Smith, et al. v. Unidine Corporation (Lawyers Weekly No. 12-097-17)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CIVIL ACTION Nos. 2015-2667 and 2015-3417 consolidated with No. 2016-3297 1 DONALD SMITH and MATTHEW ALES vs. UNIDINE CORPORATION MEMORANDUM AND ORDER ON SUMMARY JUDGMENT In this action under the Massachusetts Wage Act, G.L. c. 149, §§ 148, 150 (the “Act”), the employer, Unidine Corporation, and plaintiffs, former employees, cross move for summary judgment. The principal issue presented is whether the former employees are entitled to recover for the non-payment of commissions and a bonus. The employer says they are not because of the terms and conditions of the governing agreement for calculating and paying commissions and bonuses. The former employees assert that they should be paid the commissions as a matter of law under the Act.2 The resolution of the motion turns on both the terms and conditions of the written agreement regarding commissions and bonuses as well as the terms of the Act. The Act requires 1 These actions are consolidated into the lead case, Civil Action No. 2016-3297 BLS1. The plaintiff in No. 2016-3297 is Correna Lukas. Unidine and Lukas do not move for summary judgment in the lead case. 2 Plaintiffs also assert claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and “quantum meruit/unjust enrichment.” All claims are for nonpayment of commissions or bonus. 1 the timely payment of wages. Wages include commissions “when the amount of such commissions . . . has been definitely determined and has become due and payable . . . .” Id. The terms of the written agreement determine what has been “definitely determined” and what is “due and payable.” BACKGROUND The following facts, drawn from the parties’ Statement of Undisputed Material Facts, are undisputed. Unidine is in the business of providing dining management services to institutional clients such as hospitals, senior living facilities, universities, etc. Unidine employs Directors of Business Development (“DBDs”) to sell the services of Unidine and to develop and maintain relationships with client customers as the contracts with the client customers are performed. Plaintiffs, Donald Smith and Matthew Ales, were employed by Unidine as DBDs.3 DBDs earn a base salary and are eligible to participate in Unidine’s 2014 Sales Commission and Bonus Plan (the “Plan”) subject to its terms and conditions. DBDs, including Smith and Ales, acknowledge and sign the Plan each year. All of plaintiffs’ claims arise under the 2014 Plan. The Plan applies to contracts with client customers executed in 2014. Smith began work at Unidine on April 14, 2014, as an at-will employee, in the position of DBD. He was paid a base salary of $ 125,000 per year, and a signing bonus of $ 25,000. Smith was terminated […]