Gonzalez-Vazquez v. Metropolitan Bus Authority of Puerto Rico
OPINION AND ORDER denied 24 Motion to Dismiss 14 Amended Complaint. Signed by Judge Carmen C. Cerezo on 1/28/2019. (mld)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
WILLIAM GONZALEZ VAZQUEZ
METROPOLITAN BUS AUTHORITY
(“Autoridad Metropolitana de
Autobuses”), its successor in interest
AUTHORITY (“Autoridad de
OPINION AND ORDER
This employment discrimination case involves a former employee of
defendant Metropolitan Bus Authority of Puerto Rico (“MBA”). Plaintiff William
González Vázquez (“González Vázquez”) has a severe hiatal hernia that
required multiple hospitalizations. Shortly before his termination on October
28, 2015, the hernia became acute and he requested reasonable
accommodations to receive treatment and for MBA to excuse his absences.
He claims MBA terminated and retaliated against him and failed to provide a
reasonable accommodation in violation of the American Disabilities Act (“ADA”)
and 1 L.P.R.A. § 505 (“Law 44”), Puerto Rico’s analogue to the ADA. He
claims that MBA violated the Family and Medical Leave Act (“FMLA”) by
denying his request for medical leave.
The complaint was initially filed solely against the MBA.
December 23, 2017, an Emergency Motion for Leave to File Amended
Complaint to Add Successor Employer-Defendant and for Issuance of New
Summons (d.e. 6) was filed to add Integrated Transportation Authority’s (“ATI”)
as defendant. ATI is a state instrumentality created by the Puerto Rico
Legislature in 2014 to consolidate several government corporations, one of
which is the MBA. See Commonwealth Law No. 123 of August 2014
González Vázquez’s Emergency Motion was granted on
January 26, 2018 (d.e. 13). González Vázquez only amends ¶ 5 to state that
“Defendant Metropolitan Bus Authority and its successor Integrated
Transportation Authority (both hereinafter together referenced as ‘MBA’,
‘defendant’ or ‘defendants’) is a public corporation and an employer, as
defined under the ADA with principal place of business in San Juan, Puerto
Rico.” (Emphasis added).
Authority’s (“ATI”) Motion to Dismiss Amended Complaint (d.e. 24) filed on
April 2, 2018. ATI argues that plaintiff fails to state a claim of successor liability
upon which relief may be granted under Fed. R. Civ. P. 12(b)(6). ATI states in
its “Conclusion” that “there are no allegations of facts whatsoever in the
Amended Complaint against ATI that specifically establish a legal connection
with MBA as a ‘successor in interest’. The Amended Complaint, however,
states at paragraph (5) that ATI is the successor of Metropolitan Bus Authority,
but nothing more.
González Vázquez filed an Opposition (d.e. 27) on April 30, 2018,
arguing that the change to paragraph 5 of his Amended Complaint serves to
repeat all the allegations made against the MBA to ATI. See d.e. 24, ¶ 7. He
further posits that pleading additional facts of how ATI became MBA’s
successor for purposes of his causes of actions is not necessary considering
that the state instrumentality assumed MBA’s duties and obligations “[b]y
operation of law [i.e. by statute], not of fact . . .” See id. at ¶ 18; see also
¶¶ 15, 17. González Vázquez refers to his Emergency Motion (d.e. 6) where
he “set forth the legal theories to establish the ‘legal relationship’ between the
MBA and the ATI as one of a ‘successorship in interest.’” See id. at ¶ 16.
Having considered ATI’s Motion and plaintiff’s Opposition, the Motion to
Dismiss Amended Complaint (d.e. 6) is DENIED.
Motion to Dismiss under Fed. R. Civ. P. 12(b)(6)
“When ruling on a Rule 12(b)(6) motion to dismiss, a district court is
generally limited to considering ‘facts and documents that are part of or
incorporated into the complaint.’ These limitations, however, are not absolute.
A district court may also consider ‘documents incorporated by reference in [the
complaint], matters of public record, and other matters susceptible to judicial
Giragosian v. Ryan, 547 F.3d 59, 65 (1st Cir. 2008) (citing
Trans-Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315, 321
(1st Cir. 2008) and In re Colonial Mortgage Bankers Corp., 324 F.3d 12, 20
(1st Cir. 2003)). “It is well established that a district court may rely on matters
of public record, including prior filings in an action, in deciding motions to
dismiss under  Rule 12(b)(6) . . .” Voltaire v. Westchester Cty. Dep't of
Soc. Servs., No. 11-CV-8876 (CS), 2016 WL 4540837, at *3 (S.D.N.Y. Aug. 29,
2016). “It is [also] well established that district courts may take judicial notice
of state law . . .” United States v. Davila-Nieves, 670 F.3d 1, 7 (1st Cir. 2012)
(citing Getty Petroleum Mktg., Inc. v. Capital Terminal Co., 391 F.3d 312, 320
(1st Cir. 2004)).
In ruling on ATI’s motion, we consider González Vázquez’s Emergency
Motion (d.e. 6) and take judicial notice of Law 123.
Successor Liability for FMLA and ADA Claims
FLSA cases . . . have forged a federal common law successorship doctrine
based on principles developed in other employment contexts.” Guarcas v.
Gourmet Heaven, LLC, No. CV 15-056ML, 2016 WL 7632844, at *5
No. 1:15-CV-00056-ML-PAS, 2017 WL 127868 (D.R.I. Jan. 3, 2017) (referring
to Steinbach v. Hubbard, 51 F.3d 843, 845 (9th Cir. 1995). “Turning to the
elements of the federal common law test, the cases generally deploy a
three-prong approach that considers (1) whether the [successor] is a bona fide
successor; (2) whether the [successor] had notice of the potential liability; and
(3) the extent to which the predecessor can provide adequate relief directly.”
Guarcas, 2016 WL 7632844, at *6. “Whether an employer qualifies as a bona
fide successor will hinge principally on the degree of  continuity between the
successor and predecessor.” Id. (citing Valdez v. Celerity Logistics, Inc.,
999 F. Supp. 2d 936, 940 (N.D. Tex. 2014)).
Another district court within this circuit recently concluded that the
aforementioned federal common law standard of successor liability applies to
Title VII cases.
See Kratz v. Richard J. Boudreau & Assocs., LLC,
No. 15-CV-232-SM, 2017 WL 3614434, at *4 (D.N.H. Aug. 22, 2017) (citing
Teed v. Thomas & Betts Power Sols., L.L.C., 711 F.3d 763, 764 (7th Cir. 2013)
in stating “[w]hile our court of appeals (First Circuit) has not directly considered
the issue, other circuits addressing successor liability in the Title VII
employment context have applied ‘a federal common law standard of
successor liability . . .’”). And district courts that have addressed successor
liability in ADA cases have turned to the elements of successor liability for
Title VII claims because the ADA incorporates the powers, remedies, and
procedures of said title at 42 U.S.C. § 12117(a). See e.g., Abdel-Khalek v.
Ernst & Young, L.L.P, 1999 WL 190790, *7; Equal Employment Opportunity
1273 (N.D. Ala. 2017); E.E.O.C. v. Rockwell Int'l Corp., 36 F. Supp. 2d 1056,
1057 (N.D. Ill. 1999).
We adopt the same federal common law standard to determine whether
González Vázquez has sufficiently plead causes of action under the FMLA and
the ADA against ATI as MBA’s successor.
The Emergency Motion (d.e. 6) attaches the Amended Complaint and an
English translation of Law 123 at docket entries 6-1 and 6-2, respectively. It
is evident that the Puerto Rico Legislature intended ATI to be a bona fide
successor of MBA when it passed Law 123.
The Law’s preamble indicates the Act is meant to “. . . authorize the
transfer of property and funds; appropriate funds; authorize the merger of the
Metropolitan Bus Authority and the Maritime Transport Authority of Puerto Rico
and the Islands Municipalities into the Authority; and for other purposes.”
The Law’s Statement of Motives explicitly mentions the MBA when
stating that “[t]his bill seeks to further the development of the public policy on
integrated mass transportation through the creation of an administrative
structure exclusively geared towards implementing such policy. Currently,
several public corporations under the Department of Transportation and Public
Works (the Highways and Transportation Authority, the Metropolitan Bus
Authority, the Maritime Transport Authority, and the Office of Driver’s
Services-Public Vehicles Regulation Office) are responsible for the
implementation of the Commonwealth’s policy on mass transportation.”
Commonwealth Law No. 123 of August 2014, § 17(d)(vi), at pp. 1-2 of d.e. 6-2.
Furthermore, it provides that “[t]he creation of this mass transportation agency
will serve as a spearhead for the integration of existing and future mass
transportation services in Puerto Rico as a means to provide mobility and
accessibility to residential areas, work, business, and other activities at the
downtown area of main cities with higher population. This single integrated
transportation agency must be founded on four pillars: Planning, Financing,
Operation and Innovation, and Development.” Id. at pp. 5.
The Short Title of Law 123 is the “Puerto Rico Integrated Transportation
Authority.” Id. at § 1, p. 6. The Authority is defined as “the Puerto Rico
Integrated Transportation Authority created under [the] Act,” while the
Metropolitan Bus Authority “means the Metropolitan Bus Authority created
under Act No. 5 of May 11, 1959 . . .” Id. at §§ 2(a),(c).
ATI was created “[i]n order to carry on with the government’s work of
providing the people with the best modes of transportation; uniformly
implementing the public policy on Mass Transportation, Rail Transport, and
Maritime Transport; facilitating the mobility of persons and students; reducing
to the maximum extent feasible any risks and inconveniences posed by traffic
congestion in the highways of the Commonwealth of Puerto Rico; meeting the
growing demand for more and better transportation facilities that Puerto Rico’s
implementation of the Transportation Plan defined in this Act; and promoting
the development of areas surrounding train stations, bus terminals, and
intermodal or multimodal stations, a body corporate and politic is hereby
created as a public corporation and government instrumentality of the
Commonwealth of Puerto Rico attached to the Department of Transportation
and Public Works, with legal standing and juridical personality separate and
independent from those of the Commonwealth of Puerto Rico, to be known as
the Puerto Rico Integrated Transportation Authority (hereinafter the
‘Authority’).” See id. at § 3.
Law 123 states that the powers of ATI entail that “(a) [t]he Authority shall
be empowered to develop and improve, own, contract, acquire, operate and
manage any type of Mass Transportation, Rail Transport, and Maritime
Transport Facility, as well as any Mass Transportation, Rail Transport, and
Maritime Transport service between any points within the jurisdiction of the
Commonwealth of Puerto Rico. The Authority may exercise any necessary or
inherent powers to carry out its corporate purposes, including, but not limited
to: (1) Have perpetual succession as a corporation; . . . (17) Build, restore,
repair, preserve, replace, extend, improve, renovate, supply, equip, maintain,
plan, and operate any Mass Transportation, Rail Transport, and Maritime
Transport Facility and any adjacent structure and equipment by contract or
contracts or led or represented by its own officials, agents, and employees, or
through them; provided that, it shall also have such power within any Zone of
Influence or Special Development District, in relation to any structure or
building whether for residential, commercial, tourist, mixed or industrial use or
any other public or private use allowed within the Zone of Influence or Special
Development District; (19) . . . For those fiscal years in which the Authority
receives legislative appropriations from the General Fund, the Authority shall
be subject to the budget oversight, control, and execution measures authorized
under Act No. 147 of June 18, 1980, as amended, known as the ‘Organic Act
of the Office of Management and Budget’ or issued thereunder by the Office
of Management and Budget, including transfers, freezes, reserves, preapproval
of personnel transactions and hiring, among others; . . . (26) Appoint or hire
officials, agents, and employees and establish their powers and duties as
determined by the Authority and delegate the duties and powers
conferred by this Act to those persons designated by the Authority, fix
and pay the appropriate compensation; ... (29) Establish the requirements
for private or public operators and drivers of mass transportation
vehicles in accordance with the Federal Public Transportation Law, as
amended, 49 U.S.C. 5301, et seq., or any other applicable Law or
Regulations; (b) Without prejudice to the powers described above, the
Authority shall also have the same powers, duties, and authorities bestowed
on (i) the Metropolitan Bus Authority, pursuant to the provisions of Act No. 5 of
May 11, 1959, as amended; (ii) the Maritime Transport Authority pursuant to
the provisions of Act No. 1-2000, as amended; and (iii) the Highways and
Transportation Authority in connection with Mass Transportation and Rail
Transport Facilities, pursuant to the provisions of Act No. 74 of June 23, 1965,
as amended.” Id. at § 5 (emphasis added).
Section 17(d) of Law 123 provides that: “the Metropolitan Bus
Authority and the Maritime Transport Authority are hereby merged into
the Authority . . . The Executive Director of the Authority, the Secretary,
the President of the Metropolitan Bus Authority, and the Executive
Director of the Maritime Transport Authority are hereby empowered to
adopt any measures and carry out any transactions as are necessary to
ensure that the consent or approval of third parties, which is needed for
implementing the merger of the Metropolitan Bus Authority and the
Maritime Transport Authority into the Authority is obtained” Id. It also
states that “. . . the separate juridical personality of the Metropolitan Bus
Authority or the Maritime Transport Authority (as the case may be), and
the Metropolitan Bus Authority or the Maritime Transport Authority (as
the case may be) shall be merged into the Authority along with all the
rights, privileges, authorities, and franchises, both public and private,
and subject to all the restrictions, inabilities, and duties of the
Metropolitan Bus Authority or the Maritime Transport Authority . . .; ii. All
the rights, funds, appropriations, privileges, powers, and franchises of
the Metropolitan Bus Authority or the Maritime Transport Authority (as
the case may be), and all the real and personal property, and the credits
of any kind in favor of the Metropolitan Bus Authority or the Maritime
Transport Authority (as the case may be), including rights or property that
may be claimed or owned by the Metropolitan Bus Authority or the
Maritime Transport Authority (as the case may be), shall be transferred
to the Authority; iii. All the property, rights, privileges, powers, and
franchises, and, without exceptions, any other interest shall consequently
be part of the assets of the Authority to the same extent as when they
were assets of the Metropolitan Bus Authority or the Maritime Transport
Authority, respectively; . . . vii. The Authority and all of its components
shall be required to close their fiscal year with a balanced budget. For
such purpose, any necessary fiscal adjustments may be made in
accordance with the sound public administration principles. Any
obligation incurred or negotiation conducted shall be consistent with the
fiscal reality of each component. Moreover, the labor unions and bona
fide associations of the components covered under this Act shall be
recognized.” Id. at § 17(d)(i), (ii), (iii), (vi). (emphasis added). It is evident that
ATI was meant to continue the business of the MBA.
González Vázquez states several times in his Emergency Motion (d.e. 6)
that ATI had notice of its potential liability. See d.e. 6 at ¶¶ 14, 15, and 18.
The language of Law 123 also sufficiently notified ATI of its potential liability to
a plaintiff such as González Vázquez. By its ter ms, the statute indicates that:
“Any debt, obligation, and duty of the Metropolitan Bus Authority . . . shall
become hereinafter the debts, obligations, and duties of the Authority and may
be claimed as if such debts, obligations, and duties were incurred by the
Authority.” Commonwealth Law No. 123 of August 2014, § 17(d)(vi), at p. 43
of d.e. 6-2.
As already indicated, Law 123 provides for the MBA’s judicial personality
to be merged with ATI. See d.e. 6-2 at § 17(d)(i). This would make González
Vázquez’s ability to recover from MBA rather difficult. By its terms, Law 123
therefore favors successor liability. See Guarcas, 2016 WL 7632844, at *8
(citing Teed v. Thomas & Betts Power Solutions, 711 F.3d 763, 766
(7th Cir. 2013) in stating that “[t]he predecessor’s inability to provide relief
favors successor liability, as without it the plaintiff’s claim is worthless . . .”).
Accordingly, having considered González Vázquez’s Emergency Motion,
which attaches Law 123, we find that he has sufficiently plead that ATI is
For the foregoing reasons, ATI’s Motion to Dismiss Amended Complaint
(d.e. 24) is DENIED.
At San Juan, Puerto Rico, on January 28, 2019.
S/CARMEN CONSUELO CEREZO
United States District Judge
Having found that González Vázquez has sufficiently plead a cause of action under
the ADA against ATI as MBA’s successor, we also find he has sufficiently plead a cause of action
under Law 44.
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