United States District Court, District of Columbia
MEMORANDUM OPINION [Dkt. #10]
RICHARD J. LEON United States District Judge
Scott Christopher Billups ("plaintiff or
"Billups") brings this action against his former
employer, defendant Laboratory Corporation of America
Holdings ("defendant" or "LabCorp"),
demanding a jury trial and seeking damages for breach of
contract. Specifically, Billups alleges that LabCorp breached
a binding obligation when it failed to pay him certain sales
commissions he believes he was owed pursuant to the
company's incentive compensation plan. Before the Court
is LabCorp's Motion to Dismiss Plaintiffs Complaint
("Def.'s Mot.") [Dkt. #10]. Upon consideration
of the pleadings, relevant law, and the entire record herein,
the Motion is GRANTED.
hired Billups as an entry-level sales executive in 2007, and
in 2009, promoted him to the role of Senior Marketing
Executive ("SME"). Compl! ¶¶ 4, 13 [Dkt.
#1-1]. As a SME, Billups was entitled to receive incentive
compensation for the sale of products and services to
accounts within his sales territories. Id.
incentive compensation was governed by LabCorp's Senior
Marketing Executive Traditional Incentive Compensation Plan
("Plan"). Compl. ¶¶ 16-17. The Plan provides
that SMEs may earn monthly commissions based on the
"rolling six-month baseline sales total" in the
SME's sales territory. Id. ¶ 17. Sales
territories are "assigned based on a geographical (using
zip codes) area, " Plan at 3, and "LabCorp reserves
the right to 'alter, change, redefine, reduce, or expand
the geographic area' of an SME, " Compl. ¶33
(quoting Plan at 5). LabCorp also "has the sole and
exclusive discretion to determine whether an SME should be
denied incentive compensation." Plan at 6. Billups'
assigned sales territories included locations in Washington,
D.C. Compl. ¶ 6.
account for which Billups received commissions was that of
The George Washington ("GW") University Medical
Faculty Associates. Billups alleges that he
"secured" this account for LabCorp in 2009,
id. ¶ 7, and that in "early 2011, "
he and his supervisor, Betsy Lewis, "worked closely with
the GW Executive Leadership team to make LabCorp the primary
laboratory for the entire GW system, " id.
¶ 18 (parenthetical omitted). These efforts resulted in
the addition of "approximately twenty"
GW-affiliated healthcare offices located in Maryland.
Id. ¶ 19. According to the complaint, the
addition of the Maryland offices "should have resulted
in $350, 000 to $500, 000 in annual commissions" being
paid to Billups under the Plan as "the sole SME on the
GW sales account." Id. ¶¶ 20-21.
reports that he did not receive commissions on sales to
GW-affiliated healthcare offices in Maryland. Rather, in July
2011, shortly after the Maryland offices were added to the GW
account, Lewis informed Billups that she was going to
"even things out" among the sales executives.
Id. ¶¶ 26, 31. Going forward, Billups
would continue to receive commissions On the GW account for
sales to GW facilities in the District of Columbia, but two
Maryland-based SMEs, Connie Penalosa and Tracy Fuhr, would
receive the commissions for sales to GW facilities in
Maryland. Id. ¶¶ 31-32.
filed this action in the Superior Court of the District of
Columbia on April 4, 2016, and served the complaint on
LabCorp on July 5, 2016. The one-count complaint alleges that
LabCorp breached its contract with Billups, i.e., the Plan,
when it "transferred to other LabCorp employees"
"sales commissions from revenue obtained from
Maryland-based sales from the GW account." Id.
¶¶ 49-53. The complaint demands a jury trial, and
seeks award of compensatory damages, interest, court costs,
and fees. Id., Prayer for Relief, ¶¶ 1-4.
LabCorp removed the action to this Court and filed a motion
to dismiss, arguing that Billups' claim is barred by the
District's three year statute of limitations, and that
its decision to transfer the commissions to its
Maryland-based SMEs did not breach the Plan. Billups filed an
opposition to the motion to dismiss, Pl.'s Resp. to
Def.'s Mot. To Dismiss and Supp.'g Statement of P.
& A. ("Pl.'s Resp.") [Dkt. #11], and
LabCorp filed a reply, Def. LabCorp's Reply in Supp. of
its Mot. to Dismiss Pl.'s Compl. ("Def.'s
Reply") [Dkt. #13].
moves to dismiss the complaint for failure to state a claim
upon which relief can be granted. Fed.R.Civ.P. 12(b)(6). At
the motion to dismiss stage, the role of the district court
is to "assess the legal feasibility of the
complaint." Jones v. Kirchner, 835 F.3d 74, 80
(D.C. Cir. 2016) (quoting Howard v. Office of Chief
Admin. Officer of U.S. House of Representatives, 720
F.3d 939, 950 (D.C. Cir. 2013)). The complaint must contain a
"short and plain statement of the claim showing that the
pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2).
This claim must be "plausible on its face."
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)
(internal quotation marks omitted). That is, it must include
factual allegations that, when taken as true, "raise a
right to relief above the speculative level." Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). The
complaint crosses this threshold "when it contains
factual allegations that, if proved, would 'allow the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.'" Banneker
Ventures, LLC v. Graham, 798 F.3d 1119, 1129 (D.C. Cir.
2015) (quoting Iqbal, 556 U.S. at 678) (alteration
also invokes the statute of limitations as an affirmative
defense. Such a defense is properly raised on a pre-answer
Rule 12(b)(6) motion "when the facts that give rise to
the defense are clear from the face of the complaint."
Smith-Haynie v. District of Columbia, 155 F.3d 575,
578 (D.C. Cir. 1998). "[T]he court should be cautious in
granting a motion to dismiss on such grounds, " however,
"because statute of limitations defenses often are based
on contested facts." Rudder v. Williams, 47
F.Supp.3d 47, 50 (D.D.C. 2014). "[Dismissal is
appropriate only if the complaint on its face is conclusively
time-barred." Id. (quoting Firestone v.
Firestone, 76 F.3d 1205, 1209 (D.C. Cir. 1996)).
I. Statute of Limitations
LabCorp argues that Billups' breach of contract claim is
barred by the statute of limitations. Although Billups
disputes that conclusion, both sides agree that District of
Columbia law provides the relevant limitation period.
Def.'s Mot. 5; Pl.'s Resp. 4. The District's statute
provides that actions on a contract "may not be
brought" more than three years "from the time the
right to maintain the action accrues." D.C. Code §
12-301(7). It is settled that "[a] cause of action for
breach of contract accrues, and the statute of limitations
begins to run, at the time of the breach." Eastbanc,
Inc. v. Georgetown Park Assocs. II, L.P.,940 A.2d 996,
1004 (D.C. 2008); acco ...