Macsherry v. Sparrows Point, LLC

JOHN H. MACSHERRY, JR., Plaintiff, v. SPARROWS POINT, LLC, et al., Defendants.

Civil No. ELH-15-00022

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

October 23, 2015

MEMORANDUM OPINION

John H. Macsherry, Jr., plaintiff, filed suit against defendants Sparrows Point, LLC ("Sparrows"); Commercial Development Co., Inc. ("CDC"), the sole owner/member of Sparrows; and Michael Roberts, President of Sparrows, seeking to recover a commission of $825,000 in connection with the sale of commercial real property. See ECF 2.¹ In particular, plaintiff alleged claims for violation of the Maryland Wage Payment & Collection Law (the "MWPCL" or "Wage Act"), Md. Code (2008 Repl. Vol., 2014 Supp.), §§ 3-501 et seq. of the Labor & Employment Article ("L.E."), as well as breach of contract, promissory estoppel/detrimental reliance, and quantum meruit.

The defendants moved to dismiss, asserting various contentions. See ECF 9; ECF 9-1. In sum, they argued that the alleged contract is not a contract, ECF 9-1 at 10-11, 19; that defendants never promised Macsherry the commission in issue, id. at 16; that Macsherry conferred no benefit on defendants warranting the commission, id. at 18; and that, even if a contract exists, asalleged, it did not entitle Macsherry to the requested commission. Id. at 10-15, 19. Further, defendants argued that Macsherry failed to allege facts sufficient to support his claims that CDC and Roberts were employers within the meaning of the Wage Act or parties to the alleged contract. Id. at 7-10, 15-16.

By Order entered May 21, 2015 (ECF 19), I denied the motion (ECF 9) with respect to Sparrows and CDC. However, I granted the motion with respect to Roberts, without prejudice, and with leave to amend the complaint. Id.

Thereafter, in July 2015, plaintiff filed a "First Amended Complaint ("Amended Complaint," ECF 26), to which he attached two exhibits. Both Sparrows and CDC responded by Answer. ECF 28. But, Roberts again moved to dismiss, pursuant to Fed. R. Civ. P. 12(b)(6) ("Motion," ECF 29), supported by a memorandum (ECF 29-1) (collectively, the "Motion"). In essence, Roberts alleges that the Amended Complaint does not cure the fatal flaws that existed as to him in the original complaint. Plaintiff opposes the Motion ("Opposition," ECF 33) and Roberts has replied ("Reply," ECF 34).

No hearing is necessary to resolve the Motion. See Local Rule 105.6. For the reasons stated below, I shall grant the Motion in part and deny it in part.

I. Factual Background

Plaintiff alleges that he was jointly employed by Sparrows and CDC as Vice president of Leasing and Development, and was paid by Sparrows. ECF 26 ¶¶ 1, 7. Macsherry avers that Roberts is President and Managing Member of Sparrows, as well as Principal, President, and co-owner of CDC. ECF 26 ¶¶ 1, 6.

Macsherry claims that, in his work for defendants, he (Macsherry) was responsible for the marketing and brokerage efforts for a property located at the Sparrows Point Peninsula (the "Property") in Baltimore County. Id. ¶ 1. He also avers that he "entered into an employment contract with Defendants" by which he was promised, among other things, a salary as well as a commission upon sale or lease of the Property and other properties. Id. According to plaintiff, "a very lucrative sale of the Property" occurred, but "Defendants have failed and refused to pay" plaintiff the commission due and owing, in the amount of $825,000. ECF 26 ¶ 1.

Plaintiff asserts that "Defendants were Plaintiff's 'employer' for purposes of the MWPCL." ECF 26 ¶ 8. Plaintiff attached to his Amended Complaint as Exhibit 1 (ECF 26-2) a document that he contends constitutes his contract of employment.² It identified plaintiff's position as "Vice President of Leasing and Development - Sparrows LLC," with a start date of December 10, 2012. Plaintiff signed the document under the handwritten word "Accepted." ECF 26-2. The document describes Macsherry's responsibilities, as well as his promised wages and commissions. ECF 26-2; see also ECF 26 ¶¶ 13, 14.

Macsherry asserts: "Defendants informed [him] that Defendant Roberts would execute the Contract." ECF 26 ¶ 12. However, Macsherry claims that he was never provided with an executed copy, despite his repeated requests. Id. In any event, there is no reference to Roberts in any of the text contained in ECF 26-2. But, the document (ECF 26-2) contains a number of edits, which plaintiff avers were made by Robert Schoelch, CDC's Vice President. ECF 26 ¶ 12. According to plaintiff, he "reported" to Schoelch until Schoelch left the company in April 2014. ECF 26 ¶ 7.

As to Roberts, the Amended Complaint alleges, ECF 26 ¶ 8: "Defendant Roberts was Plaintiff's employer by virtue of his leadership role with each entity and his direction and control over employment decisions, including the payment of wages to Plaintiff generally and the payment of the commission at issue in this matter specifically." Macsherry points out, for example, that Rebecca Lydon, who "was in charge of Human Resources for each entity," directed him to Roberts "with questions regarding his wages and the commission at issue here." Id. Plaintiff also alleges: "Roberts is the individual who hired Plaintiff, upon information and belief, signed the contract governing Plaintiff's employment, made the decision to terminate Plaintiff's employment, and generally supervised and controlled all employees including Plaintiff." Id. ¶ 8. Moreover, plaintiff adds: "Defendant Roberts admitted that Plaintiff is owed a commission but has refused to pay same." Id. 8; see also id. ¶ 20.

On or about December 14, 2013, Sparrows entered into a Purchase & Sale Agreement for the Property, in the amount of $110,000,000. ECF 26 ¶ 17. The sale closed in mid-September 2014. Id. ¶ 18. And, on September 12, 2014, Sparrows' Chief Operating Officer, Lydon, informed plaintiff, in correspondence that appears to have been sent by letter and email, that he "'will no longer be employed by Sparrows Point LLC as of the date of closing.'" Id. ¶ 19.

Plaintiff attached to his Amended Complaint, as Exhibit 2 (ECF 26-3), Ms. Lydon's correspondence of September 12, 2014, terminating his employment. It is written on Sparrows' letterhead. Id. Ms. Lydon stated, in part: "As you are aware, the Sparrows Point site is under contract with the sale expected to close soon. If the sale is completed, please be advised that you will no longer be employed by Sparrows Point LLC as of the date of closing." ECF 26-3.

Additional facts are included in the discussion.

II. Standard of Review

Roberts's Motion is predicated on Fed. R. Civ. P. 12(b)(6). A defendant may test the legal sufficiency of a complaint by way of a motion to dismiss under Rule 12(b)(6). McBurney v. Cuccinelli, 616 F.3d 393, 408 (4th Cir. 2010); Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). A Rule 12(b)(6) motion constitutes an assertion by a defendant that, even if the facts alleged by a plaintiff are true, the complaint fails as a matter of law "to state a claim upon which relief can be granted." In reviewing a Rule 12(b)(6) motion, a court "'must accept as true all of the factual allegations contained in the complaint,'" and must "'draw all reasonable inferences [from those facts] in favor of the plaintiff.'" E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted); see Houck v. Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir. 2015); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th Cir.), cert. denied, — U.S. —, 132 S. Ct. 402 (2011); Monroe v. City of Charlottesville, 579 F.3d 380, 385-86 (4th Cir. 2009), cert. denied, 559 U.S. 991 (2010).

Whether a complaint states a claim for relief is assessed by reference to the pleading requirements of Fed. R. Civ. P. 8(a)(2). It provides that a complaint must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." The purpose of the rule is to provide the defendant with "fair notice" of the claim and the "grounds" for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007). However, a plaintiff need not include "detailed factual allegations" in order to satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555. Moreover, federal pleading rules "do not countenance dismissal of a complaint for imperfect statement of the legal theory supporting the claim asserted." Johnson v. City of Shelby, — U.S. —, 135 S. Ct. 346, 346 (2014) (per curiam).

To satisfy the minimal requirements of Rule 8(a)(2), the complaint must set forth "enough factual matter (taken as true) to suggest" a cognizable cause of action, "even if . . . [the] actual proof of those facts is improbable and . . . recovery is very remote and unlikely." Twombly, 550 U.S. at 556 (internal quotations omitted). In other words, the complaint must contain facts sufficient to "state a claim to relief that is plausible on its face." Id. at 570; see Ashcroft v. Iqbal, 556 U.S. 662, 684 (2009); Epps v. JP Morgan Chase Bank, N.A., 675 F.3d 315, 320 (4th Cir. 2012); Simmons v. United Mortg. & Loan Inv., LLC, 634 F.3d 754, 768 (4th Cir. 2011). Rule 8(a)(2) demands more than bald accusations or mere speculation. Twombly, 550 U.S. at 555; see Painter's Mill Grille, LLC v. Brown, 716 F.3d 342, 350 (4th Cir. 2013). A complaint that provides no more than "labels and conclusions," or "a formulaic recitation of the elements of a cause of action," is insufficient. Twombly, 550 U.S. at 555.

"A court decides whether [the pleading] standard is met by separating the legal conclusions from the factual allegations, assuming the truth of only the factual allegations, and then determining whether those allegations allow the court to reasonably infer" that the plaintiff is entitled to the legal remedy sought. A Society Without A Name v. Virginia, 655 F.3d 342, 346 (4th Cir. 2011), cert. denied, — U.S. —, 132 S. Ct. 1960 (2012). The court is not required to accept legal conclusions drawn...