506 F.Supp.3d 73
D. Mass.2020Background
- Plaintiff Ana Flavia De Moura Lockwood worked for The Auto Shops, LLC d/b/a AllthingsJeep.com (ATJ) from June 2010 to August 2018, serving as director of operations and later general manager; she reported profits/losses to owner Todd Madeiros.
- Over time Lockwood’s compensation rose substantially; she alleges she was promised a post-sale bonus (ranging from 4–5% of sale price or specific dollar amounts) in exchange for her contributions and continued service.
- Multiple negotiations occurred: a 2017 purported promise ($250,000 if sold for $5,000,000 or maybe 5%); January 2018 Drake negotiations (text/phone offers and counteroffers about percentage vs. specific payouts); February 2018 follow-up calls (no written agreement); June 19, 2018 conference call about a $75,000 retention bonus tied to staying 4–6 months post-sale.
- ATJ was sold to Turn5 in August 2018 for $2,253,881.56 (with potential earn-out); Turn5 paid Lockwood a $75,000 retention bonus directly after the sale.
- Lockwood sued for breach of contract (Count I), quantum meruit/unjust enrichment (Count II), and quasi-/implied contract (Count III) seeking a 4–5% bonus; the court considered Defendants’ motion for summary judgment and granted it in full.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an enforceable bonus contract | Lockwood says parties agreed a bonus would be paid (4–5% or set amounts) and terms were for jury to decide | Madeiros/ATJ say no meeting of the minds: material terms (amount, timing, conditions) were indefinite or never agreed | No enforceable contract — summary judgment for defendants (terms too indefinite) |
| Breach of any alleged oral agreement | Lockwood says she relied on promises and fulfilled duties entitling her to bonus | Defendants say no definite agreement existed to breach; many offers were unaccepted or countered | No breach found because no binding contract existed |
| Unjust enrichment / quantum meruit | Lockwood contends her services/sweat equity increased company value and Defendants would be unjustly enriched if not required to pay | Defendants argue she received regular compensation, cannot quantify a measurable, distinct benefit tied to the sale, and performed no sale-specific services beyond normal duties | Claims fail — plaintiff cannot show a measurable, quantifiable benefit conferred in relation to the sale or reasonable expectation of additional compensation |
| Implied (quasi) contract / estoppel | Lockwood argues conduct and negotiations implied a contractual commitment or estoppel should bar denial | Defendants argue negotiations and changing proposals show no unqualified offer; no reasonable expectation of particular terms | No implied contract; as a matter of law plaintiff could not reasonably expect committed terms — summary judgment for defendants |
Key Cases Cited
- Carroll v. Xerox Corp., 294 F.3d 231 (1st Cir. 2002) (summary judgment standard)
- Sensing v. Outback Steakhouse of Fla., LLC, 575 F.3d 145 (1st Cir. 2009) (genuine issue/material fact principles on summary judgment)
- Calero-Cerezo v. U.S. Dep’t of Justice, 355 F.3d 6 (1st Cir. 2004) (materiality in summary judgment context)
- Massachusetts Eye & Ear Infirmary v. QLT Phototherapeutics, Inc., 552 F.3d 47 (1st Cir. 2009) (elements of unjust enrichment)
- Nardone v. LVI Servs., Inc., 94 Mass. App. Ct. 326 (Mass. App. Ct. 2016) (quantum meruit elements and measure of restitution)
- Santagate v. Tower, 64 Mass. App. Ct. 324 (Mass. App. Ct. 2005) (definition and elements of unjust enrichment)
- Beacon Wool Corp. v. Johnson, 331 Mass. 274 (Mass. 1954) (bonuses as gratuities; absence of agreement negates contractual obligation)
- Depianti v. Jan-Pro Franchising Int'l, Inc., 39 F. Supp. 3d 112 (D. Mass. 2014) (reasonable-expectation test for payment in quantum meruit)