Miceli v. Wearable Health Sols.

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VINCENT S. MICELI, Plaintiff, v. WEARABLE HEALTH SOLUTIONS, INC., HARRYSEN MITTLER, PETER PIZZINO, Defendants.

CIVIL No. 3:23-CV-01294 (JCH)

United States District Court, D. Connecticut

October 7, 2024

RULING ON AMENDED MOTION TO DISMISS COMPLAINT (DOC. NO. 25)

Janet C. Hall, United States District Judge

I. INTRODUCTION

The plaintiff, Vincent S. Miceli (“Mr. Miceli”) brings this suit against Wearable Health Solutions, Inc. (“Wearable Health”), Harrysen Mittler (“Mr Mittler”), and Peter Pizzino (“Mr. Pizzino”). Mr. Miceli alleges that the defendants failed to pay wages owed to him pursuant to an employment contract. The First Count alleges breach of contract; the Second, Third, and Fourth Counts allege failure to pay wages pursuant to Sections 31-71c, 31-76k, and 31-71e of the General Statutes of Connecticut; and Count Five alleges tortious misrepresentation. Complaint (Doc. No. 1) (“Compl.”).

Mr. Mittler and Mr. Pizzino's (collectively, the “individual defendants”) filed an Amended Motion to Dismiss (Doc. No. 25) (“Mot. to Dismiss”) and Defendants' Memorandum in Support of Motion to Dismiss (Doc. No. 25-1) (“Def.s' Mem. Supp”) and Defendants' Reply in Support of Motion to Dismiss (Doc. No. 32) (“Def.s' Reply”). The plaintiff opposes the Amended Motion to Dismiss. Memorandum of Law in Opposition to Motion to Dismiss (“Pl's. Opp'n”) (Doc. No. 30). For the reasons discussed below, the court denies the Motion.

II. ALLEGED FACTS

Mr. Miceli, a resident of Connecticut, was hired by Wearable Health, located in California, to serve as Wearable Health's CFO. Compl. at ¶¶ 3-4, 8. In accordance with the employment agreement negotiated on behalf of Wearable Health by Mr. Mittler, Wearable Health's CEO and member of the Board of Directors, and Mr. Pizzino, Wearable Health's President and the only other member of the Board, Mr. Miceli was to hold the position of CFO for three years, during which time he was to receive compensation in the form of salary, bonus, stock, and benefits. Id. at ¶¶ 8, 12-15. The agreement was formed on May 16, 2022. Id. at ¶ 8.

Both Mr. Mittler and Mr. Pizzino controlled the day-to-day operations of Wearable Health and made its financial decisions. Compl. Count 3 at ¶ 25; Compl. Count 4 at ¶ 25. They were responsible for paying their employees and had the authority to decide which employees would be compensated and which employees would have their compensation withheld. Compl. Count 3 at ¶ 24; Compl. Count 4 at ¶ 24. Mr. Mittler falsely and repeatedly assured Mr. Miceli that he would be compensated but, despite these assurances, Mr. Miceli was not compensated, in violation of the agreement, from December 2022 to July 27, 2023, Mr. Miceli's last day at Wearable Health. Compl. at ¶ 20; Compl. Count 5 at ¶ 24. Mr. Miceli suffered pecuniary harm as a result of the defendants' actions. See e.g., Compl. ¶ 22.

III. STANDARD OF REVIEW

To withstand a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) (“Rule 12(b)(6)”), “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “The plausibility standard is not akin to a ‘probability requirement,' but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. Reviewing a motion to dismiss under Rule 12(b)(6), the court liberally construes the claims, accepts the factual allegations in a Complaint as true, and draws all reasonable inferences in the nonmovant's favor. See La Liberte v. Reid, 966 F.3d 79, 85 (2d Cir. 2020). However, the court does not credit legal conclusions or “[t]hreadbare recitals of the elements of a cause of action.” Iqbal, 556 U.S. at 678.

IV. DISCUSSION

A. Counts Three and Four

1. Counts Three and Four are Adequately Pled

The individual defendants argue that this court should dismiss Counts Three and Four of Mr. Miceli's Complaint because he has failed to plead the essential elements of the claims alleged therein. Def.s' Mem. Supp. at 12. Specifically, the individual defendants argue that Mr. Miceli failed to plead that Mr. Mittler and Mr. Pizzino were ultimately responsible for setting Mr. Miceli's working hours and causing the wage violations alleged. Id. The individual defendants also contend that Mr. Miceli has failed to offer factual support for the allegation that he was an employee of Wearable Health. Id.^[1]

Mr. Miceli responds that his Complaint asserts all of the elements of the claims at issue. Pl.'s Opp'n at 9-11. Mr. Miceli argues that he has alleged the individual defendants had ultimate responsibility for deciding whether to pay him on account of their positions as directors and officers of Wearable Health. Id. at 10. On this basis, Mr. Miceli argues the court could plausibly conclude that the individual defendants had the authority to pay or withhold wages, and, therefore, were the specific cause of the alleged violations. Id. at 10-11.

Pursuant to section 31-72 of the General Statutes of Connecticut,

[w]hen any employer fails to pay an employee wages in accordance with the provisions of sections 31-71a to 31-71i, inclusive, or fails to compensate an employee in accordance with section 31-76k . . . such employee . . . shall recover, in a civil action, (1) twice the full amount of such wages, with costs and such reasonable attorney's fees as may be allowed by the court, or (2) if the employer establishes that the employer had a good faith belief that the underpayment of wages was in compliance with law, the full amount of such wages or compensation, with costs and such reasonable attorney's fees as may be allowed by the court.

Conn. Gen. Stat. § 31-72. As relevant to the instant case, an employer is defined as “any individual, partnership, association, joint stock company, trust, corporation . . . employing any person[.]” Conn. Gen. Stat. § 31-71a. The Supreme Court of Connecticut has explained that both a corporate employer and an individual may be liable for withheld wages if the individual “possesses the ultimate authority and control within a corporate employer to set the hours of employment and pay wages and therefore is the specific or exclusive cause of improperly failing to do so.” Butler v. Hartford Tech. Inst., Inc., 243 Conn. 454, 462 (1997). In interpreting this provision, “Connecticut courts have broadly construed the definition of employer.” Morales v. Cancun Charlie's Rest., No. 3:07-CV-1836 CFD, 2010 WL 7865081, at *6 (D. Conn. Nov. 23, 2010) (citing Butler, 243 Conn. at 462).

With respect to Count Three of the Complaint, Mr. Miceli alleges that he did not receive wages from December 2022 to July 2023, even though they were owed to him in accordance with his Employment Agreement, and even though Mr. Mittler, the CEO of Wearable Health, assured Mr. Miceli that he would be paid. Compl. at ¶¶ 17, 19. Mr. Miceli alleges that Mr. Mittler controlled Wearable Health's daily operations and financial decisions and had the authority, control, and responsibility of deciding whether to pay wages. Compl. Count Three at ¶¶ 24-25. In exercising this authority, Mr. Mittler is alleged to have decided to pay wages to some employees and withhold wages from other employees. Id. at ¶ 24. Count Four of Mr. Miceli's Complaint alleges Mr. Pizzino is the President of Wearable Health and serves as the other director on Wearable Health's Board of Directors. Compl. Count Four at ¶ 25. Otherwise, Count Four is largely similar to Count Three, except it substitutes Mr. Pizzino for Mr. Mittler. Compare Compl. Count Three; with Compl. Count Four. Taking the facts alleged in the Complaint as true for the purpose of this Ruling, Mr. Miceli has plausibly alleged that Mr. Mittler and Mr. Pizzino had the authority as officers and directors of Wearable Health to control hours worked and pay wages.

In Petronella ex rel. Maiorano v. Venture Partners, Ltd., 60 Conn.App. 205 (2000), the Appellate Court of Connecticut addressed the causes of action in Counts Three and Four. There, the Appellate Court considered whether a trial court erred in concluding that two consultants hired by the defendant company were personally liable under Connecticut's wage protection statute. Petronella ex rel. Maiorano, 60 Conn.App. at 208-09. The Appellate Court affirmed the trial court's determination that the consultants were liable, noting that the trial court had found, inter alia, that the consultants controlled the company's financial decisions and day-to-day operations. Id. at 210-11, 213. Just as the consultants in Petronella ex rel. Maiorano were found to have had complete control over the payment of wages, Mr. Miceli has alleged that the individual defendants had similar control in light of their positions as directors and officers of Wearable Health.

The defendants cite Petronella ex rel. Maiorano and Evans v. Tiger Claw, Inc., 141 Conn.App. 110 (2013) to argue that Mr. Miceli has failed to alleged facts that either of the individual defendants are the specific cause of the alleged wage violation. Def.s' Mem. Supp. at 12. Having already discussed Petronella ex rel. Maiorano, see, supra, at 5-6, the court considers Evans. As relevant here, the latter case involved a claim for uncompensated hourly wages brought against individual defendants. See Evans v. Tiger Claw, Inc., 141 Conn.App. at 121. On appeal, the Appellate Court of Connecticut concluded that the plaintiff failed to show that the individual defendants were personally responsible for setting the plaintiff's working hours or paying his wages. Id. at 112, 123-24. In fact, the court observed unrebutted evidence demonstrated that the plaintiff was permitted to set...