventing her from obtaining other sources of income or
advertising her services to potential other employers.
(ECF No. 1 ¶ 156).
Plaintiff contends that Defendant’s actions
constitute a material breach of the POSAs, and Defendant is liable
“for work it required pursuant to the POSAs performed by Plaintiff
for which Plaintiff was not paid.”
(ECF No. 1 ¶ 158).
Defendant argues that Plaintiff has not alleged facts that
demonstrate an obligation to Plaintiff that Defendant breached.
Defendant also argues that Maryland law does not recognize an
independent cause of action for a breach of the implied covenant
9
of good faith and fair dealing.
Rather, a duty of good faith and
fair dealing is part of a breach of contract action, and “Plaintiff
does not allege any other facts to support her breach of contract
claim.”
(ECF No. 10, at 6-7).
Plaintiff argues that her complaint alleges she had contracts
with Defendant which required her to perform specific services and
set her hourly pay rate.
Plaintiff contends that while the
contract limited Plaintiff’s compensation to payment for forty
hours
a
requiring
week,
the
Plaintiff
Nevertheless,
contract
did
to
more
Plaintiff
work
argues
not
prohibit
than
that
forty
Defendant
Defendant
from
hours
week.
a
breached
the
contract by requiring Plaintiff to work more than forty hours a
week Defendant agreed to pay Plaintiff.
Because Defendant “had
discretion to require that [Plaintiff] work more than 40 hours in
a week, under its implied duty of good faith and fair dealing, if
it required her to do so, it was contractually obligated to pay
her for the additional hours.”
(ECF No. 14, at 8-9).
As this court recently stated:
“Under Maryland law, the elements of a claim for
breach of contract are “‘contractual obligation, breach,
and damages.’” Kantsevoy v. LumenR LLC, 301 F.Supp.3d
577, 596 (D.Md. 2018) (quoting Tucker v. Specialized
Loan Servicing, LLC, 83 F.Supp.3d 635, 655 (D.Md.
2015)). “To prevail in an action for breach of contract,
a plaintiff must prove that the defendant owed the
plaintiff a contractual obligation and that the
defendant breached that obligation.” Jaguar Land Rover
N. Am., LLC v. Manhattan Imported Cars, Inc., 738
F.Supp.2d 640, 649 (D.Md. 2010) (citing Taylor v.
10
NationsBank, N.A., 365 Md. 166, 175 (2001)). Maryland
law requires that a plaintiff “alleging a breach of
contract ‘must of necessity allege with certainty and
definiteness’ facts showing a contractual obligation
owed by the defendant to the plaintiff and a breach of
that obligation by defendant.” Jaigobin v. U.S. Bank,
NA, No. 18-cv-1776-DKC, 2019 WL 4598000, at *7 (D.Md.
Sept. 23, 2019), aff’d, 797 F.App’x 776 (4th Cir. 2020)
(quoting RRC Northeast, LLC v. BAA Maryland, Inc., 412
Md. 638, 655 (2010)) (emphasis in original). . . .
“Maryland recognizes that every contract imposes
a duty of good faith and fair dealing in its
performance.” Doe v. Maryland, No. 20-cv-1227-ELH, 2021
WL 1174707, at *37 (D.Md. Mar. 29, 2021) (citing Food
Fair Stores, Inc. v. Blumberg, 234 Md. 521, 534 (1964)).
“However, Maryland courts have not explicitly recognized
a separate cause of action for breach of this duty.” Md.
Physician’s Edge, LLC v. Behram, No. 17-cv-2756-DKC,
2019 WL 4573417, at *8 (D.Md. Sept. 20, 2019) (quoting
Abt Associates, Inc. v. JHPIEGO Corp., 104 F.Supp.2d
523, 534 (D.Md. 2000)). “A breach of the covenant of
good faith and fair dealing supports another cause of
action, such as breach of contract” and is thus “merely
part of an action for breach of contract.” Zos v. Wells
Fargo Bank, N.A., No. 16-cv-00466-GJH, 2017 WL 221787,
at *3 (D.Md. Jan. 18, 2017) (citing Mount Vernon v.
Branch, 170 Md.App. 457, 471-72 (2006)).
Gregory Packaging, Inc. v. Sodexo Operations, LLC, No. 24-cv-187DKC, 2024 WL 4335666, at *2-3 (D.Md. Sept. 26, 2024).
Plaintiff has not identified a contractual obligation that
Defendant breached.
Plaintiff herself concedes that “[n]othing in
the POSAs prohibited [Defendant] from requiring [Plaintiff] to
work more than 40 hours per week.”
(ECF No. 14, at 8).
Because
there is no separate cause of action for a breach of good faith
and fair dealing under Maryland law, Plaintiff has failed to state
a claim for breach of contract.
11
C. Count VIII: Unjust Enrichment
Plaintiff
alleges
that
Defendant
“had
a
contractual
and
equitable obligation” to pay Plaintiff for the work she completed
above the forty hours set out in the POSAs.
Plaintiff “conferred
benefits upon Defendant by working hours in excess of her maximum
contract hours pursuant to the POSAS—at Defendant’s direction—and
performing work pursuant to other employees’ and contractors’ job
descriptions, on Defendant’s behalf.”
Additionally, Defendant had
“an appreciation or knowledge” of these benefits.
(ECF No. 1 ¶¶
159-163).
Defendant argues that Plaintiff has not stated a claim for
unjust enrichment because Plaintiff and Defendant had multiple
valid contracts, and Plaintiff has a statutory remedy.
(ECF No.
10, at 8-9).
Plaintiff argues that although she has alleged there was a
valid contract, she is permitted to plead unjust enrichment as an
alternative pleading under Fed. R. Civ. P. 8(a)(3) in the event
the contract is not enforceable, or the statutes are inapplicable.
(ECF No. 14, at 9-11).
Defendant contends that in order to plead in the alternative
for unjust enrichment, a plaintiff must plead fraud or bad faith
in the formation of the contract.
(ECF No. 15, at 3-4).
To plead unjust enrichment, a plaintiff must show 1) a benefit
conferred upon the defendant by the plaintiff; 2) knowledge by the
12
defendant of the benefit; and 3) the acceptance by the defendant
“of the benefit under such circumstances as to make it inequitable
for the defendant to retain the benefit without the payment of its
value.”
Hill v. Cross Country Settlements, LLC, 402 Md. 281, 295
(2007).
“[G]enerally, quasi-contract claims such as . . . unjust
enrichment cannot be asserted when an express contract defining
the rights and remedies of the parties exists.”
SciRegs Int’l,
Inc. v. Identi Pharms., LLC, No. 21-cv-2270-DLB, 2022 WL 2116855
(D.Md. June 13, 2022) (quoting Cnty. Comm’rs of Caroline Cnty. v.
J. Roland Dashiell & Sons, Inc., 747 A.2d 600, 609 (Md. 2000)).
“But the Maryland courts also provide several exceptions, one of
which [] allow[s] restitution for unjust enrichment ‘when the
express contract does not fully address a subject matter.’”
Martz
v. Day Dev. Co., L.C., 35 F.4th 220 (4th Cir. 2022) (quoting Janusz
v. Gilliam, 404 Md. 524, 947 A.2d 560, 567–68 (2008)).
Plaintiff has alleged a benefit she conferred on Defendant,
the work she performed in excess of forty hours a week.
She has
also alleged that Defendant had knowledge of this benefit because
she raised the issue with multiple supervisors over the years.
Lastly, she has alleged that Defendant accepted the benefit by
continuing to accept the work she performed.
Although Plaintiff
has stated that there is an express contract between her and
Defendant, neither party has provided the contract, so it is
unclear if the contract fully addresses the overtime work issue.
13
While Plaintiff’s unjust enrichment claim is unlikely to succeed
if the contract covered all eventualities, at this early stage,
Plaintiff may plead unjust enrichment in the alternative.
D. Leave to Amend
Plaintiff requests leave to amend if the court dismisses Count
VII or VIII.
Plaintiff argues that there would be no unfair
prejudice to Defendant, the amendments would be made in good faith,
and they would not be futile.
(ECF No. 14, at 11-12).
opposes Plaintiff’s request for leave to amend.
Defendant
(ECF No. 15, at
4-5).
Federal Rule of Civil Procedure 15(a)(2) provides that when
a party wishes to amend its pleading, “[t]he court should freely
give leave when justice so requires.”
Under Local Rule 103.6,
however, “[w]henever a party files a motion requesting leave to
file an amended pleading, the original of the proposed amended
pleading shall accompany the motion.”
Appeals
for
the
Fourth
Circuit
The United States Court of
has
recognized
that
“where . . . the plaintiff fails to formally move to amend and
fails to provide the district court with any proposed amended
complaint or other indication of the amendments he wishes to make,
the district court [does] not abuse its discretion in denying a
motion to amend the complaint.”
Osei v. Univ. of Md. Univ. Coll.,
No. 15-cv-2502-DKC, 2018 WL 2117927, at *3 (D.Md. May 8, 2018)
(quoting Estrella v. Wells Fargo Bank, N.A., 497 Fed.Appx. 361,
14
362 (4th Cir. 2012) (internal quotation marks omitted)).
Plaintiff
failed to provide the court with her proposed amended complaint.
Accordingly, Plaintiff’s request to amend her complaint is denied
without prejudice.
IV.
Conclusion
For the foregoing reasons, Defendant’s motion to dismiss will
be granted in part and denied in part.
Plaintiff’s request to
amend the complaint will be denied without prejudice.
A separate
order will follow.
/s/
DEBORAH K. CHASANOW
United States District Judge
15
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