Lelio v. Marsh USA, Inc.

Filing 23

Judge Mark L. Wolf: ORDER entered. MEMORANDUM AND ORDER. (Bartlett, Timothy)

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

JASON E. LELIO,

Plaintiff,

v.

Civ. No. 15-10335-MLW

MARSH USA, INC.,

Defendant.

MEMORANDUM AND ORDER
WOLF, D.J.

September 29, 2015

Defendant Marsh USA Inc. 's ("Marsh's") Motion to Dismiss (the
"Motion") is being denied. Its attack on plaintiff Jason E. Lelio' s
breach of contract claim depends on Marsh's Compensation Guide.
However,

Lelio

Compensation
Complaint.

appears

Guide,

to

which

Therefore,

it

challenge
is
is

the

authenticity

not

expressly

not

permissible

of

the

in

the

consider

the

referenced
to

Compensation Guide in deciding the Motion. See Watterson v. Page,
987 F.2d 1, 3-4 (1st Cir. 1993); Beddall v. State Street Bank and
Trust Co., 137 F.3d 12, 17

(1st Cir. 1998).

Moreover, it appears

that after the Magistrate Judge denied Marsh's Motion to Seal the
Compensation Guide,
on

it

because

it

see Docket No. 20, Marsh decided not to rely
is

not

in

the

record.

If,

as

required,

the

Compensation Guide is not considered, Lelio has stated a plausible
breach of contract claim. See Bell Atantic Corp. v. Twombly, 550
U.S.

544,

559

(2007);

Brooks v. AIG SunAmerica Life Assur.

480 F.3d 579, 586 (1st Cir. 2007).

Co . ,

Lelio has also alleged a plausible claim of the breach of the
covenant of good faith and fair dealing to which every contract in
Massachusetts is subject. See Ayash v.
822 N.E.2d 667, 683-84

Dana-Farber Cancer Inst.,

(Mass. 2005).

With regard to Lelio's claimed violation of the Massachusetts
Wage

Act,

M.G.L.

c.

149

"wages." See Weems v.
2009).

§148,

discretionary

Citigroup,

Inc.,

bonuses

900 N.E.2d 89,

are
94

not

(Mass.

However, it is the essence of Lelio's allegations that he

had a contractual right to $60,000 as earned compensation income
for

2013,

and,

therefore,

discretionary bonus.

the

amount

Discovery will

be

in

dispute

was

not

a

necessary to permit a

decision, on a motion for summary judgment or at trial, concerning
whether the alleged bonus was discretionary or depended on some
unfulfilled contingency. See Weiss v. DHL Exp., Inc., 718 F.3d 39,
47-48 (1st Cir. 2013).
If Lelio has
quantum meruit

and

a meritorious
promissory

breach of

estoppel

Santangelo v. New York Life Ins. Co.,
2015)

contract

claims

claim,

will

7835 F.3d 65,

72

his

fail.

See

(1st Cir.

("A plaintiff is not entitled to recovery on a theory of

quantum meruit where there is a valid contract that defines the
obligations of the parties."

(internal quotation marks omitted);

Dixon v. Wells Fargo Bank, N.A., 798 F. Supp. 2d 336, 357(0. Mass.
2011)

(" Promissory estoppel,

as
2

an

al ternati ve

to

a

breach of

contract claim, undeniably falls within the purview of traditional
state

law. ").

However,

Federal

Rule

of

Civil

Procedure

8(d)

expressly permits pleading claims to the plea in the alternative.
See also Limone v. United States, 579 F. 3d 79, 93 (1st Cir. 2009).
Lelio has pled promissory estoppel and quantum meruit claims on
which he could plausibly recover if his breach of contract claim
is

not

valid.

(D.Mass.2010)
recovery are:

See

Backman v.

Smirnov,

751

F.Supp.2d

304,

314

("In Massachusetts, the elements of a quantum meruit
(1)

the plaintiff conferred a

upon the defendants;

reasonable benefit

(2) defendants accepted the services with the

reasonable expectation of compensating the plaintiff; and (3) the
plaintiff provided the services with the reasonable expectation of
receiving compensation. ") ; Wilson v. HSBC Mortg. Svcs., Inc., 744
F.3d 1,

14

(1st Cir.

2014)

("A plaintiff must allege and prove

'(1) a representation intended to induce reliance on the part of
a person to whom the representation is made;

(2) an act or omission

by that person in reasonable reliance on the representation; and
(3) detriment as a consequence of the act or omission. '").
In view of the foregoing, it is hereby ORDERED that:
1.

Defendant's Motion to Dismiss (Docket No.7) is DENIED;

2.

This

case

is

REFERRED

to

the

Magistrate

Judge

for

pretrial purposes or, if the parties consent, for all purposes.

C-t.A c::v..-u.. ~. ~~

UNITED S~TES DISTRICT JUDGE
3

U