Fine v. Guardian Life Ins. Co. of Am.
| Docket Number | Civil No. 3:19-30067-KAR |
| Decision Date | 07 March 2022 |
| Parties | Matthew FINE, Plaintiff, v. The GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, Defendant. |
| Court | U.S. District Court — District of Massachusetts |
Amelia Hochman, Pro Hac Vice, Katelyn Jeanne Patton, Pro Hac Vice, Michael J. Passarella, Pro Hac Vice, Tara Richelo, Pro Hac Vice, Olshan Frome Wolosky, LLP, New York, NY, Julie Rising Bryan, Michael A. Bednarz, Edward V. Colbert, III, Casner & Edwards, LLP, Boston, MA, for Plaintiff.
Christopher A. Parlo, Pro Hac Vice, Melissa C. Rodriguez, Pro Hac Vice, Morgan, Lewis & Bockius LLP, New York, NY, Mary Grace Patterson, Morgan Lewis & Bockius LLP, Boston, MA, for Defendant.
MEMORANDUM AND ORDER ON DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
Plaintiff Matthew Fine (Fine) was an insurance salesman for defendant The Guardian Life Insurance Company of America (Guardian).1 In his amended complaint, Fine alleges that Guardian violated the implied contractual covenant of good faith and fair dealing when it failed to pay him renewal commissions after Guardian terminated its agreement with him (First Count). Fine also asserts a common law claim of unjust enrichment (Second Count) and contends that Guardian's failure to pay him commissions was in violation of the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 (Third Count) (Dkt. No. 40). Before the court is Guardian's motion for summary judgment on all counts (Dkt. No. 87). The parties have consented to this court's jurisdiction (Dkt. No. 14). See 28 U.S.C. § 636(c) ; Fed. R. Civ. P. 73. For the following reasons, Guardian's motion for summary judgment is granted in part and denied in part.
Except as otherwise noted, the following facts are undisputed. Because this case is before the court on a motion for summary judgment, the court sets out any disputed facts in the light most favorable to Fine, the non-moving party, and draws all reasonable inferences in his favor, Joseph v. Lincare, Inc. , 989 F.3d 147, 151 (1st Cir. 2021) (citing Ocasio-Hernández v. Fortuño-Burset , 777 F.3d 1, 4 (1st Cir. 2015) ), reserving some facts for discussion in the analysis.
Guardian produces insurance policies (life, disability, and long-term care) which it sells, insofar as pertinent to this case, through field representatives (Def. SOF ¶ 1; Pl. Resp. ¶ 1). Plaintiff signed a Guardian field representative agreement (FRA) and began selling Guardian policies in or around 1997 (Def. SOF ¶ 2; Pl. Resp. ¶ 2). Neither party has located a copy of a Guardian FRA signed by Fine (Def. Resp. at 3-4).3 During Fine's sales work for Guardian, he was associated with a general agency, Robert Fine & Associates (Def. SOF ¶ 3). The agency was established by Fine's father and, by 2018, was headed by Fine's brother, Randy Fine (Pl. SOF ¶ 1).4
On or around May 6, 2018, Fine traveled to Washington, D.C. to attend Guardian's annual conference, which was held at the Marriott Marquis Washington D.C. (Pl. SOF ¶¶ 3-4). On May 6, 2018, Fine had dinner with some Guardian colleagues, including Jeremy Suarez (Pl. SOF ¶¶ 5-7). After dinner, Fine and Suarez traveled together to the Marriott, where both had rooms booked for the night (Pl. SOF ¶¶ 7-8). Fine and Suarez repaired to the hotel's bar, where they were approached by two women. Neither Fine nor Suarez was acquainted with either of the women (Pl. SOF ¶ 10). After having drinks together, the group went to Suarez's hotel room, where Fine had a consensual sexual encounter with one of the women (Pl. SOF ¶ 12). With the woman's consent, Fine took pictures of the encounter (Pl. SOF ¶¶ 13-15).
Sometime after Fine left Suarez's room and before 3:00 a.m., a Marriott guest reported a sexual assault to the Marriott staff at the hotel's front desk (Pl. SOF ¶ 18). Members of the Marriott security team went to the room of the guest who had allegedly been sexually assaulted. Another guest in the room reported that she had heard the woman crying and that the woman said she had been raped by a guy she met in the Marriott's bar (Pl. SOF ¶ 19).
Around 3:30 a.m., Fine was woken up by the Marriott security staff and an officer or officers of the Metropolitan D.C. police force (Pl. SOF ¶ 20). Members of the security staff remained in Fine's room until a detective from the D.C. police force arrived to interview him (Pl. SOF ¶ 20). Fine told the detective that he was being falsely accused of sexual assault and that he had photographs to prove it, but he wanted to consult a lawyer before he showed the photographs to the police (Pl. SOF ¶ 21). Members of the Marriott security staff told Plaintiff that he had to leave the hotel (Pl. SOF ¶ 24). Around 6:00 a.m. on May 7, 2018, Fine called his brother Randy. When Randy came to Fine's room, Fine told Randy that he had been falsely accused of sexual assault (Pl. SOF ¶¶ 22-23).
The accusation against Fine sparked a series of internal communications among high-level Guardian employees. Guardian had arranged with the Marriott that the Marriott would communicate with Neha Kowal, a Guardian second vice president and head of conference and event marketing, if there were issues or problems with individuals attending the Guardian conference (Def. SOF ¶¶ 12, 29). Early on May 7, 2018, Marriott's general manager and members of its security department woke up Kowal and informed her that a Guardian salesperson had been accused of sexual assault (Def. SOF ¶ 30). Kowal, who was distressed by the conversation, reported what she had been told to Guardian's general counsel (Def. SOF ¶¶ 31-32). Later that morning, Kowal and Dennis Byrne, Guardian's senior security specialist, met with members of Marriott's security department and were told that police officers had been called to the hotel because Fine had been accused of raping a woman, that someone had heard screams coming from the room where the alleged rape had occurred, that an ambulance had been called and had taken the woman from the hotel to the hospital, and that Fine had been evicted from the Marriott (Def. SOF ¶¶ 33-37; Pl. SOF ¶ 36).5
Following Kowal and Byrne's meeting with members of Marriott's security team, they reported what they had been told to Guardian executive vice president Chris Dyrhaug, who reported the information to Guardian's chief executive officer, Deanna Mulligan (Def. SOF ¶ 38). Mulligan, in turn, conferred with Guardian's general counsel (Def. SOF ¶ 39). Mulligan also spoke with Byrne and Dyrhaug to confirm what they had heard from the Marriott security team (Def. SOF ¶ 41). In the morning on May 7, 2018, Dyrhaug told Mulligan that it was possible Fine would be charged with rape. By the afternoon of that day, Mulligan had been told that Fine would not be charged at that time (Pl. Resp. ¶ 42). At some point, Dyrhaug called Randy and told him that Fine's agreement with Guardian was going to be terminated (Pl. SOF ¶ 27). Randy asked whether Guardian had all of the facts, how the decision could have been made so quickly, and whether there was a way to avoid terminating Fine's agreement with Guardian (Pl. SOF ¶ 28; Pl. Resp. ¶ 44).
Deeming that she had an obligation to do so, early on May 8, 2018, Mulligan reported the information she had been given to Guardian's board of directors through the board's crisis response special committee. The three members of the committee agreed with Mulligan's recommendation that Fine's association with Guardian should end (Def. SOF ¶¶ 45-47). Guardian's general counsel and its former general counsel, who continued to work for Guardian as a consultant, were also of the opinion that Fine's agreement with Guardian should be terminated (Def. SOF ¶ 48).
Sometime during the evening of May 7, 2018, Fine became aware of rumors that his agreement with Guardian was going to be terminated (Pl. SOF ¶ 29). Fine retained a defense attorney during the morning of May 8, 2018, who emailed Dyrhaug and stated that the allegations against Fine were false, that the attorney could prove it, and that the attorney wanted Guardian managers to have this information before they made a decision about Fine's future with Guardian (Pl. SOF ¶¶ 30-31). The defense attorney spoke with the investigating police detective and showed the detective photographs that Fine had taken (Pl. SOF ¶ 32). The police detective told Fine's attorney that the photographs contradicted what the detective had been told, that Fine would not be arrested, and that no charges would be brought against him (Pl. SOF ¶ 32).
On May 8, 2018, Mulligan, the board of directors, Guardian's general counsel, and Guardian's former general counsel decided to terminate Guardian's agreement with Fine in compliance with the two-week notice provision that appeared in the Guardian FRA (Def. SOF ¶ 50). Dyrhaug was tasked with communicating the decision to Fine (Def. SOF ¶ 60). He did so by telephone on May 8, 2018, informing Fine that Guardian was terminating its agreement with him because Guardian had "lost faith" in him, and telling him that he would receive a termination letter by mail (Def. SOF ¶ 61), which he subsequently did. The letter provided that Fine's agreement with Guardian was terminated effective May 22, 2018, pursuant to the 14-day notice provision in the FRA (Def. SOF ¶ 62).6
Fine's amended complaint alleged that Guardian used the report about Fine's conduct at the Marriott as a pretext to end its relationship with Fine "to avoid future renewal, pension, and other payments" (Am. Compl. ¶ 48). At his deposition, Fine testified that he does not "have any knowledge of" Guardian terminating its agreement with him to avoid paying him commissions, retirement, pension, or other...
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