Wigington v. Metro. Nashville Airport Auth.
| Decision Date | 20 March 2019 |
| Docket Number | 3:17 C 1523 |
| Citation | 374 F.Supp.3d 681 |
| Parties | Robert WIGINGTON, Plaintiff, v. METROPOLITAN NASHVILLE AIRPORT AUTHORITY, Bobby Joslin, and A. Dexter Samuels, Defendant. Metropolitan Nashville Airport Authority, Counter Plaintiff, v. Robert Wigington, Counter Defendant. |
| Court | U.S. District Court — Middle District of Tennessee |
Hannah M. Wolf, Kevin H. Sharp, Leigh Anne St. Charles, Sanford Heisler Sharp, LLP, Nashville, TN, for Plaintiff.
Nelson Suarez, William A. Blue, Jr., Constangy, Brooks, Smith, & Prophete, LLP, Nashville, TN, for Counter Plaintiff.
Nelson Suarez, Stephanie A. Chavez, William A. Blue, Jr., Constangy, Brooks, Smith, & Prophete, LLP, Amy Rao Mohan, L. Webb Campbell, II, William L. Harbison, Sherrard Roe Voight & Harbison, PLC, Nashville, TN, for Defendant.
Hannah M. Wolf, Sanford Heisler Sharp, LLP, Nashville, TN, Kevin H. Sharp, Sanford Heisler Sharp, LLP, Nashville, TN, for Counter Defendant.
Plaintiff Robert Wigington filed this suit against Defendant Metropolitan Nashville Airport Authority ("MNAA") on December 4, 2017, asserting federal and state claims arising out of his termination as MNAA's chief executive officer ("CEO"). (Compl. (Dkt. No. 1).) Wigington amended his complaint on January 17, 2018 to add as defendants MNAA Board members Bobby Joslin and A. Dexter Samuels (together "Individual Defendants"). (Dkt. No. 13.) MNAA answered Wigington's initial complaint and counterclaimed against him on February 1, 2018, alleging breach of fiduciary duty. (Dkt. No. 17.) Following additional amendments, the pleadings now operative are Wigington's second amended complaint , and MNAA's renewed answer and counterclaim, .
Before us are two motions: Individual Defendants' motion to dismiss Wigington's claims as to them, (Dkt. No. 37), and Wigington's motion to dismiss MNAA's amended counterclaim, (Dkt. No. 39). For the reasons below, we deny the Individual Defendants' motion, and grant Wigington's motion.
The factual allegations that follow, all taken as true for purposes of a motion to dismiss, are drawn from Wigington's second amended complaint and MNAA's corresponding counterclaim. (SAC; Am. Countercl.) Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009). MNAA is a public corporation that owns and operates two Nashville-area airports, the Nashville International Airport ("BNA") and John C. Tune Airport ("JWN"). (See SAC ¶ 26; Am. Countercl. ¶ 2; Dkt. No. 34–1 at 2 ().) MNAA policies are shaped by a ten-member Board of Commissioners ("Board"), appointed by the mayor of Nashville-Davidson County. (SAC ¶ 20.) The Board's Management Committee is comprised of the Chair, Vice Chair, and Secretary of the full Board. (Id. ) As of the filing of the second amended complaint, Defendant Joslin served as the Board's Chair and Defendant Samuels served as Vice Chair. (Id. ¶ 22.)
Wigington began his work with MNAA in 2011 and served as CEO from July 1, 2012 through October 18, 2017. (Id. ¶ 2.) On June 7, 2017, Wigington informed the MNAA Management Committee at a publicly noticed meeting that he would require a medical leave of absence to undergo a liver transplant to treat liver cancer
. (Id. ¶¶ 4, 33–35.) Wigington informed the full Board of his anticipated leave on June 21, 2017. (Id. ¶ 41.)
Wigington's medical leave began on July 22, 2017, when he underwent a liver transplant and named an acting President and CEO to serve in the interim, and it extended through September 5, 2017, when he attempted to return to his position. (Id. ¶¶ 5, 54–56.) On August 18, 2017, Wigington had written to inform MNAA that a doctor had approved his return to work on September 4, 2017. (Id. ¶ 68.) On September 1, 2017, Samuels invited Wigington to a meeting of the Management Committee on September 5, 2017. (Id. ¶ 76.) At this meeting, the Management Committee told Wigington that MNAA had decided to go in a different direction and would be relieving Wigington of his duties. (Id. ¶¶ 77–78.) Wigington alleges that this meeting was not publicly noticed. (Id. ¶ 83.) Joslin sent Wigington a letter on September 6, 2017, explaining that Wigington was no longer authorized to act on behalf of MNAA and that his security badge, computer, and email address were deactivated. (Id. ¶ 84.)
On October 18, 2017, the MNAA Management Committee (comprised of the Individual Defendants and Secretary Aubrey "Trey" Harwell) voted to recommend that the Board terminate Wigington's employment as CEO. (Id. ¶ 91.) Upon their recommendation, the Board voted to terminate that same day. (Id. 92.) The Management Committee distributed to Board members and the media a list of "reported behaviors" they attributed to Wigington to support his termination. (Id. ¶ 92.) Among the allegations were that Wigington failed to disclose the content or amount of incentives provided to an airline to fly out of Nashville, that he was dilatory in appointing key staff positions during a large capital effort and improperly planned for the succession of those staff once they were named, and that he lacked proper financial controls, failed to address major employment and management issues, and failed to properly communicate or deliberately concealed information from the MNAA Board.
(Id. ¶¶ 112, 134, 156, 171, 193, 209.) Wigington alleges that each of these reported behaviors are false, did not motivate MNAA's termination decision, and could not justify that decision. (E.g. , id. ¶ 110.)
On December 6, 2017, the Individual Defendants, acting as the Management Committee, voted to recommend to the Board that Wigington's termination be reclassified as "for cause." (Id. ¶¶ 103–04.) The Individual Defendants and another member of the Management Committee described new allegations against Wigington, along with the previously released "reported behaviors," at this meeting and again at a Board meeting on December 13, 2017. (Id. ¶ 105.) The new allegations asserted that Wigington did not properly invest $ 200 million from a 2015 bond issue and that he exceeded reimbursements on business travel expenses. (Id. ¶¶ 234, 237.) The Board took up the Management Committee's recommendation and voted to label Wigington's termination as "for cause" at the meeting on December 13, 2017. (Id. ¶ 105.) Wigington maintains that the new allegations did not and could not justify his termination "for cause," and served instead only as pretext for a decision that he alleges is retaliatory and meant to harm his reputation. (Id. ¶ 244.)
As relevant here, Wigington asserts claims of defamation and false light invasion of privacy against the Individual Defendants, in their individual capacity, stemming from their statements and actions during the Management Committee and Board meetings on October 18, 2017, the Management Committee meeting on December 6, 2017, and the Board meeting on December 13, 2017. 1
MNAA's counterclaims charge Wigington with breach of his fiduciary duty to MNAA. (See Am. Countercl. ¶¶ 31, 37.) MNAA alleges that in December 2015, Wigington should have placed proceeds from an approximately $ 200 million MNAA bond issue into interest-bearing investments instead of leaving the decision to a subordinate who kept the money, plus a substantial amount of previously accumulated money, in cash or cash equivalents. (Id. ¶¶ 12–19.) Despite specific advice from MNAA's Chief Financial Officer ("CFO"), Wigington refused to make a decision to hire consultants or persons with expertise to manage MNAA's assets. (Id. ¶¶ 22–24.) Wigington did not act when investment advisors tendered proposals to MNAA in December 2015 and December 2016 to invest the money, costing MNAA at least $ 3 million total in lost interest income. (Id. ¶¶ 40–43.) The CFO also told Wigington of a time-sensitive opportunity in fall 2016 to refinance debt incurred from designing and building a rental car facility, which Wigington decided not to act upon, costing MNAA approximately $ 4.8 million. (Id. ¶¶ 25–29.) Through these events, MNAA claims Wigington breached his fiduciary duty by failing to discharge his duties in good faith and with ordinary care, failing to inform himself of important decisions or to rely upon information provided to him by officers or employees of MNAA, and failing to fully disclose the facts of his decisions or non-decisions to the Board. (Id. ¶¶ 33–34, 46.)
Dismissal pursuant to Rule 12(b)(6) is proper only if a complaint lacks enough facts "to state a claim [for] relief that is plausible on its face." Iqbal , 556 U.S. at 678, 129 S.Ct. at 1949–50 (2009) (internal quotations omitted) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 1974, 167 L.Ed.2d 929 (2007) ); accord Hensley Mfg. v. ProPride, Inc. , 579 F.3d 603, 609 (6th Cir. 2009). The plausibility standard "is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully." Iqbal , 556 U.S. at 678, 129 S.Ct. at 1949 (quoting Twombly , 550 U.S. at 555, 127 S.Ct. at 1964–65 ). That is, while the plaintiff need not plead "detailed factual allegations," the complaint must allege facts sufficient "to raise a right to relief above the speculative level." Twombly , 550 U.S. at 555, 127 S.Ct. at 1964–65. Again, we accept as true all well-pleaded factual allegations and draw all reasonable inferences in favor of the plaintiff. Iqbal , 556 U.S. at 678, 129 S.Ct. at 1949 ; Delay v. Rosenthal Collins Grp., LLC , 585 F.3d 1003, 1005 (6th Cir. 2009). "However, ‘a legal conclusion couched as a factual allegation’ need not be accepted as true on a motion to dismiss, nor are recitations of the elements of a...
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