Dorn v. Astra Usa

• Decision Date: 30 July 1997
• Docket Number: Civ. No. 96-11124-MEL.
• Citation: 975 F.Supp. 388
• Parties: William M. DORN, Michael J. Tasos, Mark Ludwig, Stephen J. Walton, Jennifer Shore, and Rhonda L. Campbell, Plaintiffs, v. ASTRA USA, Lars Bildman, George Roadman, Robert Vogel, Edward Aarons, Charles E. Yon, and David Frons, Defendants.
• Court: U.S. District Court — District of Massachusetts

Page 388

975 F.Supp. 388

William M. DORN, Michael J. Tasos, Mark Ludwig, Stephen J. Walton, Jennifer Shore, and Rhonda L. Campbell, Plaintiffs, v. ASTRA USA, Lars Bildman, George Roadman, Robert Vogel, Edward Aarons, Charles E. Yon, and David Frons, Defendants.

Civ. No. 96-11124-MEL.

United States District Court, D. Massachusetts.

July 30, 1997.

COPYRIGHT MATERIAL OMITTED

John J. Kuzinevich, Isaac H. Peres, Kuzinevich & Miller, P.C., Boston, MA, Richard W. Bland, II, Framingham, MA, for William M. Dorn, Michael J. Tasos, Mark Ludwig, Stephen J. Walton, Jennifer Shore, Rhonda L. Campbell.

Richard L. Alfred, Joshua M. Davis, Robert F. Schwartz, Hill & Barlow, Boston, MA, for Astra USA, Robert Vogel, Charles E. Yon, David Frons.

Roderick MacLeish, Jr., Treazure R. Johnson, Robert G. Najarian, Jr. Eckert, Seamans, Cherin & Mellott, Boston, MA, for Lars Bildman.

Oliver C. Mitchell, Jr., Diane Rubin, Goldstein & Manello, P.C., Boston, MA, for George Roadman.

LASKER, District Judge.

Plaintiffs, former employees of Astra USA ("Astra"), sue Astra and six individual defendants on several counts arising out of alleged direct and indirect sexual harassment, retaliation, and concealment of such activities planned and executed by Astra's high level executives. Defendants Astra, Bildman, Roadman, Aarons, Frons, Vogel and Yon move to dismiss pursuant to Fed.R.Civ.P. 12(b)(6), for failure to state a claim upon which relief can be granted, on various grounds including that plaintiffs have ratified settlement agreements with the defendants and accordingly have waived their claims.

The motion is granted.

I.

The following allegations of the complaint are accepted as true for the purposes of this motion. Plaintiffs Dorn, Tasos, Ludwig, Watson, Shore and Campbell were employees of Astra USA¹ at various intervals between March 1991 and June 1995. Defendant Yon is Astra's General Counsel, Vogel and Frons are Astra's National Sales Manager and Assistant National Sales Manager, respectively and Aarons and Roadman were Senior Vice Presidents at Astra. Lars Bildman was Chief Executive Officer of Astra USA from the early 1980's until 1996. Bildman's "militaristic" and abusive management style led plaintiffs to believe that Bildman and his management team had "absolute control" over the day to day activities at Astra. Within one year of Bildman's arrival at Astra, the company began to replace female secretaries and assistants who were over age 40 or married with children with females between the ages of twenty and thirty. By 1990, Bildman was requiring every new sales representative, typically "an attractive young woman just out of college", to attend nightclubs or bars with him and other top executives as part of the Astra "training program." Trainees were required to attend the "Astra" bar every night of the nine-week program. At the bar, female trainees were "picked up ... fondled, rubbed ... and propositioned for sexual intercourse" by Astra's top executives. Those who resisted their advances worried about their jobs; those who complied advanced rapidly. Higher level employees were not immune from the "Astra Way." Between 1992 and 1994, up to fifteen middle managers were fired under the pretext of poor performance for objecting to the harassment of women at Astra.

William Dorn was National Sales Manager of Astra's Hospital Division from June 1992 to June 1995. In June 1993, Dorn received complaints that Bildman and Aarons had sexually harassed a sales representative in his division. In compliance with Astra's sexual harassment policy, Dorn reported the matter to Yon and Astra's Director of Human Resources, and told them he would not tolerate such activities as long as he was responsible for the sales force. Shortly thereafter, Vogel threatened to fire Dorn if he "interfered with Bildman's bedroom affairs again." Two years later, Dorn was fired. Executives claimed he had "too much morality" for Astra, and that unless he signed a settlement agreement and release of all claims against Astra, he would be "out of a job and out on the street without any money." Dorn and his wife signed a settlement agreement for seven months pay and a release waiving all claims against Astra. Dorn was advised to consult an attorney and was given three weeks to review the document before signing it and had seven days to revoke the agreement after its execution.

Mark Ludwig was Astra's Chicago, IL District Manager from March 1991 to March 1994. On or about November 17, 1993, Ludwig reported to Vogel that Bildman, Aarons and Roadman had sexually harassed two of his subordinates at an Astra after-hours party. In December, Ludwig was told by Bildman and Vogel to "keep quiet" about the incidents. On January 9, 1994, Astra terminated Ludwig "without warning or negative comments about his performance." At the time of his termination, Ludwig and his attorney signed a settlement agreement for $14,153 and a release waiving all claims against Astra.

Stephen Walton was Astra's District Manager for an "expansion district" in New Jersey from September 1992 until February 1994. His district's performance was at the bottom of the rankings at number twenty-five, but he was assured by Astra's upper level management that his performance was "about par and improving." On February 24, 1994, Frons summoned Walton to a meeting and gave him an ultimatum: resign at once and sign a release or be terminated. After Walton's request to consult legal counsel was denied, he signed a settlement agreement for three months pay and a release waiving all claims against Astra. The following day, Frons and Vogel flew to Minneapolis to terminate the district manager ranked number twenty-four. Walton alleges that he was terminated solely because Astra "needed to justify its termination of the district manager ranked at number twenty-four who complained about Roadman's sexual harassment."

Michael Tasos was Astra's Atlanta, GA District Manager from May 1991 until July 1993. His district's performance was second best out of Astra's twenty-five districts. Jennifer Shore was a sales representative in Tasos' district and was being sexually harassed by Bildman. In June 1993, Bildman told Tasos to fire Shore. Tasos objected, saying that Shore's performance was average, and that whoever had sales below her would also have to be discharged. On July 23, 1993, Vogel called Tasos into a meeting and told him that he was not a "team player" and could either resign, be terminated, or take a demotion as a sales representative. Vogel also demanded that Tasos sign a settlement agreement or be "terminated on the spot." After Tasos' request for time to seek legal counsel was rejected, Tasos signed the agreement for five months pay and a release waiving all claims against Astra. He then "collapsed and had some kind of seizure" and was attended to by Astra personnel.

Jennifer Shore was an Astra sales representative from April 1991 to April 1994. From the beginning of her employment at Astra, she was the target of "extreme" sexual harassment by Bildman. The harassment included "surreptitious administration of drugs" to Shore so as to hinder her ability to resist Bildman's advances. As a result of the sexual harassment, Shore claims she became "anorexic and experienced grave emotional and psychological injury." She asserts that in early 1994, Astra (no specific defendant was named) threatened to ruin her chance at any other employment by revealing "highly personal" information about her unless she signed a release. Upon her termination, Shore and her attorney executed a settlement agreement and a release waiving all claims against Astra in exchange for a payment to her of $50,000.

Rhonda Campbell was an Astra salesperson from August 1992 to October 1994. Roadman insisted that Campbell act as his "chaperon" on his evening forays into nightclubs and private bars in order to "conceal his affairs with other sales representatives." Due to the extent of her knowledge of Roadman's conduct, Campbell feared for her future at Astra in spite of her excellent performance reviews and top sales prize. Upon hearing rumors in February or March 1994 that she and a manager would soon be terminated in order to "erase all corporate knowledge of Roadman's transgressions and confessions," Campbell alleges that she "became hysterical" and required immediate medical attention for "hyperventilation, hysteria, gastrointestinal reflex disorder, colitis and an anxiety attack." In October 1994, while Campbell was still under treatment for anxiety and colitis, Astra (no one is specifically named) offered to pay all of her medical bills provided that Campbell execute a settlement agreement and a release waiving all claims against Astra. She signed the agreement, but the actual circumstances of her departure from Astra are not clear. Due to her alleged disability, Campbell has not been able to work for the past two years.

On 13 May 1996, the culture of sexual harassment at Astra was publicly exposed by an investigative report in Business Week magazine. Plaintiffs filed suit against Astra on 30 May 1996, approximately one to three years after they had signed their respective settlement agreements.

II.

Plaintiffs seek a declaratory judgment that their settlement agreements and general releases were void ab initio because they were entered into for an "illegal or improper purpose, namely, to cover up the sexual harassment" at Astra. In the alternative, plaintiffs argue that the agreements should be rescinded because they were obtained by coercion or duress. They also bring charges of negligence, civil conspiracy, defamation, wrongful termination, intentional interference with contractual relations, intentional infliction of emotional distress, violation of the Massachusetts Civil Rights Act M.G.L. c. 12, § 11I, and assault and battery against Astra and/or the various individual defendants². Defendants respond that by accepting...