Shonia Monteiro v. Optimus Health Care (2014)

MEMORANDUM OF DECISION

On October 25, 2013, the plaintiff, Shonia Monteiro, filed the five-count amended complaint in this action against the defendant, Optimus Health Care, a Bridgeport, Connecticut Community Health Center.   In her amended complaint, the plaintiff alleges the following facts.   The plaintiff applied for a position with and was interviewed by the defendant.   At the interview, the defendant stated that the plaintiff would have the summer months off and would not have to work a night shift.   On or about January 29, 2010, the defendant offered employment to the plaintiff, and in doing so, informed the plaintiff that her annual salary would be $48,006.40 and that her employment would be for a definite duration of at least two years.   The plaintiff accepted this offer and resigned from her position as a teaching assistant.   After commencing employment, the plaintiff's salary and work schedule differed from what the defendant had represented.   The plaintiff raised these issues to the defendant, and the defendant subsequently terminated the plaintiff's employment under the subterfuge that the plaintiff violated the defendant's policies.   Counts one through five of the plaintiff's amended complaint allege claims of negligent misrepresentation, intentional misrepresentation, unjust enrichment, promissory estoppel, and breach of contract, respectively, against the defendant.   The plaintiff seeks money damages, back pay, front pay, and such other relief as the court may deem appropriate.

The defendant has filed a motion to strike all five counts of the plaintiff's amended complaint.

“The purpose of a motion to strike is to contest ․ the legal sufficiency of the allegations of any complaint ․ to state a claim upon which relief can be granted.”  (Internal quotation marks omitted.)  Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).  “[I]t is fundamental that in determining the sufficiency of a complaint challenged by a defendant's motion to strike, all well ․ pleaded facts and those facts necessarily implied from the allegations are taken as admitted ․ The role of the trial court in ruling on a motion to strike is to examine the [complaint], construed in favor of the [plaintiff], to determine whether the [pleading party has] stated a legally sufficient cause of action.”  (Citation omitted;  internal quotation marks omitted.)  Coe v. Board of Education, 301 Conn. 112, 116–17, 19 A.3d 640 (2011).  “If any facts provable under the express and implied allegations in the plaintiff's complaint support a cause of action ․ the complaint is not vulnerable to a motion to strike.”  Bouchard v. People's Bank, 219 Conn. 465, 471, 594 A.2d 1 (1991).  “A motion to strike admits all facts well pleaded;  it does not admit legal conclusions or the truth or accuracy of opinions stated in the pleadings.”  (Emphasis omitted;  internal quotation marks omitted.)  Faulkner v. United Technologies Corp., 240 Conn. 576, 588, 693 A.2d 293 (1997).

NEGLIGENT MISREPRESENTATION

In count one of her amended complaint, the plaintiff alleges that the defendant negligently made misrepresentations to the plaintiff concerning the position, specifically relating to work schedule and annual salary.   The plaintiff alleges that the defendant knew or should have known that these representations were false, and that the plaintiff would reasonably and justifiably rely on them.   The plaintiff alleges that she subsequently accepted the employment offer and resigned from another job.   The defendant moves to strike this count because the plaintiff has failed to sufficiently allege facts showing that the defendant knew or should have known that its alleged statements were false.   Additionally, the defendant contends that the plaintiff has failed to allege facts to show that her reliance on the alleged statements was reasonable.   The defendant's argument relies heavily on the theory that an at-will employee cannot reasonably rely on employer promises.

“Our Supreme Court has long recognized liability for negligent misrepresentation.  [It has] held that even an innocent misrepresentation of fact may be actionable if the declarant has the means of knowing, ought to know, or has the duty of knowing the truth ․ The governing principles are set forth in similar terms in § 552 of the Restatement Second of Torts (1977):  One who, in the course of his business, profession or employment ․ supplies false information for the guidance of others in their business transactions, is subject to liability for pecuniary loss caused to them by their justifiable reliance upon the information, if he fails to exercise reasonable care or competence in obtaining or communicating the information.”  (Internal quotation marks omitted.)  Savings Bank of Manchester v. Ralion Financial Services, Inc., 91 Conn.App. 386, 389–90, 881 A.2d 1035 (2005).   Accordingly, “an action for negligent misrepresentation requires the plaintiff to establish (1) that the defendant made a misrepresentation of fact (2) that the defendant knew or should have known was false, and (3) that the plaintiff reasonably relied on the misrepresentation, and (4) suffered pecuniary harm as a result.”  Nasami v. Patrons Mutual Ins. Co., 280 Conn. 619, 626, 910 A.2d 209 (2006).

The plaintiff argues that it is sufficient that she pleaded that the statements made were misrepresentations and that the defendant knew or should have known that they were false.   The defendant contends that these allegations are not specific enough to survive a motion to strike, but the defendant misses the mark on the standard for a motion to strike.   Specifically, the defendant disregards the concept that all well-pleaded facts are taken as admitted at the motion to strike stage.   See Coe v. Board of Education, supra, 301 Conn. 116–17.   A strict reading of the pleadings might lend itself to a decision in the defendant's favor on the first two parts of the negligent misrepresentation test, but this court is guided by a liberal pleading standard.  “[T]he case law in numerous jurisdictions suggests that courts liberally construe pleadings in a way so as to sustain such a claim, particularly where the allegations in a complaint indicate, on their face, that an employer failed to exercise reasonable care in making representations to an employee on which the employee relied to his detriment.”  D'Ulisse–Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 219–20, 520 A.2d 217 (1987).   In the present case, the plaintiff has alleged that the defendant employer failed to exercise reasonable care in making the misrepresentations in question, and a reading consistent with Supreme Court jurisprudence indicates that such allegations have been sufficiently pleaded.

The remainder of the defendant's substantive argument on the negligent misrepresentation claim focuses on the theory that the plaintiff could not reasonably rely on the defendant's representations as an at-will employee.  “In Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary.   Employment at will grants both parties the right to terminate the relationship for any reason, or no reason, at any time without fear of legal liability.”  Thibodeau v. Design Group One Architects, LLC, 64 Conn.App. 573, 577, 781 A.2d 363 (2001).   Citing at-will employment case law, the defendant contends that “the plaintiff's reliance on the [statement] ․ was not justifiable ․ [when the employer] reserved unfettered discretion to end the employment relationship at any time.”   (Citation omitted;  internal quotation marks omitted.)  Desrosiers v. Diageo North America, Inc., 137 Conn.App. 446, 459, 49 A.3d 233, cert. granted, 307 Conn. 916, 54 A.3d 180 (2012) (citing Petitte v. DSL.net, Inc., 102 Conn.App. 363, 373, 925 A.2d 457 (2007)).

The defendant's interpretation of the case law is correct, but it incorrectly assumes that the contract between it and the plaintiff was actually at-will.   As discussed by the Desrosiers court, an at-will employee is at the mercy of her employer's discretion to end employment at any time.   See Desrosiers v. Diageo North America, Inc., supra, 137 Conn.App. 459.   In the present case, however, the plaintiff clearly alleges in paragraph three of count five of the amended complaint that the defendant promised employment for a “definite duration of at least two years.”   Reading the pleadings in the light most favorable to the plaintiff, such an allegation takes the contract out of at-will employment for the first two years of the plaintiff's employment, and the plaintiff could thus have reasonably relied on such representations when they were made.   As for the final part of the negligent misrepresentation test, the suffering of pecuniary harm, it is sufficient that the plaintiff alleges that she lost her job as a result of challenging the defendant for its alleged misrepresentations.   For these reasons, the defendant's motion to strike count one is denied.

II

INTENTIONAL MISREPRESENTATION

In count two of her amended complaint, the plaintiff alleges a claim of intentional misrepresentation.   These misrepresentations related to the same work schedule and annual salary statements alleged to have been negligently made in count one of the amended complaint.   The plaintiff specifically alleges that the defendant intentionally made these misrepresentations, that the defendant knew they were false, that she was induced to act upon them, and that she did act upon the false representations to the point of being injured.   The defendant moves to strike this count of the complaint on the ground that the plaintiff has failed to allege facts that would indicate that the defendant made a false statement or that it knew the statement to be false.

The essential elements for a cause of action in intentional or fraudulent misrepresentation are that:  “(1) a false representation was made as a statement of fact;  (2) it was untrue and known to be untrue by the party making it;  (3) it was made to induce the other party to act upon it;  and (4) the other party did so act upon that false representation to his injury.”   (Internal quotation marks omitted.)  Sturm v. Harb Development, LLC, 298 Conn. 124, 142, 2 A.3d 859 (2010).

The defendant's argument centers on the first two elements of the intentional misrepresentation test, specifically that the plaintiff has failed to indicate falsity in the statements and knowledge of that falsity on the part of the defendant.   The defendant's argument might have some merit at a later stage of the proceeding, but it is significant to again note that this is the defendant's motion to strike, where “all well-pleaded facts and those facts necessarily implied from the allegations are taken as admitted” and the pleadings must be “construed in favor of the [plaintiff].”  (Internal quotation marks omitted.)  Coe v. Board of Education, supra, 301 Conn. 117.   Moreover, a complaint will not be vulnerable to a motion to strike “[i]f any facts provable under the express and implied allegations in the plaintiff's complaint support a cause of action ․” Bouchard v. People's Bank, supra, 219 Conn. 471;  see also Santorso v. Bristol Hospital, 308 Conn. 338, 349, 63 A.3d 940 (2013) (motion must be denied where provable facts support a cause of action).   In the present case, the plaintiff has specifically pleaded in paragraph four of count two that the defendant “intentionally made misrepresentations” and that the defendant “knew that such representations ․ were false and inaccurate and that Plaintiff would reasonably and justifiably rely on such representations.”   Given the standard of “provable facts” in Bouchard and Santorso, these allegations that the representations were false and that the defendant knew them to be false are sufficient because they could be proven through more discovery.

As for the remainder of the test for intentional misrepresentation, the plaintiff has sufficiently pleaded that the statements were made to induce action and that she acted upon the false representations to her injury.   At the end of paragraph four of count two, the plaintiff alleges that the defendant knew that the representations were false “and that Plaintiff would reasonably and justifiably rely on such representations.”   This is a specific allegation that the defendant made the representations in order to induce action on the plaintiff's part, and the plaintiff is certainly capable of proving this in the course of litigation.   The final part of the test is satisfied by the plaintiff's allegation that she did accept the offer of employment, and by the allegation that she was terminated for confronting the defendant for its misrepresentations.   Given the nature of a motion to strike, both the third and fourth parts of the intentional misrepresentation test are satisfied.   For these reasons, the defendant's motion to strike count two is denied.

III

UNJUST ENRICHMENT

In count three of her amended complaint, the plaintiff alleges that the defendant was unjustly enriched by accepting the plaintiff's services and failing to pay the plaintiff the true and accurate value of those services, and that this failure to pay has been to the plaintiff's detriment.   The defendant moves to strike this count on the ground that the lack of a remedy under a contract is required in a claim for unjust enrichment, and the complaint does not speak to the existence, or lack thereof, of a remedy under the contract.

“Plaintiffs seeking recovery for unjust enrichment must prove (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs' detriment.”  (Internal quotation marks omitted.)  Hartford Whalers Hockey Club v. Uniroyal Goodrich Tire Co., 231 Conn. 276, 283, 649 A.2d 518 (1994).   Count three of the complaint specifically includes allegations that the defendant benefited by accepting the plaintiff's services, that the defendant did not pay the plaintiff the true value of those services, and that this failure to pay has been to the plaintiff's detriment.   Given that the standard on a motion to strike is whether the alleged facts are provable to support a cause of action, the plaintiff has satisfied this test.

The crux of the defendant's argument on the third count is that there needs to be a lack of a remedy under the contract to recover based on unjust enrichment, and that the plaintiff has failed to allege the lack of a remedy under contract.   The defendant relies on the Supreme Court case of Gagne v. Vaccaro, 255 Conn. 390, 401, 766 A.2d 416 (2001), for the proposition that “lack of a remedy under the contract is a precondition for recovery based upon unjust enrichment.”   The defendant's reliance on Gagne is not misplaced, but it fails to recognize that Gagne does not address the standard for pleadings.

Although there is a split of trial court authority on whether the plaintiff is required to plead the lack of a remedy under a contract, this court finds persuasive the reasoning of the courts that do not require such a pleading.   In Bonito Manufacturing, Inc. v. Criscuolo, Superior Court, judicial district of Waterbury, CV–10–6010297–S (August 27, 2012, Dubay, J.), the defendant moved to strike an unjust enrichment claim on the grounds that there was no allegation of a contract and that there was no allegation that no remedy existed under contract law.   The court denied the motion to strike, reasoning that, “parties are not required to allege the existence of a contract to recover under an unjust enrichment claim ․” Id. The court continued, noting that despite the Gagne court's holding, “[the defendant] has not pointed to any appellate authority which requires a party to explicitly plead the lack of remedy under the law.”  Id. The defendant in the present case has likewise failed to cite to any appellate authority specifically requiring plaintiffs to allege the lack of a remedy under the contract in question.   As a result, this court finds that the plaintiff's pleading in count three is sufficient to support a cause of action for unjust enrichment, and the motion to strike count three is denied.

IV

PROMISSORY ESTOPPEL

In count four of her amended complaint, the plaintiff alleges a claim of promissory estoppel against the defendant based on the defendant's representations to the plaintiff regarding work schedule and annual salary.   The plaintiff further alleges that the defendant reasonably expected that these representations would induce action, and that the defendant's representations did actually induce action in that she resigned from her previous employment to accept the defendant's offer of employment.   The defendant moves to strike on the ground that the plaintiff has failed to allege facts showing the existence of a clear and definite promise and that reliance on any such promise was unreasonable.   The defendant again focuses on the contention that the plaintiff's employment with the defendant was at-will.

“Section 90 of the Restatement Second states that under the doctrine of promissory estoppel ‘[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise.’   A fundamental element of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.”   D'Ulisse–Cupo v. Board of Directors of Notre Dame High School, supra, 202 Conn. 213.   The three-part test for promissory estoppel is, thus, a clear and definite promise, reasonable reliance on that promise, and the inducement of action based on that promise.

The defendant's first contention is that no clear and definite promise was alleged by the plaintiff in count four.   The problem with the defendant's argument is that paragraphs four and five of count four specifically articulate representations made to the plaintiff about not working summers or night shifts, and about her expected annual salary.   The defendant cites Stewart v. Cendant Mobility Services Corp., 267 Conn. 96, 105, 837 A.2d 736 (2003), for the proposition that these statements lack the “clarity and definiteness” required to bind the defendant.   Again, the defendant is disregarding the motion to strike standard of construing the pleadings in favor of the plaintiff and admitting all well-pleaded facts as true.   If the plaintiff could possibly prove that these promises were made, there would be a cause of action in promissory estoppel because not working summers or nights, and getting paid a certain amount, are certainly clear and definite promises.   Because these representations, if actually made, support a cause of action, the plaintiff has succeeded at alleging a clear and definite promise.

The remainder of the defendant's motion to strike count four centers on the theory that the plaintiff could not have reasonably relied on the promise because she was an at-will employee.   As discussed earlier, the definition of an at-will employee is one whose employment could be terminated by the employer at any time.   See Desrosiers v. Diageo North America, Inc., supra, 137 Conn.App. 459.   Here, the plaintiff clearly alleges in paragraph three of count five of the amended complaint that the defendant promised employment for a “definite duration of at least two years.”   As this court is required to read the pleadings in the light most favorable to the plaintiff, it is evident that this allegation of definite duration negates the ability of the defendant to claim at-will employment at this stage of the proceedings.   The plaintiff thus could have reasonably relied on such representations when they were made.   The final part of the test requires the plaintiff to plead that there was actual reliance on that promise, and the plaintiff has sufficiently done that by alleging that she left her previous employment for employment with the defendant.   As a result, the defendant's motion to strike count four is denied.

V

BREACH OF CONTRACT

In count five of her amended complaint, the plaintiff alleges that the parties entered into an employment contract where the plaintiff would receive an annual salary of $48,006.40 and where the employment would be for a definite duration of at least two years.   The plaintiff further alleges that the defendant breached the contract by not paying the plaintiff's promised salary and improperly terminating the plaintiff's employment.   The defendant moves to strike this count on the ground that, as argued with respect to previous counts, the plaintiff's employment was at-will and thus could be terminated at any time.

“The rules governing contract formation are well settled.   To form a valid and binding contract in Connecticut, there must be a mutual understanding of the terms that are definite and certain between the parties ․ If the minds of the parties have not truly met, no enforceable contract exists.”  (Internal quotation marks omitted.)  Duplissie v. Devino, 96 Conn.App. 673, 688, 902 A.2d 30, cert. denied, 280 Conn. 916, 908 A.2d 536 (2006).   It is well established that “[i]n Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary.”   (Internal quotation marks omitted.)  Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 697, 802 A.2d 731 (2002).  “Pursuant to traditional contract principles ․ the default rule of employment at will can be modified by agreement by the parties ․ [T]he plaintiff [has] the burden of proving by a fair preponderance of the evidence that [the employer] had agreed, either by words or action or conduct, to undertake [some] form of actual contract commitment to [her] under which [s]he could not be terminated without just cause.”  (Citation omitted;  internal quotation marks omitted.)   Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1, 15, 662 A.2d 89 (1995).  “[T]he employment at-will rule will not apply when the employer and employee have expressly agreed, subject to traditional contract formation principles, that employment will be for a specified duration or term.”  (Internal quotation marks omitted.)  Cruz v. Visual Perceptions, LLC, 136 Conn.App. 330, 339, 46 A.3d 209 (2012) (citing S. Harris, 14 Connecticut Practice Series:  Connecticut Employment Law (2005) § 1.2, p. 3).

Reading the pleadings in the light most favorable to the plaintiff, it is clear that the plaintiff has sufficiently alleged a breach of contract.   The plaintiff alleges a mutual understanding of the terms in that she alleges that the promises were made by the defendant and that she accepted the offer of employment based on those representations.   The plaintiff also specifically alleges definite and certain terms of the contract, as required by Duplissie, in the allegations that the defendant promised a specific annual salary and employment for a definite duration of two years.   Also, as discussed with respect to prior counts, such a promise of employment for a definite duration is enough for the court to find at the motion to strike stage that employment was not at-will.   Under Cruz, it is not employment at-will when the employer and employee expressly agree to employment for a specified duration.   See Cruz v. Visual Perceptions, LLC, supra, 136 Conn.App. 339.   The agreement between the plaintiff and the defendant in the present case may have been at-will, and the defendant certainly has the opportunity to prove that in discovery.   At the motion to strike stage, however, where the pleadings are construed in favor of the plaintiff, an allegation that the contract was for a definite duration of two years is enough to evade the legal trappings of at-will employment.   As a result, the plaintiff has sufficiently alleged a claim of breach of contract, and the defendant's motion to strike count five is denied.

For the foregoing reasons, the defendant's motion to strike the plaintiff's amended complaint is denied as to all five counts.

GILARDI, J.

Gilardi, Richard P., J.T.R.