253 F. Supp. 3d 342
D. Mass.2017Background
- Suzuki, a medical-device consultant, accepted an Abiomed offer (April 2010) to become VP of Asia, quitting his business and relocating to the U.S.; compensation included salary/bonus/commissions and up to 45,000 performance shares tied to specific Japanese regulatory/reimbursement milestones.
- Performance shares: 10,000 upon PMDA submission, 20,000 upon PMDA approval for general use, and 15,000 upon approval of targeted reimbursement; awards required continued employment when milestones were achieved.
- Suzuki alleges he performed the bulk of the work to secure Japan approval (lobbying, meetings, establishing subsidiary), and by early 2015 had nearly secured PMDA support such that approval was likely.
- After PMDA feedback made approval likely and Abiomed’s stock value rose, Abiomed allegedly sought to amend Suzuki’s compensation to eliminate or reduce his equity/commission rights; Suzuki refused and was terminated without cause on June 18, 2015.
- Approval for general use later issued on September 27, 2016; Suzuki sued asserting breach of the implied covenant of good faith and fair dealing, and alternatively promissory estoppel and quantum meruit; Abiomed moved to dismiss.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether termination breached the implied covenant of good faith and fair dealing | Suzuki: Abiomed fired him in bad faith to avoid paying large equity/commission that his pre-termination work had rendered likely | Abiomed: Incentive shares were contingent on future events; unvested/contingent awards are not earned and Fortune/Harrison bar the claim | Court: Denied dismissal — Suzuki plausibly alleged bad-faith termination to deprive him of benefits tied to substantial past work |
| Whether promissory estoppel is available given an express written contract | Suzuki: If a superseding nondisclosure/agreement nullified the Offer Letter, promissory estoppel may be necessary; alternatively pled | Abiomed: Existence of Offer Letter bars promissory estoppel and quantum meruit | Court: Denied dismissal — alternative pleading permitted; facts plausibly support promissory estoppel and quantum meruit if contract is found not to govern |
| Whether quantum meruit claim survives despite express contract | Suzuki: Performed valuable services with reasonable expectation of compensation tied to the incentive scheme | Abiomed: A valid express contract governs, so quantum meruit inapplicable | Court: Denied dismissal as to quantum meruit at pleading stage because Suzuki pleaded it alternatively and sufficiently |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for complaints)
- Ashcroft v. Iqbal, 556 U.S. 662 (pleading requirements and plausibility)
- Schatz v. Republican State Leadership Comm., 669 F.3d 50 (First Circuit pleading principles)
- Fortune v. Nat'l Cash Register Co., 373 Mass. 96 (employer bad-faith termination to deprive employee of benefits)
- Gram v. Liberty Mut. Ins. Co., 391 Mass. 333 (recoverable future compensation must reflect past services)
- Harrison v. NetCentric Corp., 433 Mass. 465 (unvested, time-vested shares not earned compensation)
- Cataldo v. Zuckerman, 20 Mass. App. Ct. 731 (unvested interest can be identifiable future benefit reflective of past services)
- King v. Mannesmann Tally Corp., 847 F.2d 907 (commissions not payable unless earned by triggering events)
- Sargent v. Tenaska, Inc., 108 F.3d 5 (distinction between periodic vesting and milestone-contingent awards)