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Obourn v. American Well Corp.

United States District Court, D. Connecticut

July 13, 2015

NOEL OBOURN, Plaintiff,
v.
AMERICAN WELL CORPORATION, Defendant

Decided July 10, 2015.

Page 302

[Copyrighted Material Omitted]

Page 303

For Noel Obourn, Plaintiff: Richard Eugene Hayber, LEAD ATTORNEY, Anthony J. Pantuso, III, Hayber Law Firm LLC, Hartford, CT.

For American Well Corporation, Defendant: Hugh F. Murray, III, LEAD ATTORNEY, Murtha Cullina LLP, Hartford, CT; Jennifer A Corvo, LEAD ATTORNEY, Murtha Cullina LLP-Htfd, Hartford, CT; Steven D. Weatherhead, LEAD ATTORNEY, PRO HAC VICE, Marathas Barrow & Weatherhead, LLP, Boston, MA.

Page 304

RULING RE: DEFENDANT'S MOTIONS TO DISMISS (Doc. Nos. 21, 38, 49)

Janet C. Hall, United States District Judge.

I. INTRODUCTION

Plaintiff Noel Obourn brought this suit in state court alleging that her former employer breached their contract and violated the Massachusetts Wage Act (the " MWA" ) by failing to pay bonuses. Defendant American Well Corporation (" American Well" ) removed the suit to this court. Obourn has since amended her Complaint to add quasi-contract, misrepresentation, and breach of the implied covenant of good faith and fair dealing claims. See Second Am. Compl. American Well then filed a Motion to Dismiss (Doc. No. 49) the now-operative Second Amended Complaint.[1]

For the following reasons, the court denies in part and grants in part American Well's Motion.

II. BACKGROUND

The Second Amended Complaint alleges the following. Obourn entered into a written employment contract (the " Contract" ) with American Well on May 11, 2011. Second Am. Compl. ¶ 7; Compl. (Doc. No. 1-1), Ex. A.[2] The Contract states that it is to be governed by Massachusetts law. Second Am. Compl. ¶ 8. Under the Contract, Obourn was to be employed as a " Senior Vice President Employer Sales" and American Well would compensate her with a base salary of $275,000, an annual bonus of $75,000, stock options, commissions, expense reimbursement, and other fringe benefits. See id. ¶ ¶ 9-10.

The provision of the Contract relevant to this Motion -- section 3(b) (the " Bonus Provision" ) -- states:

You will be eligible to receive an annual bonus (the " Annual Bonus" ) in the amount of $75,000 . . . which shall be payable within 60 days following the end of the calendar year to which it relates. In order to earn such Annual Bonus you must: (i) be employed by the Company on the date on which the Annual Bonus is paid; and (ii) have met specific performance criteria, which will be approved

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by the Company's CEO and communicated to you in writing within the first 60 days of the calendar year to which the Annual Bonus will relate. The determination of whether such milestones have been met will be determined by the Company it [sic] its sole discretion (which determination will not be unreasonably withheld).

Compl., Ex. A § 3(b). American Well offered these annual bonuses because Obourn's base salary at her previous job was $375,000. Second Am. Compl. ¶ 13. Obourn relied on the Bonus Provision when signing the Contract. See id. ¶ 14.

American Well did not provide Obourn with written performance criteria within the first 60 days of her employment, the first 60 days of 2012, the first 60 days of 2013, or the first 60 days of 2014. See id. ¶ ¶ 16, 19, 23, 31.[3] Obourn specifically requested that American Well pay her an annual bonus for her work in 2011, 2012, 2013, and 2014, but American Well declined to do so. See id. ¶ ¶ 18, 22, 26, 29, 30.

Obourn claims that American Well's failure to provide performance critera and pay her annual bonuses gives rise to the following claims: (1) breach of contract; (2) violation of the Massachusetts Wage Act; (3) quasi-contract; (4) breach of the implied covenant of good faith and fair dealing; and (5) misrepresentation.

III. STANDARD

When deciding a motion to dismiss pursuant to Rule 12(b)(6), the court must determine whether the plaintiff has stated a legally cognizable claim by making allegations that, if true, would show that the plaintiff is entitled to relief. See Bell A. Corp. v. Twombly,550 U.S. 544, 557, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (interpreting Rule 12(b)(6), in accordance with Rule 8(a)(2), to require allegations with " enough heft to 'sho[w] that the pleader is entitled to relief'" (alteration in original)). The court takes the factual allegations of the complaint to be true, Hemi Grp., LLC v. City of New York,559 U.S. 1, 5, 130 S.Ct. 983, 175 L.Ed.2d 943 (2010), and draws all reasonable inferences in plaintiff's favor, Fulton v. Goord,591 F.3d 37, 43 (2d Cir. 2009). However, the tenet that a court must accept a complaint's allegations as true is inapplicable to " [t]hreadbare ...


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