Rodriguez v. MetroHealth, Inc.

MILDRED MIRO RODRIGUEZ Plaintiff, v. METROHEALTH, INC. D/B/A HOSPITAL METROPOLITANO;METRO PAVIA HEALTH SYSTEM, INC.; AIG INSURANCE COMPANY Defendants

CIVIL NO. 19-1177 (RAM)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO

September 18, 2020

AMENDED OPINION AND ORDER

(NUNC PRO TUNC)

Raúl M. Arias-Marxuach, United States District Judge

This matter comes before the Court on co-defendant Metro-Pavía Health System, Inc.'s ("MPHS") Motion to Dismiss Complaint Against Metro Pavia Health System, Inc. ("Motion to Dismiss") (Docket No. 54), Plaintiff Mildred Miró-Rodríguez's Response in Opposition Motion to Dismiss Complaint Against Metro Pavia Health System, Inc. ("Opposition") (Docket No. 60), and MPHS' Reply to Opposition to Motion to Dismiss Complaint Against Metro Pavía Health System, Inc. ("Reply") (Docket No. 61). For reason set below, the Court GRANTS MPHS' Motion to Dismiss.

I. BACKGROUND

This case arises from the termination of Plaintiff Mildred Miró-Rodríguez's ("Plaintiff" or "Miró-Rodríguez") employment with Defendant MetroHealth, Inc., doing business as "Hospital Metropolitano." (Docket No. 26 ¶ 7).¹ Per the Second Amended Complaint ("Complaint"), Plaintiff "seeks redress for the injuries due to the illegal and discriminatory termination she was subjected to in violation of Title VII of the Civil Rights Act of 1964." Id. at 1. She also avers she "was terminated without just cause from her employment because of her sex and age and/or in retaliation for participating in the investigation of a discrimination complaint filed by another employee of the defendant." Id. at 1-2. Accordingly, she also filed claims based on the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq. and various Puerto Rico employment statutes. Id. at 7-11.²

The Complaint conflates MPHS with MetroHealth, Inc. by stating that they will be "jointly referred to as employer and or Defendants." Id. ¶ 6. The Complaint also avers that MPHS "administers Hospital Metropolitano[,]" "participates in, approves and disapproves" MetroHealth, Inc.'s "personnel decisions" and "participated" in Plaintiff's termination. Id. ¶ 7. Lastly, it alleges that their human resources operations "are integrated, operate jointly and have a reporting relationship." Id. at ¶ 8.

On November 6, 2019, MPHS filed its Motion to Dismiss. (Docket No. 54). MPHS argues that dismissal is proper because the Complaint: (a) fails to state a claim upon which relief can be granted against MPHS because it was not Plaintiff's employer; (b) lacks sufficient factual matter to state a plausible claim that MetroHealth, Inc. and MPHS were joint employers; and (c) Plaintiff failed to exhaust administrative remedies against MPHS by not including it in her EEOC charge. Id. at 8-21.

Plaintiff timely opposed the Motion to Dismiss. (Docket No. 60). In a nutshell, Plaintiff contends that her allegation that MetroHealth, Inc. is an affiliate of MPHS and that the latter administers Hospital Metropolitano, coupled with the allegations jointly directed at both entities, are sufficient to state a plausible claim against MPHS as a joint employer. Id. at 7-12. Plaintiff also contends that her failure to name MPHS in the EEOC Charge is subject to exceptions including whether the entities share an identity of interest. Id. at 13-15. MPHS subsequently filed a Reply. (Docket No. 61).

II. STANDARD GOVERNING RULE 12(b)(6) MOTIONS TO DISMISS

Fed. R. Civ. P. 12(b)(6) requires dismissal of a complaint that "fails to state a claim upon which relief can be granted." The plaintiff must plead enough facts to state a "plausible" claim, and the "[f]actual allegations must be enough to raise a right to relief above the speculative level, [...] on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations and footnote omitted). Hence, dismissal under Rule 12(b)(6) is warranted "only if the facts alleged, taken as true, do not warrant recovery." Menendez v. Comm'r of Soc. Sec., 2020 WL 5075991, at *2 (D.P.R. 2020) (citation omitted).

The Supreme Court has explained that "a plaintiff's obligation to provide the 'grounds' of [their] 'entitle[ment] to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 545 (quotation omitted). Thus, a complaint will not stand if it offers only "naked assertion[s]" devoid of "further factual enhancements." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted). To determine whether a complaint has stated a plausible, non-speculative claim for relief, courts may also consider: "(a) 'implications from documents' attached to or fairly 'incorporated into the complaint,'(b) 'facts' susceptible to 'judicial notice,' and (c) 'concessions' in plaintiff's 'response to the motion to dismiss.'" Schatz v. Republican State Leadership Comm., 669 F.3d 50, 55-56 (1st Cir. 2012) (quotation omitted).

III. OPERATIVE FACTS

Pursuant to the standard governing dismissal under Fed. R. Civ. P. 12(b)(6), the following facts, derived from the non- conclusory allegations in the Complaint (Docket No. 26) and documents filed alongside Plaintiff's Opposition (Docket Nos. 60-1 through 60-4), are taken as true for purposes of this opinion:³

1. Plaintiff Miró-Rodríguez is of legal age and resident of Luquillo, Puerto Rico. (Docket No. 26 ¶ 4).

2. Defendant MetroHealth, Inc. is a domestic corporation organized pursuant to the laws of the Commonwealth of Puerto Rico and is authorized to do business in Puerto Rico. It is a for profit entity which owns and operates Hospital Metropolitano in Guaynabo, Puerto Rico. Id. ¶ 5.

3. Defendant MPHS is a domestic corporation organized pursuant to the laws of the Commonwealth of Puerto Rico and is authorized to do business in Puerto Rico. Id. ¶ 6.

4. MPHS' financial statements for the years ending December 31, 2017 and 2018 indicate that it is a wholly-owned subsidiary of Artau Holdings, LLC. (Docket No. 60-1 at 4).

5. MPHS' financial statements also indicate that MetroHealth, Inc. is a related entity under common control requiring disclosure under the Puerto Rico Internal Revenue Code. Id. at 5-6.

6. According to the records of the Puerto Rico Department of State, MPHS and MetroHealth, Inc.'s Corporate Secretary is Carmen Feliciano Vargas. (Docket No. 60-2 at 1).⁴

7. Per the same records, MPHS and MetroHealth, Inc.'s Vice President of Finance is Héctor Galarza. Id.⁵

8. Per the same records, MPHS and MetroHealth, Inc.'s resident agent is Miglisa Capó. (Docket Nos. 60-3 and 60-4).

9. Miró-Rodríguez began working at Hospital Metropolitano as supervisor in the Information Management Department on or about March 19, 2014. (Docket No. 26 ¶ 11).

10. On February 28th, 2018, MetroHealth, Inc., which in conjunction with MPHS Plaintiff identifies as "employer," informed Miró-Rodríguez that she was being terminated from her employment, and on that same date she was handed a termination letter. The termination letter was dated February 26, 2018. Id. ¶ 18.

11. The reason given by her employer was that her position was being eliminated as part of a restructuring. Id. ¶ 19.

IV. ANALYSIS

For reasons discussed below, the Court agrees with MPHS. Assuming arguendo that Plaintiff has made plausible Title VII ofthe Civil Rights Act ("Title VII"), 42 U.S.C. § 2000(e) et seq., and ADEA claims against MetroHealth, Inc. and indulging in reasonable inferences in her favor, the Complaint still fails to state a claim upon which relief can be granted against MPHS under either the "single-employer" or the "joint employer" theories of liability. Simply put, Plaintiff did not make allegations containing sufficient factual matter stating plausible non-speculative claims that MPHS exercised control over Plaintiff's employment. Accordingly, the Court dismisses the Complaint as to MPHS with prejudice. Consequently, the Court need not address MPHS' argument that Plaintiff failed to exhaust administrative remedies.

A. The Complaint does not state a claim under Title VII or ADEA upon which relief can be granted against MPHS under a "single-employer" or "joint employer" theory of liability.

The Complaint's cryptic averments against MPHS fail to state a claim upon which relief can be granted under the "single employer" or a "joint employer" theory of liability. It does not contain even formulaic recitations of the elements of these theories of liability, let alone allegations of sufficient factual matter stating a plausible non-speculative claim for relief.

Pursuant to the "single employer" doctrine, the Court must determine if "two nominally separate companies may be so interrelated that they constitute a single employer subject to liability under Title VII." Lahens v. AT&T Mobility Puerto Rico, Inc., 2019 WL 1149923 at * 2 (D.P.R. 2019) (quotation omitted). A Court must consider the following factors when determining if this doctrine, also called the "integrated employer test," is applicable: "1) common management; (2) interrelation between operations; (3) centralized control over labor relations; and (4) common ownership." Torres-Negrón v. Merck & Company, Inc., 488 F.3d 34, 42 (1st Cir. 2007) (citation omitted). Notably, "the test should be applied flexibly, placing special emphasis on the control of employment decisions." Burnett v. Ocean Properties, Ltd., 422 F. Supp. 3d 400, 412 (D.P.R. 2019) (emphasis added). Moreover, the requisite level of control is satisfied by "an amount of participation [that] is sufficient and necessary to the total employment process, even absent total control or ultimate authority over hiring decisions." Romano v. U-Haul International, Inc., 233 F.3d. 655 (1st Cir. 2000) (quotation omitted).

Here, Plaintiff has sufficiently plead common ownership and common management (to the extent that there are common corporate officers) per the documents accompanying her Oppo...