Opinion
C/A 4:22-cv-2252-RBH-KDW
10-25-2022
Atisa Hayes, Plaintiff, v. Clarios, LLC, Defendant.
REPORT AND RECOMMENDATION
Kaymani D. West United States Magistrate Judge
This employment-related matter is before the court for issuance of a Report and Recommendation (“Report”) pursuant to 28 U.S.C. § 636(b) and Local Civil Rule 73.02(B)(2) (D.S.C.). Plaintiff's Complaint, ECF No. 1, includes race-based discrimination and harassment claims brought pursuant to Title VII and 42 U.S.C. § 1983 and state-law-based causes of action for breach of contract and negligent supervision. Compl., ECF No. 1. Pending is the Partial Motion to Dismiss filed by Defendant Clarios, LLC (“Clarios” or “Defendant”), in which it seeks Rule 12(b)(6) dismissal of the state-law-based breach of contract claim. ECF No. 5. Having considered Defendant's Motion and Memorandum; Plaintiff's opposition, ECF No. 9; Defendant's Reply, ECF No. 13; and applicable law, the undersigned recommends Defendant's Partial Motion to Dismiss be denied.
Defendant filed an answer as to other causes of action, and discovery has begun. ECF Nos. 6, 8.
I. Background
Taken from the Complaint and accepted as true for purposes of this Report, Plaintiff alleges the following facts that potentially are relevant to the pending motion:
Plaintiff was employed by Defendant as a Lean Six Sigma Black Belt/Continuous Improvement Engineer at Defendant's Florence Battery Recycling Center from January 8, 2018 until her termination on April 14, 2020. Compl. ¶ 6. Plaintiff, the only African-American female employee in her department, asserts that her Caucasian male supervisors perpetuated a hostile work environment against her. She also alleges she suffered “racial animus and discriminatory treatment” and was assigned more projects than her Caucasian male counterparts. Compl. ¶¶ 1014. Plaintiff alleges Plant Engineer Brian Lund, a Caucasian male, “repeatedly treated [her] in an unprofessional manner.” Compl. ¶ 12. Lund reprimanded Plaintiff regarding a policy infraction on November 4, 2019; she alleges she was terminated because of filing the grievance. Compl. ¶¶ 1213. Plaintiff was placed on a performance improvement plan that required her to meet weekly with her supervisor, “achieve additional goals beyond her normal job duties, and to perform tasks that her similarly-situated male coworkers were not, without receiving additional compensation.” Compl. ¶ 15. Plaintiff alleges she satisfactorily completed her performance improvement plan in March 2020; nonetheless, she was terminated in April 2020, allegedly “due to her job performance[.]” Compl. ¶ 18. Plaintiff alleges she was terminated “on the basis of race and sex”and in retaliation for filing a formal complaint. Compl. ¶ 20. Relevant herein, Plaintiff alleges Defendant “breached its employment contract with Plaintiff and its own policies and procedures by failing to protect Plaintiff from the actions of her Caucasian supervisors, to include retaliation on the basis of Plaintiff's protected complaints.” Compl. ¶ 45.
Plaintiff's discrimination claims are not based on sex.
II. Legal standard
Defendant moves to dismiss Plaintiff's state-law-based breach of contract claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, arguing Plaintiff has not and cannot set forth a viable breach of contract cause of action in this employment-based litigation. “A motion filed under Rule 12(b)(6) challenges the legal sufficiency of a complaint.” Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. 2009). The court measures the legal sufficiency by determining whether the complaint meets the Rule 8 standards for a pleading. Id. The Supreme Court considered the issue of well-pleaded allegations, explaining the interplay between Rule 8(a) and Rule 12(b)(6) in Bell Atlantic Corp. v. Twombly:
Federal Rule of Civil Procedure 8(a)(2) requires only “a short and plain statement of the claim showing that the pleader is entitled to relief,” in order to “give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.” While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the “grounds” of his “entitle[ment] to relief” requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level . . .550 U.S. 544, 555 (2007) (internal citations omitted); see also Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (“A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” (citing Twombly, 550 U.S. at 556)). When considering a motion to dismiss, the court must accept as true all of the factual allegations contained in the complaint.” Erickson v. Pardus, 551 U.S. 89, 94 (2007). The court is also to “‘draw all reasonable inferences 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 Nemet Chevrolet, Ltd. v. Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir. 2009)). Although a court must accept all facts alleged in the complaint as true, this is inapplicable to legal conclusions, and “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678 (citation omitted). While legal conclusions can provide the framework of a complaint, factual allegations must support the complaint for it to survive a motion to dismiss. Id. at 679. Therefore, a pleading that provides only “labels and conclusions” or “naked assertion[s]” lacking “some further factual enhancement” will not satisfy the requisite pleading standard. Twombly, 550 U.S. at 555, 557. Further, the court “need not accept as true unwarranted inferences, unreasonable conclusions, or arguments.” E. Shore Mkts., Inc. v. J.D. Assocs., Ltd. P'ship, 213 F.3d 175, 180 (4th Cir. 2000). At bottom, the court is mindful that a complaint “need only give the defendant fair notice of what the claim is and the grounds upon which it rests.” Coleman v. Md. Ct. of Apps., 626 F.3d 187, 190 (4th Cir. 2010) (internal quotation marks omitted).
III. Analysis
The only issue before the court at this time is whether Plaintiff's breach of contract cause of action passes muster pursuant to Rule 12(b)(6). Plaintiff's breach of contract claim is set out as follows:
41. Plaintiff reiterates each and every allegation in the previous paragraphs as if set forth verbatim herein.
42. Plaintiff and Defendant entered into a binding and valid contract whereby Defendant offered Plaintiff employment. Plaintiff accepted the offer of employment and agreed to fulfill the duties of her position in exchange for valuable consideration, her salary, as well as Defendant's guarantees that she would be protected from discrimination and other illegal acts.
43. Defendant maintains an employment handbook and its own policies and procedures.
44. At all times during the course of her employment, Plaintiff relied on the promises contained in Defendant's handbook, policies and procedures, and governing documents.
45. Defendant breached its employment contract with Plaintiff and its own policies and procedures by failing to protect Plaintiff from the actions of her Caucasian supervisors, to include retaliation on the basis of Plaintiff's protected complaints.Compl. ¶¶ 42-43.
Defendant seeks Rule 12(b)(6) dismissal on the grounds that the Complaint does not assert a plausible claim for breach of contract that altered Plaintiff's at-will employee status and that the documents on which Plaintiff relies do not create mandatory contractual terms under South Carolina law. Both parties at least implicitly acknowledge that South Carolina substantive law applies to this claim. Generally, a plaintiff states a breach of contract by pleading the following elements: (1) the existence of a contract; (2) its breach; and (3) damages caused by the breach. Fuller v. E. Fire & Cas. Ins. Co., 124 S.E.2d 602, 610 (S.C. 1962).
Here, no party alleges the existence of a formal written contract for employment between the parties, nor does either party claim that a unilateral employment agreement did not exist between them. As the Supreme Court of South Carolina recently found in deciding a certified question:
All at-will employment relationships, whether they are memorialized in a written contract stipulating the at-will nature of the employment or orally formed simply out of circumstance, are contractual relationships. When an employer offers to pay an employee to perform a service for a price and the employee performs that service, a contract is formed. Of course, our recognition that at-will relationships are contractual does not alter the established rule allowing an employer to discharge an at-will employee for any reason without incurring liability.Hall v. UBS Fin. Servs. Inc., 866 S.E.2d 337, 341-42 (S.C. 2021) (emphasis added).
As this court has noted (and both parties generally acknowledge), “an at-will employee may be terminated at any time for any reason or for no reason, with or without cause, subject to narrow exceptions and prohibitions against illegal discrimination.” Acosta v. Hilton Worldwide, No. 4:15-CV-00495-RBH, 2015 WL 5231730, at *3 (D.S.C. Sept. 8, 2015) (citing Stiles v. Am. Gen. Life Ins. Co., 516 S.E.2d 449, 450 (S.C. 1999); Grant v. Mount Vernon Mills, Inc., 634 S.E.2d 15, 19 (S.C. Ct. App. 2006)). The real issue here, then, is whether Plaintiff's Complaint plausibly pleads one of the narrow exceptions that can alter the at-will relationship between Plaintiff and Defendant such that Plaintiff's discharge could be actionable under South Carolina law concerning employment relationships. As summarized by United States District Judge J. Michelle Childs,
“[T]o alter an employee's at-will status under South Carolina law, a contract . . . must limit either the duration of the employment or the employer's right to terminate the employee.” Weaver v. John Lucas Tree Expert Co., No. 2:13-vb-01698-PMD, 2013 WL 5587854, at *6 (citing Wadford v. Hartford Fire Ins. Co., No. 3:87-2872-15, 1988 WL 492127, at *4 (D.S.C. Aug. 11, 1988); Lord v. Kimberly-Clark Corp., 827 F.Supp.2d 598, 602-05 (D.S.C. 2011)). “In sum, to survive [a motion to dismiss] with respect to [a] breach of contract claim, [a plaintiff-employee] needs to have set forth sufficient factual allegations in [her c]omplaint to state a facially plausible claim that the [p]arties entered into a contract with terms of employment that limited the duration of the relationship or the right of termination or both.” Id. (citing Battle v. Nikanth, LLC, No. 2:13-543-PMD, 2013 WL 4874976, at *5 (D.S.C. Sept. 11, 2013)); accord Brailsford [v. Fresenius Med. Cntrs, LLC], 2015 WL 4459032, at *4 [(D.S.C. July 21, 2015)].Hall v. Fam. YMCA of Greater Aug., No. 1:17-CV-00337-JMC, 2017 WL 3158776, at *4 (D.S.C. July 25, 2017).
Both parties acknowledge that mandatory language in an employee handbook is one way a contract altering the at-will employment relationship may be entered. Def. Mem. 4; Pl. Mem. 5. See Hall, 2017 WL 3158776, at *4 (finding a contract may be established through a handbook that “sets out procedures binding on the employer” that apply to the employee and have not been appropriately disclaimed (citing Brailsford, 2015 WL 4459032, at *3)). South Carolina law requires that language in a handbook must “phrase[] the document's language in mandatory terms giving ‘rise to a promise, an expectation and a benefit' to an employee.” Nelson v. Charleston Cnty. Parks & Recreation Com'n, 605 S.E.2d 744, 747 (S.C. Ct. App. 2004) (citing Fleming v. Borden, Inc., 450 S.E.2d 589, 596 (S.C. 1994)). For example, “mandatory, progressive discipline procedures may constitute enforceable promises.” Hessenthaler v. Tri-County Sister Help, Inc., 616 S.E.2d 694, 698 (S.C. 2005). Mandatory, progressive discipline procedures typically provide that an employee may be fired only after certain steps are taken and create an expectation that employment is guaranteed for a specific duration. Id.
Defendant asserts Plaintiff has not set out with sufficient specificity what procedures or policies in the employee handbook allegedly alter the at-will relationship and give rise to a breach of contract claim. Def. Mem. 5-7 (citing several District of South Carolina cases in which employee's failure to provide details of mandatory language was fatal to his or her claims). Defendant also argues that, to the extent Plaintiff is relying on Defendant's anti-retaliation and anti-discrimination policies, “‘courts in this District have previously held that anti-discrimination and anti-retaliation policies found in most employee handbooks are insufficient to form a contract of employment necessary to overcome the at-will presumption.'” Reply 5 (quoting Smith v. Palmetto Dental Care, P.A., No. 7:17-cv-1043-AMQ-KFM, 2018 WL 3611368, at *3 (D.S.C. July 27, 2018)).
In opposing the motion Plaintiff argues she is “neither required nor mandated to present or plead specific language from Defendants' policies to sufficiently allege that a contract for employment existed between Plaintiff and Defendant[].” Pl. Mem. 6. Rather, Plaintiff submits, she need only “articulate facts that, when accepted as true, demonstrate she is entitled to relief.” Id. Plaintiff cites extensively to Judge Childs' decision in Hall, arguing it supports her argument that she was not required to provide copies of the handbook or policies to which she refers, nor was she required to provide more specifics as to the language. Pl. Mem. 6. In Hall, Plaintiff did not provide copies of the language or policies on which she relied. Rather, she provided some information about the substance of the policies. Judge Childs found as follows:
Defendant appears to argue that the court cannot accept an allegation of the existence of a handbook or allegations as to the details of provisions within it if the complaint fails to identify the handbook or fails to cite to specific provisions of the handbook or if the plaintiff fails to attach the handbook to the complaint. (See ECF No. 7-1 at 4-5; ECF No. 12 at 2). This argument was more clearly asserted at the motion hearing. Defendant has cited no legal authority supporting this view, aside from Iqbal's general proclamation that conclusory legal assertions should not be accorded the presumption of truth that is accorded well-pled factual allegations. In
deciding Rule 12(b)(6) motions, courts accept as true a complaint's allegations as to the terms of a purported contract when the allegations are factually sufficient (not mere conclusory legal assertions) and are not contradicted by a properly considered contract attached to the pleadings or to the Rule 12(b)(6) motion. See Lindquist v. Tanner, No. 2:11-3181, 2012 WL 3839235, at *3 (D.S.C. Sept. 4, 2012); Kaiser-Flores v. Lowe's Home Ctrs., Inc., No. 5:08-cv-45-V, 2009 WL 762198, at *4 (W.D. N.C. March 19, 2009). In the court's view, Plaintiff's allegations as to the existence of a handbook and the provisions within it are more than mere empty legal conclusions; they are well-pled factual assertions that the court must accept as true under Rule 12(b)(6) analysis.Hall. 2017 WL 3158776, at *5, n.4 (emphasis added). Plaintiff argues that she has alleged “specific provisions which applied to [her].” Pl. Mem. 6. The examples Plaintiff provides are that Defendant “assigned her extra duties and assignments, as well as placed her on a performance improvement plan despite her demonstrated success in the workplace” and that Defendant “failed to follow its own anti-discrimination and anti-retaliation policies with respect to Plaintiff.” Id.
As an initial matter, the court is unaware of any actionable contract claim that conceivable could arise as the result of Defendant's assigning Plaintiff extra work, nor does she cite any such law. That noted, however, the court cannot determine as a matter of law that Plaintiff's allegations regarding Defendant's handling of her performance improvement plan and Defendant's antidiscrimination and anti-retaliation policies, when read within the whole context of her Complaint, are insufficient for her to proceed to discovery. In recommending that Defendant's Motion to Dismiss be denied, the undersigned notes that this is a close call. However, at bottom, the court cannot, as a matter of law, determine that the policies at issue herein do not (or do) contain the mandatory language necessary for Plaintiff to proceed. This is so because the actual policies are not currently before the court. Cf. Eady v. Veolia Transp. Servs., Inc., 609 F.Supp.2d 540, 560 (D.S.C. 2009) (granting motion to dismiss breach of contract claim premised on antidiscrimination policy after reviewing in some detail the actual language of the policy). Here, Plaintiff did not provide them, although arguably she could have. Plaintiff did, however, reference Defendant's “guarantees that she would be protected from discrimination and other illegal acts” as part of her breach of contract claim. Compl. ¶ 42. Although Defendant seeks the court's ruling that its anti-discrimination and anti-retaliation policies could not, as a matter of law, alter the at-will relationship between it and Plaintiff, Defendant has not provided copies of the policies. Plaintiff's argument that the parties have not yet engaged in discovery is persuasive. Pl. Mem. 7 (arguing discovery is appropriate so that Plaintiff may have an “adequate opportunity to confirm” the validity of documents and to permit her “the opportunity to show through Discovery that Defendant entered into a binding contract with Plaintiff.”). Defendant's Motion should be denied.
In making this recommendation, the court notes that the pleaded allegations in the Hall case were somewhat more specific in that the plaintiff set out in more detail various procedures related to termination that she claimed were applicable to her. See Hall, 2017 WL 3158776, at *5 (finding the complaint allowed an inference that policies to which plaintiff generally referred could prevent plaintiff from being terminated in retaliation for reporting noncompliance with various federal and state regulations). The Hall court did not, however, find it necessary for the employee to cite to specific portions of the handbook or to attach the handbook to the complaint in order to survive a Rule 12(b)(6) challenge. Id. at *5 n.4.
The undersigned is of the opinion that Plaintiff has set sufficient allegations to make it appropriate for discovery to proceed as to the breach of contract claim. The documents that Plaintiff has alleged provide the basis of her breach of contract claim ought to be readily discoverable. The court offers no opinion at this juncture whether Plaintiff's claim can survive a motion for summary judgment. In any event, as discovery is now proceeding as to the federal claims, the court recommends the Rule 12(b)(6) motion be denied as to the breach of contract claim.
IV. Conclusion and recommendation
For the foregoing reasons, the undersigned recommends Defendant's Motion for Partial Dismissal, ECF No. 5, be denied.
IT IS SO RECOMMENDED.
The parties are directed to note the important information in the attached “Notice of Right to File Objections to Report and Recommendation.”