Krishnan v. Blueprint Healthcare LLC

SANJAY KRISHNAN, Plaintiff, v. BLUEPRINT HEALTHCARE LLC, AKINDELE MAJEKODUNMI, Defendants.

No. 19-cv-11708-DJC

United States District Court, D. Massachusetts

September 17, 2021

MEMORANDUM AND ORDER

Denise J. Casper, United States District Judge

I. Introduction Plaintiff Sanjay Krishnan (“Krishnan”) has filed this lawsuit against his former employer, Defendant Blueprint Healthcare LLC (“Blueprint”) and its manager, Akindele Majekodunmi (“Majekodunmi”) (collectively “Defendants”) alleging violations of state wage and hours laws. D. 24. Krishnan has moved for partial summary judgment as to Defendants' counterclaims, D. 44, and Defendants have moved for summary judgment as to all of Krishnan's claims and its counterclaims. D. 47. Defendants also filed a motion regarding choice of law, D 57, which the Court ALLOWS. For the reasons stated below, the Court ALLOWS Krishnan's motion for partial summary judgment, D. 44, and DENIES in part and ALLOWS in part Defendants' motion for summary judgment, D. 47.

II. Standard of Review

The Court grants summary judgment where there is no genuine dispute as to any material fact and the undisputed facts demonstrate that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(a). “A fact is material if it carries with it the potential to affect the outcome of the suit under applicable law.” Santiago-Ramos v. Centennial P.R. Wireless Corp., 217 F.3d 46, 52 (1st Cir. 2000). The movant bears the burden of demonstrating the absence of a genuine issue of material fact. Carmona v. Toledo, 215 F.3d 124, 132 (1st Cir. 2000); see Celotex v. Catrett, 477 U.S. 317, 323 (1986). If the movant meets its burden, the non-moving party may not rest on the allegations or denials in its pleadings Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256 (1986), but must come forward with specific admissible facts showing that there is a genuine issue for trial. Borges ex rel. S.M.B.W. v. Serrano-Isern, 605 F.3d 1, 5 (1st Cir. 2010). The Court “view[s] the record in the light most favorable to the nonmovant, drawing reasonable inferences in his favor.” Noonan v. Staples Inc., 556 F.3d 20, 25 (1st Cir. 2009).

III. Factual Background

Unless otherwise noted, the following facts are undisputed. Majekodunmi is an owner of Blueprint, a limited liability healthcare company in Massachusetts. D. 46 ¶¶ 1, 3; D. 51 ¶¶ 1, 3; D. 54 ¶¶ 1, 3; D. 60 ¶¶ 1, 3. Blueprint hired Krishnan, a medical doctor, to provide services at its New Hampshire facilities around October 1, 2018. D. 46 ¶ 4; D. 51 ¶ 4; D. 54 ¶ 4; D. 60 ¶ 4. Krishnan and Blueprint executed an Employment Agreement (the “Agreement”) on September 23, 2020, which Majekodunmi signed on behalf of Blueprint. D. 46 ¶ 5; D. 51 ¶ 5; D. 54 ¶ 5; D. 60 ¶ 5. During Krishnan's employment, which terminated on May 24, 2019, D. 46 ¶ 4; D. 51 ¶ 4, D. 54 ¶ 4; D. 60 ¶ 4, Krishnan took at least one week of paid time off, D. 46 ¶ 13; D. 51 ¶ 13; D. 54 ¶ 13; D. 60 ¶ 13. The parties dispute how much paid time off Krishnan was entitled to, D. 46 ¶¶ 8-9; D. 51 ¶¶ 8-9; D. 54 ¶¶ 8-9; D. 60 ¶¶ 8-9, and whether Blueprint failed to pay Krishnan his accrued and unused paid time off (“PTO”) on the date of his termination or thereafter, D. 46 ¶ 14; D. 51 ¶ 14; D. 54 ¶ 14; D. 60 ¶ 14. Krishnan also claims that Blueprint failed to pay him within six days of a pay period on multiple occasions. D. 46 ¶ 11; D. 51 ¶ 11; D. 54 ¶ 11; D. 60 ¶ 11.

Blueprint engaged Genesis Eldercare Physician Services LLC (“Genesis”) and Doctors' Management Service Inc. (“DMS”) to collect insurance and patient payments associated with services performed by Blueprint's providers, including Krishnan. D. 46 ¶¶ 15, 18; D. 51 ¶¶ 15, 18; D. 54 ¶¶ 15, 18; D. 60 ¶¶ 15, 18. Krishnan contends that Blueprint received a total of at least $126, 038.25 in fees from Genesis. D. 46 ¶ 16; D. 54 ¶ 16. Blueprint denies whether the amount reported by Genesis comports with the actual amount received during Krishnan's employment. D. 51 ¶ 16; D. 60 ¶ 16. Krishnan also contends that Blueprint received approximately $89, 838.14 in fees from DMS related to services Krishan performed while employed with Blueprint. D. 46 ¶ 19; D. 54 ¶ 19. Blueprint denies whether the amount reported by DNS comports with the actual amount received during Krishnan's employment as well. D. 51 ¶ 19; D. 60 ¶ 19.

The Agreement between Krishnan and Blueprint states, in relevant part, that:

[Blueprint] or [Blueprint's] designated billing company or other entity shall be entitled to bill and collect for Services rendered by [Krishnan] pursuant to this Agreement free and clear of any claim by [Krishnan]. [Krishnan] agrees to do everything required to assist in the billing and collection of fees for [Krishnan's] Services. [Krishnan] assigns all rights to those fees to [Blueprint] and [Krishnan] at a 60% distribution to [Krishnan] and the remainder to [Blueprint].

D. 46 ¶ 7; D. 51 ¶ 7; D. 54 ¶ 7; D. 60 ¶ 7; D. 46-4 at 3.

It also states, as pertains to service compensation, that “[i]n consideration for assigning Professional's professional fees to Company and in consideration for the Services, the Professional shall be paid the amounts stated in Addendum 1.” D. 46-4 at 3. The Agreement furthers that:

The amount of $150, 000 which Professional shall be eligible to receive for Professionals PRN services on behalf of the Company has been predetermined and mutually agreed upon by Company and Professional. This base compensation is a guaranteed performance base and shall be reevaluated every quarter and renewed where in Professional is able to maintain predetermined profit metrics.

Id. at 10.

Krishnan contends that Blueprint did not tender him 60 percent of the foregoing fees, as he alleges was required by the Employment Agreement. D. 46 ¶ 20; D. 54 ¶ 20. Blueprint alleges that Krishnan opted for a secure salary rather than having paid wages based upon a percentage of his fees. D. 51 ¶ 20; D. 60 ¶ 20. Krishnan claims that by failing to pay him his earned wages and passing on business expenses to him, Defendants failed to pay him the full amount of his earned wages when the same became due and payable, in violation of the Weekly Payment of Wages Act, Mass. Gen. L. c. 149 §§ 148, 150 (Count I), D. 24 ¶¶ 33-35, and alternatively, claims Defendants' actions violated the New Hampshire Payment of Wages Act, N.H. R.S.A. § 275:43 (Count II), Id. ¶¶ 36-46. Krishnan additionally claims that Defendants are in breach of contract (Count III), in breach of the covenant of good faith and fair dealing (Count IV) and were unjustly enriched (Count V). Id. ¶¶ 47-60. Defendants have asserted counterclaims against Krishnan for defamation (Counterclaim I) and tortious interference with a contract (Counterclaim II). D. 26 at 9-10. They further allege that Krishnan is in violation of the Trade Secret Violation RSA 350:B (Counterclaim III) and in breach of contract (Counterclaim V). Id. at 10-11. They seek a temporary restraining order against Krishnan, thereby prohibiting Krishnan from contacting their customers or clients or providing healthcare services to their customers or clients (Counterclaim IV). Id. at 11-13.

IV. Procedural History

Krishnan instituted this action on June 12, 2019 in Essex Superior Court. D. 1. Defendants removed the action to this Court. Id. Krishnan filed an amended complaint, D. 24, and in its answer to same, Defendants filed counterclaims, D. 26. Krishnan has moved for partial summary judgment as to liability on Count I (MA Wage Act claim), or in the alternative, on Count II (NH Wage Act claim) and also moves for summary judgment on Defendants' counterclaims. D. 44. Defendants have moved for summary judgment as to both Krishnan's claims and its counterclaims. D. 47. The Court heard the parties on the pending motions and took these matters under advisement. D. 65.

V. Discussion

A. Choice of Law

As an initial matter, the parties dispute whether Massachusetts law governs the claims here (as Krishnan asserts) or if New Hampshire law does (as Defendants contend). In a diversity action, the choice-of-law rules that apply are those of the forum state, in this case, Massachusetts. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941). Massachusetts applies a “functional choice of law approach, ” by which courts consider the following factors: “(a) the needs of the interstate and international systems, (b) the relevant policies of the forum, (c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue, (d) the protection of justified expectations, (e) the basic policies underlying the particular field of law, (f) certainty, predictability and uniformity of result, and (g) ease in the determination and application of the law to be applied.” Bushkin Assocs. v. Raytheon Co., 393 Mass. 622, 632 (1985) (quoting Restatement (Second) of Conflict of Laws, § 6(2)). As a general rule, Massachusetts courts will give effect to a contractual choice-of-law clause. See Morris v. Watsco, Inc., 385 Mass. 672, 674 (1982) (explaining that “Massachusetts law has recognized, within reason, the right of the parties to a transaction to select the law governing their relationship”).

Here the Agreement includes a provision that provides “[t]he law of the state(s) in which Facilities are located shall govern the rights and obligations under this Agreement.” D. 54-4 at 7. The Agreement defines “facilities” as “short-term and long-term acute care hospitals, skilled nursing facilities, nursing homes, assisted living facilities, adult care homes, hospices and other related settings.” Id. at 11. Defendants argue that Krishnan, a New Hampshire resident, serviced a Blueprint facility in New Hampshire, and...