Mcquade v. Xerox Corp.
| Decision Date | 31 January 2011 |
| Docket Number | NO. 5:10-CV-149-FL,5:10-CV-149-FL |
| Court | U.S. District Court — Eastern District of North Carolina |
| Parties | KAREN MCQUADE, Plaintiff, v. XEROX CORPORATION and TYRONE PARKER, Defendants. |
This matter comes before the court on the motion to dismiss filed by defendant Tyrone Parker ("Parker") (DE # 20) and the motion for judgment on the pleadings filed by defendant Xerox Corporation ("Xerox") (DE # 22. These motions have been fully briefed, and the issues raised now are ripe for adjudication. For the reasons that follow, defendants' motions will be granted.1
Plaintiff, a Xerox employee for twenty-eight (28) years before separating from the company in 2008, initiated this action on April 16, 2010. Plaintiff seeks to hold defendants liable for violations of Title VII of the Civil Rights Act of 1964 ("Title VII"), 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act of 1967 ("ADEA"), 29 U.S.C. § 621 et secu, and North Carolina common law. She seeks recovery of back pay, reinstatement in her job, compensatory and punitive damages, and costs and attorney's fees.
Xerox answered on May 20, 2010. In its answer, Xerox denies liability, pleads a number of affirmative defenses, and asserts a counterclaim for breach of contract. Xerox seeks damages and costs and attorney's fees with respect to its counterclaim. Plaintiff answered the counterclaim on June 8, 2010, denying liability and asserting affirmative defenses. Parker did not file an answer or counterclaim.
On July 19, 2010, Parker moved to dismiss the complaint. Shortly thereafter, on July 28, 2010, Xerox filed its motion seeking judgment on the pleadings. Plaintiff responded in opposition to the motion to dismiss on August 3, 2010, and to the motion for judgment on the pleadings on August 11, 2010. Parker replied as to his motion on August 19, 2010, and Xerox followed suit on August 30, 2010.
The facts alleged in the complaint, viewed in the light most favorable to plaintiff, are as follows.2 Plaintiff began her employment at Xerox in November 1980, remaining with the company for twenty-eight (28) years. In December 2006, she was promoted from the position of Manager of Technical Services and Support to the position of Regional Manager by Parker, a Senior Vice President with Xerox. Plaintiff relocated to Xerox's Raleigh facility for this position. She received consistently favorable evaluations and performance reviews, and fully, adequately, and completely performed her employment duties.
At a lunch meeting in June 2008, Parker informed plaintiff that Xerox was planning a restructuring and reduction in force. He asked her to accept a reduction in force package, with apromise that he would later rehire her. Parker assured plaintiff that she was not being terminated for performance reasons. During the meeting, he wrote on a napkin the new organizational chart explaining the restructuring. He circled two jobs that would be available to plaintiff: General Manager and Senior Operations Manager. A third position, Manager of Technical Support and Services, was also discussed as a "worst case" rehire scenario.
During the meeting over lunch, Parker and plaintiff agreed as to all pertinent terms of her rehire. Plaintiff accepted Parker's offer to accept the reduction in force package in exchange for the promise to be rehired. They agreed that her salary and benefits on rehire would be comparable to her current salary. According to plaintiff, she never would have accepted the reduction in force package had she not been expressly promised to be rehired by Parker. She also states that Parker had authority to rehire her, and that Xerox knew or should have known about his offer.
Later in June 2008, plaintiff met with Parker and a human resources officer at Xerox's Raleigh facility and executed the reduction in force documents.3 Parker remained in contact with plaintiff through Fall 2009 to follow-up on his promise to rehire her. Plaintiff was not actively looking for employment during this period, relying on Parker's representation that she would be rehired. In Fall 2009, plaintiff applied for the position of Manager of Technical Support and Services-one of the three positions she and Parker had spoken about-and was rejected. Although plaintiff was not rehired, an African-American female Regional Manager was. This other individual was the only other Regional Manager impacted by the June 2008 reduction in force.
Plaintiff filed charges with the Equal Employment Opportunity Commission ("EEOC") relating to these events on December 17, 2009. On January 22, 2010, plaintiff received a notice from the EEOC advising her that the EEOC was closing its file on the charges and that she retained the right to timely sue in federal court ("right to sue letter"). As already noted, plaintiff filed this lawsiut on April 16, 2010.
Defendants' motion to dismiss under Rule 12(b)(6) and motion for judgment on the pleadings under Rule 12(c) are governed by the same standard. See Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). The purpose of either motion is to challenge the sufficiency of the pleadings, rather than to resolve contested facts or the merits of a claim. See Republican Party v. Martin, 980 F.2d 943, 952 (4th Cir. 1992). A claim survives such a challenge if the complaint contains "sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). In evaluating whether a claim is stated, "[the] court accepts all well-pled facts as true and construes these facts in the light most favorable to the plaintiff, " but does not consider "legal conclusions, elements of a cause of action, and bare assertions devoid of further factual enhancement." Nemet Chevrolet, Ltd. v. Consumeraffairs.com, Inc., 591 F.3d 250, 255 (4th Cir. 2009). Nor will the court accept as true "unwarranted inferences, unreasonable conclusions, or arguments." Wahi v. Charleston Area Med. Ctr., Inc., 562 F.3d 599, 615 n.26 (4th Cir. 2009).
As noted, plaintiff's claims arise under Title VII, ADEA, and state common law. Her common law claims include breach of contract, fraud and reckless misrepresentation, fraudulent inducement, and breach of the duty of good faith and fair dealing. Xerox argues that each of these claims is barred by a release of claims executed by plaintiff as part of the reduction in force documents. Parker argues that Title VII and ADEA do not permit individual liability. Both defendants also challenge the sufficiency of plaintiffs allegations with respect to each of her federal and state law claims.
The court begins with Xerox's argument that plaintiff's claims are barred by the release of claims signed by plaintiff in connection with the reduction in force package. Because the burden of establishing an affirmative defense rests on the defendant asserting it, a motion under Rule 12(b)(6) or Rule 12(c) is generally not the appropriate vehicle to mount such a challenge. Goodman v. Praxair, Inc., 494 F.3d 458, 464 (4th Cir. 2007) (en banc). It is only in "the relatively rare circumstances where... all facts necessary to the affirmative defense 'clearly appear[ ] on the face of the complaint'" that the court may consider an affirmative defense through a motion under 12(b)(6). Id (quoting Richmond, Fredricksburg & Potomac R.R. v. Frost, 4 F.3d 244, 250 (4th Cir. 1993)) (alterations and emphasis in original). Due to the identical standards employed, the court will reach an affirmative defense through a motion under Rule 12(c) in similarly rare circumstances, with the caveat that the court may look to the uncontested pleadings as a whole-and not simply plaintiff's complaint-in determining whether all facts necessary to deciding the issue clearlyappear. Cf In re Stucco Litigation, 364 F. Supp. 2d 539, 541 (E.D.N.C. 2005) ().
The pleadings frame the issue as follows. In her complaint, plaintiff alleges that she executed reduction of force documents in June 2008 and that she executed a second signature page in September 2008 after the original had been misplaced. She alleges that she was told by Parker's executive assistant that failure to execute the second signature page would result in forfeiture of her benefits. Plaintiff also indicates that defendants' fraudulent conduct induced her to sign the release when she otherwise would not have.
Xerox's counterclaim and answer also references the release, and the release itself is presented to the court as Exhibit A to that filing.4 According to the plain terms of the release, plaintiff agrees to release Xerox and its employees and other affiliates from any and all claims based on conduct occurring prior to its execution. In exchange, Xerox agrees to supply consideration in the form of salary continuance. Beyond this broad waiver of "any and all claims, " the agreement specifically mentions ADEA and Title VII as released. Also specifically mentioned are state law claims based on any promises made regarding future employment.
A general release discharges all claim against the released party. Hardee's Food Sys., Inc. v. Oreel, 32 F. Supp. 2d 342, 345 (E.D.N.C. 1998). The validity of a such a release is governed by general principles of contract law. See Lewis v. Extended Stay Am., Inc., 454 F. Supp. 2d 453, 457 (M.D.N.C. 2006); see also Horton v. Norfolk S. Corp., 102 F. Supp. 2d 330, 339 (M.D.N.C.) (), affd, 199 F.3d 1327, 1999 WL 957720 (4th Cir. Oct. 19, 1999) (unpublished table decision).5 A release is valid only if it was "voluntary, deliberate...
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