Depianti v. Jan-Pro Franchising Int'l, Inc., Civ. A. No. 08–10663–MLW.

• Court: United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
• Writing for the Court: WOLF, District Judge.
• Citation: 39 F.Supp.3d 112
• Parties: Giovani DEPIANTI, et al., Plaintiffs, v. JAN–PRO FRANCHISING INTERNATIONAL, INC., Defendant.
• Docket Number: Civ. A. No. 08–10663–MLW.
• Decision Date: 22 August 2014

39 F.Supp.3d 112

Giovani DEPIANTI, et al., Plaintiffs
v.
JAN–PRO FRANCHISING INTERNATIONAL, INC., Defendant.

Civ. A. No. 08–10663–MLW.

United States District Court, D. Massachusetts.

Signed Aug. 22, 2014.

39 F.Supp.3d 116

Shannon E. Liss–Riordan, Elizabeth A. Tully, Harold L. Lichten, Lichten & Liss–Riordan, P.C., Boston, MA, for Plaintiffs.

Christopher M. Pardo, Jeffrey M. Rosin, Constangy, Brooks & Smith, LLP, Boston, MA, for Defendant.

MEMORANDUM AND ORDER CONCERNING SUMMARY JUDGMENT

WOLF, District Judge.

I.	OVERVIEW	116
II.	BACKGROUND	118

A.	Facts	118
B.	Procedural History	119

III. MOTIONS TO AMEND AND SUPPLEMENT THE PLEADINGS 120

A.	Plaintiffs' Motion to Amend the Complaint	120
B.	JPI's Motion to File a Supplemental Answer	122

IV.	THE SUMMARY JUDGMENT STANDARD	123
V.	CROSS–MOTIONS FOR SUMMARY JUDGMENT: COUNTS II AND III	124

A.	Additional Background	124
B.	The GCA's Decision Is Preclusive	125
C.	The GCA's Decision Is Consistent with Massachusetts Law	126

VI. JPI'S MOTION FOR SUMMARY JUDGMENT: COUNTS I AND IV 129

A.	Additional Background	129
B.	General Analysis	131
C.	Misrepresentation	132
D.	Unfair and Deceptive Business Practices	134
E.	The Statute of Limitations	139

VII. JPI'S MOTION FOR SUMMARY JUDGMENT: COUNTS V AND VI 140

A.	Additional Background	140
B.	Quantum Meruit	141
C.	Unjust Enrichment	142

VIII. ORDER 143

I. OVERVIEW

This is a putative class action against defendant Jan–Pro Franchising International, Inc. (“JPI”). JPI sits at the top of a three-tiered system of cleaning franchises. It sells the rights to use the “Jan–Pro” name to “regional master franchisees.” These regional master franchisees sell the rights to use the Jan–Pro name to “unit franchisees,” who perform cleaning services for customers. The regional master franchisees also solicit business for the unit franchisees and manage the process of billing the customers.

The named plaintiffs are seven unit franchisees from four states. The six-count Amended Complaint (the “Complaint”) claims, in essence, that plaintiffs and others similarly situated were misled into entering into agreements that improperly classified them as independent contractors when, as a matter of law, they were employees. Plaintiffs also allege that the terms of the agreements they signed

39 F.Supp.3d 117

were inherently unfair, and that these terms were systematically breached. Plaintiffs assert claims of unfair and deceptive business practices (Count I); misclassification as independent contractors (Count II), along with related wage-law violations (Count III); misrepresentation (Count IV); quantum meruit (Count V); and unjust enrichment (Count VI).¹

The proceedings to date have focused on plaintiff Giovani Depianti of Somerville, Massachusetts. The court certified three questions to be answered by the Massachusetts Supreme Judicial Court (the “SJC”). The SJC has issued its answers to these questions. In addition, concurrent proceedings between the parties in the Georgia state courts have culminated in a decision in JPI's favor.

JPI moves for summary judgment on all counts. Plaintiffs move for summary judgment on Count II only, as to Depianti only. In addition, plaintiffs move to amend their complaint to add new named plaintiffs to the proceedings. JPI also moves to assert preclusion defenses that were not identified in its answer to the Complaint. For the reasons explained in this Memorandum, the court is deciding these motions as follows.

The court is allowing JPI's motion to assert a preclusion defense, in essence because the doctrines concerning preclusion implement important considerations of comity between competent courts. Conversely, because plaintiffs' motion to amend the complaint does not implicate the same considerations, and because it is unduly prejudicial at this late stage of the litigation, this motion is being denied.

Plaintiffs' motion for summary judgment is being denied, and JPI's motion for summary judgment is being allowed in part and denied in part, as follows.

First, the court is entering summary judgment for JPI on Counts II and III of the Complaint, which allege misclassification as independent contractors and related wage-law violations. The Georgia Court of Appeals (the “GCA”) has determined that, as a matter of Massachusetts law, JPI is not Depianti's employer. Under the applicable federal doctrines concerning preclusion, the GCA's decision is binding on this court. Moreover, the court concludes that the GCA's decision is consistent with Massachusetts law, as explicated by the SJC.

Counts I and IV of the complaint allege unfair and deceptive business practices under Massachusetts General Laws Chapter 93A (“Chapter 93A”) and misrepresentation. JPI is entitled to summary judgment as to some, but not all, of the allegations made in these counts. These counts rely on a theory of vicarious liability, according to which JPI is liable for the conduct...