IRENE SPERIDAKOS v. STATE STREET CORPORATION (2026)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff, Irene Speridakos, appeals from a Superior Court judge's entry of summary judgment in favor of the defendant, State Street Corporation (State Street), on her claims for wrongful termination, breach of the implied covenant of good faith and fair dealing, and violation of the Wage Act, G. L. c. 149, § 148 (Wage Act). We affirm.

Background. We recount the facts in the light most favorable to the nonmoving party, here Speridakos. Reilly v. Associated Press, 59 Mass. App. Ct. 764, 765 (2003), citing Dulgarian v. Stone, 420 Mass. 843, 847 (1995).¹

In 2007, Speridakos joined State Street, a Boston-based financial services company, when it acquired Investors Bank & Trust. Speridakos was a Senior Vice President who interfaced with institutional clients and was responsible for negotiating and implementing fee schedules. One of the ways State Street was compensated for its services to clients was through “out-of-pocket” expenses, the purpose of which was to recover the actual cost of a service provided to the client without making a profit. One such category of expense was interbank messages sent via the Society of Worldwide Interbank Financial Telecommunication system (SWIFT messages). State Street's fee agreements typically provided that clients would pay for the actual overhead expense of SWIFT messages, which originally cost five dollars each. Over time, State Street's per-message overhead expense declined, but it continued to charge some clients the initial, higher message fees, thereby turning a profit from each message. Many State Street clients were unaware that they were paying more than the actual cost of the SWIFT messages as they were typically invoiced for the total amount owed without an expense breakdown.

In the summer of 2015, State Street began an internal investigation, through outside counsel, into its practice of overcharging clients for SWIFT messages. In December 2015, State Street disclosed its overcharging issue to State and Federal regulators. Shortly after this disclosure, the United States Department of Justice (DOJ) began its own investigation of State Street's SWIFT message charging practices. In December 2015, the DOJ requested that State Street not interview former employees until the DOJ investigation was finished. While the investigation was ongoing, sometime around May 2016, State Street formed a committee to assist in making decisions about employees potentially involved in overcharging clients. Counsel for State Street conducted a series of employee interviews and reviewed documents. Speridakos was interviewed on two occasions: in December 2015 and May 2016. Based on e-mail messages, State Street concluded that Speridakos had knowledge of the overcharging but failed to report it, and suspended the vesting of her deferred compensation pending further investigation into whether her conduct met the standard for “malus forfeiture.” The suspension of the plaintiff's vesting, along with twenty-five other employees, was subject to State Street's conclusion of its full internal investigation.

With the information uncovered in the internal investigation, the State Street committee was tasked with determining disciplinary consequences for employees involved in the practice of overcharging. The committee reviewed the conduct of ninety-nine then-current employees, including Speridakos. Following the review, the committee recommended that State Street terminate the employment of nineteen employees, Speridakos among them, while issuing lesser disciplinary actions to fifteen employees.² Sixty-four employees received no disciplinary action.

Meanwhile, the DOJ investigation continued through 2022. Adhering to the DOJ's request, State Street did not interview former employees in the interim. Upon the completion of the DOJ investigation, State Street contacted former employees who had not yet been interviewed and “provided them with an opportunity to be interviewed” regarding the overcharging practice. State Street concluded its internal investigation in June 2022. In October and November of 2022, State Street convened a panel of senior executives to make determinations regarding employees’ deferred compensation. The panel ultimately released Speridakos's deferred compensation to her.

Discussion. We review the allowance of a motion for summary judgment de novo. See Banevicius v. Barnstable, 497 Mass. 585, 590 (2026). Summary judgment is appropriate if, “[v]iewing the evidence in the light most favorable to the party against whom summary judgment entered, ․ there is no material issue of fact in dispute and the moving party is entitled to judgment as a matter of law” (quotation and citation omitted). Id.

Speridakos advances three arguments in support of her claim that summary judgment entered improperly. First, she argues that her wrongful termination claim does not fail as a matter of law because her termination was against public policy. Next, she argues that there was a genuine dispute of material fact as to State Street's good faith, and, therefore, her claim for breach of the covenant of good faith and fair dealing should have survived summary judgment. Finally, she argues that her Wage Act claim did not fail as a matter of law because her deferred compensation qualifies as a wage for the purposes of the act since it would have vested but for State Street's lack of good faith.

1. Wrongful termination claim. We turn first to Speridakos's argument that her termination was against public policy. “An employer is entitled to terminate an employee for any reason, or no reason, ․ provided public policy is not violated thereby.” White v. Blue Cross & Blue Shield of Mass., 442 Mass. 64, 76 (2004) (Cowin, J., dissenting). Public policy exceptions to the general at-will employment rule are narrowly construed and fall into four categories. See Meehan v. Medical Info. Tech., Inc., 488 Mass. 730, 732-733 (2021). These exceptions are limited to situations in which an employee is (1) asserting a legally guaranteed right, (2) doing what the law requires, (3) refusing to do what the law forbids, or (4) performing important public deeds. See id. at 733. Here, Speridakos does not attempt to identify how her pretermination conduct fell within one of these four exceptions. Instead, she invites us to extend the public policy exception to protect employees who are terminated by employers purportedly seeking to avoid or procure a favorable outcome in a criminal investigation of their own conduct, where the employee is not culpable.

We decline the invitation. See Meehan, 488 Mass. at 733, and cases cited (justification for exception found in employee conduct rather than employer subjective intent). We note, however, that Speridakos's claim would fail even under her own proposed rule as she admittedly participated in the overcharging scheme. Her claim amounts to the assertion that the overcharging issue was endemic to the company and that other employees were wrongfully retained despite participating in the same unlawful scheme as she. This fails to meet the standard for the public policy exception to the at-will employment rule.

2. Breach of the implied covenant of good faith and fair dealing. We turn next to Speridakos's argument that State Street breached the implied covenant of good faith and fair dealing by suspending the vesting of her deferred compensation. “[E]very contract in Massachusetts is subject to an implied covenant of good faith and fair dealing.” Robert & Ardis James Found. v. Meyers, 474 Mass. 181, 188 (2016). Under the covenant, “neither party shall do anything that will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract” (citation omitted). Id. at 189. “A breach occurs when one party violates the reasonable expectations of the other.” Chokel v. Genzyme Corp., 449 Mass. 272, 276 (2007). “[T]he plaintiff has the burden of proving a lack of good faith,” which “can be inferred from the totality of the circumstances” (citation omitted). Robert & Ardis James Found., supra.

To make out such a claim in the employment context, a plaintiff must generally show that the termination was made in bad faith. See Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 385, cert. denied sub nom. Globe Newspaper Co. v. Ayash, 546 U.S. 927 (2005). Here, Speridakos argues State Street's conclusion that she engaged in wrongdoing was made in bad faith and therefore so was her termination. Speridakos conceded, however, that State Street did not terminate her for the purpose of withholding her deferred compensation. See York v. Zurich Scudder Invs., Inc., 66 Mass. App. Ct. 610, 616 (2006), citing Fortune v. National Cash Register Co., 373 Mass. 96, 104-105 (1977) (“where an employer has acted to deprive an employee of a commission due, or about to be due, and to benefit financially at the employee's expense, the employee may recover compensation for work performed”). Rather, Speridakos claims that State Street acted in bad faith by making her a scapegoat in order to avoid harsher penalties from the DOJ investigation. But Speridakos cites no authority supporting this extension of the doctrine in the employment context, nor have we found any. See Ayash, supra (“There is no general duty on the part of an employer to act ‘nicely’ ”).

Furthermore, even viewed in the light most favorable to Speridakos, the evidence she cites supports the conclusion not that State Street lacked good faith in terminating her employment, but rather that it had good cause to do so. See York, 66 Mass. App. Ct. at 617 (“good cause to discharge an employee would tend to negate the existence of bad faith in the decision to discharge an employee”). It is undisputed that Speridakos was aware of the overcharging issue and did not believe it was improper for State Street to profit from out-of-pocket expenses. She similarly knew it was a violation of State Street's standards of conduct to knowingly engage in overcharging. Viewing Speridakos's conduct in the context of the undisputed facts, we cannot conclude, as she maintains we must, that her conduct was “beyond reproach.” See id., and cases cited (existence of culpable or inappropriate behavior constitutes good cause).

We are similarly unpersuaded by Speridakos's argument that, by suspending the vesting of her deferred compensation in 2016, shortly before it was set to vest, and then failing to end the suspension until 2022, State Street breached the implied covenant of good faith and fair dealing. This delay, she argues, is evidence of State Street's bad faith because there was no active investigation pending and State Street was already in possession of all of the information it needed to determine whether her benefits should be forfeited. But Speridakos ignores the fact that the undisputed terms of her deferred compensation benefit gave State Street the right to suspend its vesting pending an investigation into Speridakos's conduct. Although she minimizes her conduct on appeal, the undisputed facts show that State Street had grounds to investigate the extent of Speridakos's involvement in the overcharging scheme. It is also undisputed that the DOJ asked State Street not to interview former employees while its investigation was ongoing. Honoring this request impeded State Street's ability to complete its internal investigation by not interviewing former employees until 2022, when the DOJ informed State Street that its investigation was concluded. Finally, Speridakos does not point to any evidence suggesting State Street knew the outcome of the DOJ investigation or what its former employees might reveal in interviews. The record supports the entry of summary judgment on this claim.

3. Wage Act claim. Last, we turn to Speridakos's argument that State Street violated the Wage Act, which relies on her argument that her deferred compensation would have vested but for State Street's bad faith. For compensation to qualify as a “wage” under the Wage Act, it must be “presently -- not just prospectively or potentially -- due to be paid by the employer.” Calixto v. Coughlin, 481 Mass. 157, 161 (2018). Having concluded that there was no breach of the implied covenant of good faith and fair dealing in State Street's decision to suspend the vesting of Speridakos's compensation, we also conclude that the compensation in question was not “due” until 2022. Because it was not “due,” it was not a “wage” subject to the Wage Act. Summary judgment on this claim was therefore appropriate.

Judgment affirmed.

FOOTNOTES

1.   The plaintiff and the defendant entered a consolidated statement of undisputed facts for summary judgment.

2.   The plaintiff received notice that State Street was suspending the vesting of her deferred compensation on May 13, 2016. Her employment was terminated on July 25, 2016.