Armstrong v. Rohm and Haas Co., Inc.
| Decision Date | 15 October 2004 |
| Docket Number | Civil Action No. 03-40246-FDS. |
| Citation | 349 F.Supp.2d 71 |
| Parties | Robert ARMSTRONG and Marc Pottle, Plaintiffs, v. ROHM AND HAAS COMPANY, INC., Defendant. |
| Court | U.S. District Court — District of Massachusetts |
Robert Armstrong, pro se.
Marc Pottle, pro se.
Richard T. Tucker, Weinstein, Bernstein & Burwick, P.C., Dudley, MA, for Plaintiffs.
Timothy P. Van Dyck, Windy L. Rosebush, Edwards & Angell, LLP, Boston, MA, for Defendant.
This is a civil action arising from defendant's alleged breach of an oral agreement to provide plaintiffs with "all the work they could handle." Pending before this Court is defendant's motion to dismiss under Fed.R.Civ.P. 12(b)(6) for failure to state a claim upon which relief can be granted.
The following facts are as alleged in the complaint.1 Plaintiffs Robert Armstrong and Marc Pottle were employed as ceramic grinders by Morton International, Inc., at its facility in Spencer, Massachusetts. In 1999 Rohm and Haas Company, Inc., acquired Morton and announced that the Spencer facility would be closed in April 2000.2 Rohm and Haas gave the Morton employees one month to decide whether to transfer to its facility in Woburn, Massachusetts, or accept a severance package and voluntarily terminate their employment. Employees who chose to transfer to the Woburn facility received an incentive payment larger than that offered as part of the severance package.
Armstrong and Pottle wished to remain with the company. Nonetheless, in May 2000, Thomas Payne, the plant manager of the Spencer facility, suggested that the plaintiffs could make substantially more money if they resigned, accepted the severance package, and started their own company to handle Rohm and Haas' outsourced grinding work. That work, at the time, was being sent to a company called Chand Associates. Payne indicated that the company wished to end its dependence on Chand. In particular, Payne represented to Armstrong and Pottle that the company would give their new business "all the [outsourced grinding] work they could handle" and that the company "would like to" give the plaintiffs "all of its outsourced work in ceramic grinding, which had been in the neighborhood of $10,000 per month."
On July 26, 2000, in reliance on Payne's representations, Armstrong and Pottle resigned from Rohm and Haas, accepted the severance package, and entered into separate Agreements and Releases with the company.3 In return for the promises made to the plaintiffs if they signed the Agreement, the plaintiffs agreed to release Morton, and its "successors, parents [and] subsidiaries," from any and all manner of claims, demands, actions, causes of action, suits, arbitration proceedings, debts, costs, judgments, executions, claims and demands of whatsoever nature, direct or indirect, known or unknown, asserted or unasserted, matured or not matured, which [plaintiffs] ... ever had, now or hereinafter can, shall or may have against the [company], from the beginning of time until the present, arising out of or in any manner relating to all events or circumstances in any way related to [plaintiffs'] employment with [the company] or the separation of that employment.
Agreement ¶ 12. The plaintiffs also agreed to a covenant not to sue, providing that they would not
seek personal equitable or monetary relief by filing, charging, claiming, suing or causing or permitting to be filed any civil action, suit or legal proceeding in connection with any matter occurring at any time in the past concerning [the plaintiffs'] employment relationship with Morton, up to and including the date of [the] Agreement or involving any continuing effect or [sic] any acts or practices which may have arisen or occurred on or prior to the date of [the] Agreement.
The Agreement further provides:
[Each plaintiff] acknowledges that he is acting of his own free will, that he has been advised by Morton to consult an attorney of his choice, that he has had a sufficient opportunity to read the terms of this Agreement, and consult legal counsel, if desired, and that he fully understands all of the provisions of this Agreement. In addition, [each plaintiff] acknowledges that neither Morton nor any of its employees, agents, representatives or attorneys have made any representations concerning the terms of this Agreement other than those contained herein.
Finally, the Agreement also includes an integration provision, which states that "This Agreement contains the entire agreement of the parties relating to the subject matter herein" and that "[i]t may be changed only by a written agreement, signed by both parties." Agreement ¶ 22.
Armstrong and Pottle were given 45 days in which to consider the Agreement before signing it, but they expressly waived that right in writing in order to receive their severance checks more quickly. After their resignations, plaintiffs invested in shop space and tools in order to begin handling the outsourced work of Rohm and Haas. During the first few months after plaintiffs' termination, Rohm and Haas gave them a small amount of work and assured them that it was all the work that was available due to a decrease in production. That trend continued into late 2001 when Pottle accepted a job with Chand Associates due to the lack of work in his new business. Upon commencement of his new position, Pottle discovered that Rohm and Haas was still outsourcing large amounts of grinding work to Chand. When he and Armstrong confronted Payne with that information, Payne denied that Chand was getting the work.
Based on those facts, the plaintiffs filed a complaint in the Superior Court on July 24, 2003, alleging claims of: (1) fraudulent inducement, (2) fraud, (3) breach of oral contract, (4) promissory estoppel, and (5) violation of Mass. Gen. Laws ch. 93A. On November 10, 2003, Rohm and Haas removed the action to this court and, on November 13, filed the pending motion to dismiss for failure to state a claim upon which relief can be granted under Fed.R.Civ.P. 12(b)(6).
A court may not dismiss a complaint for failure to state a claim under Fed.R.Civ.P. 12(b)(6) "unless it appears, beyond doubt, that the [p]laintiff can prove no set of facts in support of his claim which would entitle him to relief." Judge v. City of Lowell, 160 F.3d 67, 72 (1st Cir.1998)(quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). In considering the merits of a motion to dismiss, the court may look only to the facts alleged in the pleadings, documents attached as exhibits or incorporated by reference in the complaint, and matters of which judicial notice can be taken. Nollet v. Justices of the Trial Court of Mass., 83 F.Supp.2d 204, 208 (D.Mass.2000) aff'd, 248 F.3d 1127 (1st Cir.2000). Furthermore, the court must accept all factual allegations in the complaint as true and draw all reasonable inferences in the plaintiff's favor. Langadinos v. American Airlines, Inc., 199 F.3d 68, 69 (1st Cir.2000).
The gravamen of the plaintiffs' complaint is that they were fraudulently induced to terminate their employment voluntarily, accept a severance package, and start their own business in exchange for defendant's promise to provide them with "all of the [outsourced grinding] work they could handle" — a promise that the company never intended to keep, and in any event did not keep.
Defendant contends that the entire matter is controlled by the Agreement signed by the plaintiffs when they left the company, which contains a release, a covenant not to sue, and an integration provision. That Agreement, however, is not as sweeping as defendant contends. Moreover, plaintiffs have specifically alleged that they were fraudulently induced to enter into the Agreement, which would preclude summary judgment if plaintiffs can establish that they reasonably relied on the alleged misrepresentation.
Nonetheless, plaintiffs' claim cannot survive even if plaintiffs can avoid the operation of the Agreement. Although plaintiffs allege a variety of different theories of recovery, their claim is ultimately dependent on a single issue: whether the alleged agreement to provide "all of the work they could handle" is legally enforceable. For the reasons set forth below, this Court concludes that it is not.
Because that promise is not enforceable, plaintiffs cannot prevail on the contract claim. Their claims of fraud and fraudulent inducement, by which they seek to avoid the effect of the Agreement, likewise fail, because plaintiffs cannot establish reasonable reliance where the promise at issue was too vague to be enforced. The claim for promissory estoppel fails on similar grounds. Finally, plaintiffs have failed to state a claim for violation of Mass. Gen. Laws ch. 93A because the instant dispute arose during the parties' employment relationship.
As a threshold matter, defendant contends that the complaint should be dismissed in its entirety because the Agreement contains (1) a release of all claims arising out of plaintiffs' employment with and separation from the company, (2) a related covenant not to sue, and (3) an integration provision that specifically provides that there are no other agreements between the parties.
The language contained in the Agreement, however, is neither as comprehensive nor as clear as claimed by defendant. Paragraph 12 of the Agreement releases those claims that plaintiffs had "from the beginning of time until the present, arising out of or in any manner relating to all events and circumstances in any way related to [their] employment with Morton ... or the separation of that employment." It thus does not, by its express terms, release future claims, i.e., those that have not yet accrued.4 Put another way, while the alleged oral contract certainly arises out of...
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