Fluxa et al v. Bancredito International Bank Corporation et al
Filing
64
OPINION AND ORDER granted 50 Motion for Reconsideration of 45 Court Order; granted 37 Motion for Summary Judgment. Signed by Judge Carmen C. Cerezo on 3/20/2018. (mld)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
VICTOR J. FLUXA, MARISOL P.
FLUXA, in their individual capacities and
as co-administrators of their conjugal
partnership
Plaintiffs
CIVIL 15-1000CCC
vs
BANCREDITO INTERNATIONAL BANK
CORPORATION, INSURANCE
AGENCY ABC, INC.
Defendants
OPINION AND ORDER
Defendant Bancrédito International Bank Corporation (hereafter
“Bancrédito”) moved for summary judgment on January 26, 2017 (d.e. 37).
The Court denied Bancrédito’s motion on April 11, 2017 (d.e. 45) because it
could not conclude, as a matter of law, that because plaintiff Víctor J. Fluxa
hereafter “Fluxa”) opted against the relation ordered to Puerto Rico, he
terminated at will his employment contact. However, in proceedings before
the Court on July 10, 2017, it acknowledged that in ruling on Bancrédito’s
motion for summary judgment, it did not address Bancrédito’s position that
Fluxa’s employment agreement is, as a matter of law, regulated by the laws
of the State of Florida, not by the laws of the Commonwealth of Puerto Rico.
CIVIL 15-1000CCC
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See d.e. 57.
Before the Court is now Bancrédito’s Motion for Declaratory Judgment
(d.e. 50) filed on June 19, 2017 pursuant to 28 U.S.C. §§ 2201 and 2202,
requesting that the Court declare that Fluxa’s employment contract is
regulated by the laws of the State of Florida and that plaintiffs Fluxa and his
wife Marisol P. Fluxa are not entitled to any relief under the laws of the
Commonwealth of Puerto Rico.
The Court notes that a motion for a
declaratory judgment is inconsistent with the Federal Rules of Civil Procedure.
Rather, a party must bring an action for a declaratory judgment. See Int'l
Bhd. of Teamsters v. E. Conference of Teamsters, 160 F.R.D. 452, 456
(S.D.N.Y. 1995) (construing a motion for declaratory relief as a motion for
summary judgment on an action for a declaratory judgment). The proper
vehicle for Bancrédito’s request would have been to file a motion to reconsider
denial of summary judgment. Having construed said Motion for Declaratory
Judgment as a Motion for Reconsideration of the Court’s April 11, 2017 order
denying defendant’s Motion for Summary Judgment (d.e. 45), and considered
those portions of defendant’s Motion for Summary Judgment (d.e. 37) and
Memorandum in Support Thereof (d.e. 38) which specifically address the
choice of law issue, Bancrédito’s Motion for Reconsideration is GRANTED.
Having found that Fluxa’s employment contract is regulated by the laws of
the State of Florida, the Court reconsiders Bancrédito’s Motion for Summary
Judgment (d.e. 37).
CIVIL 15-1000CCC
I.
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Legal Standard: Rule 56 Motion
Under Federal Rule of Civil Procedure 56, the Court may grant a movant’s
motion
for
summary
judgment
when
“the
pleadings,
answers
to
interrogatories, and admissions on file together with the affidavits, if any, show
that there is no genuine issue as to any material fact and that the moving party
is entitled to a judgment as a matter of law.” Fed. R. Civ. P. 56(c); see also
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.
2d 202 (1986); NASCO, Inc. v. Pub. Storage, Inc., 29 F.3d 28 (1st Cir. 1994).
A “material issue” is one that affects the outcome of the litigation; therefore, if
a factual issue is not relevant to the resolution of the controlling legal issues,
summary judgment should be granted.
Pignons S.A. de Mecanigne v.
Polaroid Corp., 657 F.2d 484 (1st Cir. 1981); Finn v. Consolidated Rail Corp.,
782 F.2d 13 (1st Cir. 1986); Molinos de Puerto Rico v. Sheridan Towing Co.,
62 F.R.D. 172 (D.P.R. 1973).
Once the party moving for summary judgement has established an
absence of material facts in dispute, and that he or she is entitled to judgement
as a matter of law, the “party opposing summary judgment must present
definite, competent evidence to rebut the motion.” Méndez-Laboy v. Abbott
Lab., 424 F.3d 35, 37 (1st Cir. 2005) (quoting Maldonado Denis v. Castillo
Rodríguez, 23 F.3d 576, 581 (1st Cir. 1994)).
“The nonmovant must
‘produce specific facts, in suitable evidentiary form’ sufficient to limn a trial
CIVIL 15-1000CCC
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worthy issue . . . Failure to do so allows the summary judgment engine to
operate at full throttle.” Id.; see also Kelly v. United States, 924 F.2d 355,
358 (1st Cir. 1991) (warning that the decision to sit idly by and allow the
summary judgment proponent to configure the record is likely to prove fraught
with consequence).
II.
Findings of Uncontested Material Facts
The following material facts are uncontested:
1. The Fluxas are and have been, at all relevant times, residents of the
State of Florida. d.e. 1. ¶ 2.
2. Fluxa was interviewed in the State of Florida by Transearch
International, an executive search company, which presented him
with a job offer as Bancrédito’s Vice President of Technology in the
State of Florida. d.e. 15-1, p. 26.
3. Fluxa accepted the job offer and the corresponding terms and
conditions of his employment with Bancrédito in the State of Florida.
Id.
4. Fluxa performed all his job duties in the State of Florida. d.e. 1,
¶¶ 13-14.
5. Fluxa’s employment contract is a “termination at will” agreement
which in its pertinent part provided: “[y]ou may resign your
employment, and BANCREDITO INTERNATIONAL BANK likewise
CIVIL 15-1000CCC
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may terminate your employment, at any time, for any reason, without
cause or notice. Any prior oral or written representations to the
contract are void, and our at will relationship may not be modified
except by a formal written employment contract signed by an officer
of BANCREDITO INTERNATIONAL BANK.” d.e. 37-2, p. 2.
6. Bancrédito requested Fluxa to relocate to Bancrédito’s offices in San
Juan, Puerto Rico by July 1, 2014 as a condition to maintain his
employment on two occasions.
7. Bancrédito first requested Fluxa to relocate to Puerto Rico during a
Board of Directors Meeting held in Miami, Florida on May 22, 2014.
d.e. 37-2, p. 14, ¶ 6.
8. Bancrédito again requested Fluxa to relocate to Puerto Rico during
a Board of Directors Meeting held in Miami, Florida on June 12, 2014.
Id.
9. Fluxa opted not to comply with either of Bancrédito’s requests and
did not relocate to defendant’s offices in San Juan, Puerto Rico by
July 1, 2014. Id.
III.
Conclusions of Law
Having considered the entirety of the record as required under Rule 56(c),
the Court finds there is no issue of material fact as to whether Fluxa voluntarily
terminated his employment contract with Bancrédito.
CIVIL 15-1000CCC
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Under Florida law, issues of contract law are evaluated under the lex loci
contractus rule, whereby the substantive obligations of contracts are
governed by the law of the place where the contract is made. See Trumpet
Vine Investments, N.V. v. Union Capital Partners I, Inc., 92 F.3d 1110, 1119
(11th Cir. 1996). Thus, under Florida law, “a contract is made where the last
act necessary to complete the contract is performed.” Id. (referring to Jemco,
Inc.
v.
United
Parcel
Serv.,
Inc.,
400
So.2d
499,
500–01
(Fla.Dist.Ct.App.1981), rev. denied, 412 So.2d 466 (Fla.1982)).
There is no doubt that Fluxa performed the last step to complete his
employment agreement in Florida. He accepted the position of Bancrédito’s
Vice President of Technology while present in the state of Florida upon
executing the at will contract as attested by his signature alongside that of
Bancrédito’s Chairman on January 20, 2013. d.e. 37-2, p. 2. Consequently,
the substantive obligations of his contract are regulated under Florida Law,
not the laws of the Commonwealth of Puerto Rico.
His employment
agreement explicitly stated “that the employment [Bancrédito] offers you is
terminable at will. This means that our employment relationship is voluntary
and based on mutual consent.” Id. By failing to report to Bancrédito’s offices
in San Juan, Puerto Rico by July 1, 2014, the Court finds there is no genuine
issue of material fact as to Mr. Fluxa’s voluntary termination of his employment
with Bancrédito.
CIVIL 15-1000CCC
IV.
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Conclusion
Because there is no real controversy regarding the material facts of the
case, and having granted Bancrédito’s Motion for Reconsideration (d.e. 50),
Bancrédito’s Motion for Summary Judgment (d.e. 37) is also GRANTED.
Judgment shall be entered accordingly.
SO ORDERED.
At San Juan, Puerto Rico, on March 20, 2018.
S/CARMEN CONSUELO CEREZO
United States District Judge
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