Horlick v. Capital Women's Care, LLC

• Decision Date: 14 November 2011
• Docket Number: Civil Action No. ELH–11–01716.
• Citation: 896 F.Supp.2d 378
• Parties: Neil HORLICK, Plaintiff, v. CAPITAL WOMEN'S CARE, LLC, et al., Defendants.
• Court: U.S. District Court — District of Maryland

896 F.Supp.2d 378

Neil HORLICK, Plaintiff,

v.CAPITAL WOMEN'S CARE, LLC, et al., Defendants.

Civil Action No. ELH–11–01716.

United States District Court, D. Maryland.

Nov. 14, 2011.

Alan Lescht, Alan Lescht and Associates PC, Washington, DC, for Plaintiff.

Gary B. Eidelman, Heather R. Pruger, Saul Ewing LLP, Baltimore, MD, for Defendants.

MEMORANDUM OPINION

ELLEN LIPTON HOLLANDER, District Judge.

In this diversity case, plaintiff Neil Horlick, M.D., has sued defendant Capital Women's Care, LLC (“CWC”), and three individual members of CWC: Doctors Mitesh Kothari, David Solberg and Andrew Oh. Plaintiff's claims arise from his claim that defendants entered into a binding employment agreement with him. Complaint (ECF 1) ¶¶ 1–7. In particular, plaintiff has sued defendants claiming a violation of the Maryland Wage Payment and Collection Law (Count I), id. ¶¶ 32–38; for breach of contract (Count II), id. ¶¶ 39–41; and for promissory estoppel (Count III), id. ¶¶ 42–49.

Defendants have filed a “Motion To Dismiss” (“Motion,” ECF 6), pursuant to Rule 12(b)(1) and Rule 12(b)(6) of the Federal Rules of Civil Procedure, along with a “Memorandum In Support Of Defendants' Motion To Dismiss” (“Motion Memo,” ECF 6–1).¹ Plaintiff opposes the Motion. See “Memorandum In Opposition To Motion To Dismiss” (“Opposition,” ECF 8). In reply to plaintiff's Opposition, defendants filed “Defendants' Reply To Plaintiff's Opposition To Defendants' Motion To Dismiss” (“Reply,” ECF 9). As the motion has been fully briefed, the Court rules now pursuant to Local Rule 105.6, no hearing being necessary.

Factual and Procedural Background²

Plaintiff is a physician. Complaint ¶ 10. CWC, a Maryland limited liability company, is a medical practice in Hagerstown, Maryland. Id. ¶¶ 2, 9. The three individual defendants are physicians and members of the LLC. Id. ¶ 9. Around January 2011, plaintiff met with defendants about joining their practice. Id. ¶ 11. Plaintiff alleges that, on or about February 14, 2011, Dr. Kothari called plaintiff and told him that the defendants had made the decision to hire plaintiff. Id. ¶ 12. According to plaintiff, he “accepted the job,” and Dr. Kothari responded that the defendants “would send him a contract,” which plaintiff should sign and return. Id.

On February 16, 2011, Dr. Solberg sent plaintiff an email that said: “Neil, Please let me welcome you to the practice. We are excited to have you as part of our little family. I hope you enjoy a personally and professionally satisfying career with us.” Id. ¶ 13. On February 23, 2011, defendants' office manager, Faye Yommer, sent plaintiff the employment contract (the “Agreement”) via an email that stated: “Dr. Horlick, I have attached the official employment contract. Please review, print, sign and return both copies to me. Your start date continues to be undefined, but appears to be in the vicinity of May, subtract or add a month.” Id. ¶ 14. Plaintiff signed and returned the undated Agreement to defendants. Id. ¶ 15. The Agreement states, in part:

This PHYSICIAN EMPLOYMENT AGREEMENT (“Agreement”) is entered into this ____ day of _________, 2011, by and between CAPITAL WOMEN'S CARE, LLC (“Company”) and Neil Horlick, M.D. (“Physician”). It also states, in Section 4.3: “Company [i.e., CWC] may terminate this Agreement without cause, at any time, by giving Physician ninety (90) days prior written notice or payment of salary for such period in lieu of such notice.” (the “Notice Provision”).

In March, plaintiff met with defendants and was introduced to office staff as a new physician hired by the practice.³Id. ¶ 16. And, Dr. Solberg invited him to a celebratory dinner to welcome plaintiff to the practice. Id. ¶ 20.

Also in March 2011, Dr. Kothari told plaintiff to form an LLC with “Legal Zoom, LLC,” an online legal service. Id. ¶ 17. Dr. Kothari explained that, if plaintiff had an Employer Identification Number (“EIN”), it would be easier for him to get paid by CWC, without “having to wait for credentialing from insurance companies which could take up to 6–9 months.” Id. Accordingly, plaintiff formed “Horlick Locums, LLC.” ⁴Id. Also upon Dr. Kothari's suggestion, plaintiff met with a Hagerstown accountant, Julie Caniford, who helped plaintiff file his 2010 personal income tax returns and discussed with him the tax implications of “Horlick Locums, LLC.” Id.⁵

Plaintiff continued to prepare to join the medical practice. He discussed the “call schedule” with Dr. Kothari and made arrangements with Dr. Solberg, who was responsible for preparing the call schedule, for leave on the Friday and the weekend prior to his Ob/Gyn Board Examination, “in order to allow him time to study.” Complaint ¶ 18. In addition, pursuant to Dr. Kothari's recommendation, plaintiff signed a lease for an apartment in “Rosewood Village,” a development conveniently located to the physicians' office and the hospital. Id. ¶ 19. He paid 1.5 months of rent, at a rate of $1200 per month.⁶Id. Plaintiff also sold his home in Washington, D.C., at a loss of about $10,000. Id. ¶ 25.

Moreover, plaintiff had professional photographs taken of himself, apparently pursuant to defendants' request. Id. ¶ 21. One of the photos was posted on the CWC website. Id. Also pursuant to defendants' request, plaintiff attended a three-day training session at the CWC Women's Care Central Business Office in Silver Spring, Maryland, id. ¶ 22, to learn how to use the electronic medical record system, “Next Gen.”

In March or April 2011, Ms. Yommer, the CWC office manager, called plaintiff and told him that his start date would be May 6, 2011.⁷Id. ¶ 23. On March 28, 2011, plaintiff emailed Yommer and asked: “Do you have a copy of my signed CWC employment contract you can send me for my records?” Id. ¶ 24. Yommer replied: “Yes. I have your original. I am holding on to the contract until we have completed the locums. Do you want a copy of the unsigned contract or the final contract, signed by Debbie Redd, CEO?” Id. Plaintiff replied: “I was hoping to get a copy of the final contract signed by Debbie Redd, CEO. If its [sic] easier for you I can pick up the copy once I start in the office.” ⁸Id.

According to plaintiff, “in reliance” on defendants' promises, he “took himself off the job market.” Id. ¶ 25. Then, on May 3, 2011, Dr. Oh called plaintiff and told him “the agreement was canceled.” Id. ¶ 26. Plaintiff contends that “[d]efendants breached the Agreement by failing to provide plaintiff with either ninety days prior written notice or payment of such period in lieu of such notice,” id. ¶ 28, and that he sustained damages as a result of that breach. Id. ¶ 31.

In particular, in Count I of the Complaint, plaintiff alleges that defendants violated the Maryland Wage Payment and Collection Law (the “Wage Act”). Id. ¶ 35. SeeMd. Code (2008) § 3–501et seq. of the Labor and Employment Article (“L.E.”). In this regard, plaintiff claims that defendants were his “employer” within the meaning of that law, and that their failure to comply with the Notice Provision was a failure to pay him wages, in violation of Maryland law. Complaint ¶ 30, 35. Specifically, relying on the Notice Provision, he claims that defendants failed to pay him for ninety days' salary, in the sum of $56,250, id. ¶¶ 29, 33, as well as compensation for the time he spent at the seminar in Silver Spring and in preparing to begin to work for the defendants. Id. ¶ 34. He also demands treble damages under the statute, as well as reasonable attorney's fees. Id. ¶¶ 36–37. SeeL.E. § 3–507.1.

Count II alleges breach of the employment contract. Id. ¶ 40. Plaintiff contends that, in terminating the Agreement without providing him either ninety days' advance notice or ninety days' salary in lieu of notice, defendants breached the Agreement. Id. Again, he demands ninety days' salary, plus interest. Id. ¶ 41.

In Count III, plaintiff asserts a promissory estoppel claim. He contends that, in selling his home in Washington, D.C. and moving to Hagerstown, Maryland, and in “[taking] himself off the job market” as of February 14, 2011, the date when Dr. Kothari offered him a position with CWC, he detrimentally relied on defendants' “clear and definite promise to employ plaintiff.” Id. ¶¶ 43–45. He seeks “enforcement of the promise made by Defendants” as well as compensation for the damages he sustained. Id. ¶¶ 47, 49.

In total, plaintiff demands damages of “$266,000, or such other amount as is determined by a jury, consisting of unpaid wages, treble liquidated damages, the loss on the sale of [ his] home, the costs of moving to and from Hagerstown, payments made to lease the Hagerstown apartment, interest, costs, attorney's fees, an amount equal to the tax on any award, and such other relief as the Court deems just and fair.” Id. at 7.

Discussion

As noted, defendants have moved to dismiss the case pursuant to Fed.R.Civ.P. 12(b)(6), for failure to state a claim upon which relief can be granted. In considering a motion to dismiss under Rule 12(b)(6), a court “ ‘must accept as true all of the factual allegations contained in the complaint,’ ” and must “ ‘draw all reasonable inferences [from those facts] in favor of the plaintiff.’ ” E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir.2011) (quoting Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007), and Nemet Chevrolet, Ltd. v. Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir.2009)).

Under Fed.R.Civ.P. 8(a)(2), a complaint must contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” The purpose of the Rule is to provide the defendant with “fair notice” of the claim and the “grounds” for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555–56 n. 3, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (citation omitted). To be sure, the plaintiff need not include “detailed factual allegations in order to satisfy” Rule 8(a)(2). Id. at 555, 127...