United States District Court, District of Columbia
B.WALTON United States District Judge
Arthur Dawson, Ronald Moore, and Gregory Peters initiated
this putative class action against the Washington
Metropolitan Area Transit Authority, commonly known as WMATA,
asserting claims for breach of their employment contracts.
See Class Action Complaint ("Compl.")
¶¶ 1-2. Currently pending before the Court is
Defendant WMATA's Motion for Summary Judgment
("Def's Mot."), in which WMATA asserts that the
plaintiffs' claims must fail because no contract exists,
which is a prerequisite for establishing the alleged breach.
See generally Def's Mot. at 1-2. Upon careful
consideration of the parties' submissions,  the Court
concludes that it must grant WMATA's motion.
2012 and 2015, see Compl. ¶¶ 19-20, 40-46,
the named plaintiffs were employed by WMATA as supervisors,
see id ¶¶ 12, 14, 16; Answer at 7
("WMATA ADMITS that the three named [p]laintiffs are
employed at WMATA."); Def.'s Mem. at 4 (stating that
the plaintiffs are "non-represented supervisory
employees"). The plaintiffs claim that WMATA's Metro
Policy/Instruction 7.5.1 (the "Policy"),
constitutes a contract mandating that they, "as
supervisors,  be paid at an amount equal to or greater than
five percent (5%) of [the plaintiffs' direct reports,
" Compl.¶3, and that WMATA has breached the alleged
contract by "refus[ing] to pay [the p]laintiffs"
according to the 5% differential, see Id. ]}4.
relevant part, the Policy states that it is "structured
to address base salary adjustments using two distinct
approaches: (a) comprehensive salary review and (b)
individual salary adjustments." Policy § 5.02. The
Complaint places at issue only the comprehensive salary
review component of WMATA's salary adjustment approach.
See Compl.¶33 (alleging that "after
periodic review, [WMATA] is required to make
comprehensive supervisor and manager salary
adjustments" (emphasis added)). The comprehensive salary
review "is [WMATA's] strategic approach to
conducting periodic, comprehensive analyses of the salary
structure that considers compression, equity, performance,
salary ranges[, ] and appropriately related comprehensive
salary adjustments." Policy § 5.02(a). Pertinent to
this dispute, the Policy further states that
"[c]ompression occurs when a supervisor or manager
experiences less than a five percent (5%) higher pay
differential between their salary and that of their highest
paid direct reporting subordinate. Compression analyses are
performed to monitor pay differentials and detect instances
of compression based on annual review and analysis."
Id. § 5.02(a)(1)(i).
to the Policy, "[c]omprehensive salary adjustments are
subject to budgetary conditions and approval by the [General
Manager/Chief Executive Officer ("General
Manager")]. The [General Manager] retains the discretion
to modify, change, or expand the salary structure . . .
." Id. § 5.02(a)(3). Moreover, "[f]or
fiscal considerations or circumstances deemed to be in the
best interests of [WMATA], the [General Manager] may
establish a cap or limitation on general comprehensive salary
adjustment amounts." Id. § 5.02(a)(4).
answer to the complaint denied that the Policy constitutes a
contract. Answer at 7 ("WMATA DENIES the existence of
any 'lawful contract governing the terms and conditions
of [the p]laintiffs' employment as WMATA
supervisors.'" (quoting Compl.¶2)). The Court
therefore ordered the parties to conduct discovery on the
question of whether a valid and enforceable contract exists,
and to file motions for summary judgment on this threshold,
dispositive issue. See Order at 1 (Apr. 14, 2016),
ECF No. 14.
STANDARD OF REVIEW
order to grant a motion for summary judgment, Federal Rule of
Civil Procedure 56 requires the Court to find that
"there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law."
Fed.R.Civ.P. 56(a). Thus, summary judgment must be granted
against a non-movant "who fails to make a showing
sufficient to establish the existence of an element essential
to that party's case, and on which that party will bear
the burden of proof at trial." Celotex Corp. v.
Catrett, 477 U.S. 317. 322 (1986). A material fact is
one that "might affect the outcome of the suit under the
governing law." Anderson v. Liberty Lobby, 477
U.S. 242, 248 (1986). And, "a dispute over a material
fact is 'genuine' if 'the evidence is such that a
reasonable jury could return a verdict for the nonmoving
party.'" Arlington v. United States, 473
F.3d 329, 333 (D.C. Cir. 2006) (quoting Anderson,
477 U.S. at 248). The moving party bears the initial burden
to demonstrate the absence of a genuine issue of material
fact. Celotex, 477 U.S. at 323.
opposing a motion for summary judgment, the nonmoving party
"must do more than simply show that there is some
metaphysical doubt as to the material facts."
Matsushita Elec. Indus. Co. v. Zenith Radio Corp.,
475 U.S. 574, 586 (1986). Accordingly, the nonmoving party
may not rely on "the mere allegations or denials of his
pleadings" but "must set forth specific facts
showing that there is a genuine issue for trial."
Anderson, 477 U.S. at 248 (internal quotation marks
omitted). In ruling on a motion for summary judgment, the
court must "draw all reasonable inferences in favor of
the nonmoving party, and it may not make credibility
determinations or weigh the evidence." Reeves v.
Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150
(2000) (internal citations omitted); see also Barnett v.
PA Consulting Grp., Inc., 715 F.3d 354, 358 (D.C. Cir.
2013) (stating that weighing the evidence and making
credibility determinations "are jury functions, not
those of a judge at summary judgment").
the plaintiffs' Complaint advances a single theory of
liability, i.e., breach of contract, see Compl. at
15-16, the Court must resolve a threshold question, which is
also the sole issue raised by the defendant's motion:
whether a contract exists between the plaintiffs and WMATA
requiring WMATA to maintain a differential of 5% or more
between a supervisor's salary and that of his or her
"highest paid direct reporting subordinate, " which
the Court refers to as the 5% pay differential, see
id. ¶ 34. Whether a contract exists is a question
of law for the Court to resolve. Kramer Assocs., Inc. v.
Ikam, Ltd., 888 A.2d 247, 251 (D.C. 2005). "Under
[District of Columbia] law, as is generally true, '[f]or
an enforceable contract to exist, there must be both (1)
agreement as to all material terms; and (2) intention of the
parties to be bound.'" Jack Baker, Inc. v.
Office Space Dev. Corp., 664 A.2d 1236, 1238 (D.C. 1995)
(second alteration in original) (quoting Georgetown
Entm't Corp. v. District of Columbia, 496 A.2d 587,
590 (D.C. 1985)). "[T]he party asserting the existence
of a contract has the burden of proof on that issue."
a contract to be enforceable, it 'must be sufficiently
definite as to its material terms (which include,
e.g., subject matter, . . . payment terms, quantity,
and duration) that the promises and performance to be
rendered by each party are reasonably certain.'"
Duffy v. Duffy, 881 A.2d 630, 634 (D.C. 2005)
(quoting Affordable Elegance Travel Inc. v. Worldspan,
LP., 774 A.2d 320, 327 (D.C. 2001)). "If all
material terms are addressed ... and 'the terms of the
contract are clear enough for the court to determine whether
a breach has occurred and to identify an appropriate remedy,
it is enforceable.'" Id. (quoting
Affordable Elegance, 774 A.2d at 327). Furthermore,
"[i]n evaluating contract formation, [courts] also look
closely at the parties' intention to be bound. In order
to form a binding agreement, both parties must have the
distinct intention to be bound; without such intent, there
can be no assent and therefore no contract." Edmund
J. Flynn Co. v. LaVav, 431 A.2d 543, 547 (D.C. 1981).
plaintiffs argue that the Policy represents the parties'
agreement that supervisors such as the plaintiffs are
entitled to the 5% pay differential following an annual
review. See Pis.' Opp'n at 3-4; see
also Compl. ¶¶ 66, 95, 115 (alleging that the
plaintiffs were not paid at least 5% more than their highest
paid direct reports). But, while "[t]he terms of an
employer's personnel or policy manual may be sufficient
to raise a jury question as to whether the manual creates
contractual rights for the employee, " Strass v.
Kaiser Found. Health Plan of Mid-Atl., 744 A.2d 1000,
1011 (D.C. 2000) (citing Wash. Welfare Ass'n v.
Wheeler,496 A.2d 613, 615 (D.C. 1985), and Nickens
v. Labor Agency of Metro. Wash., 600 A.2d 813, 817 (D.C.
1991)), the Court has been unable to find any guidance in
District of Columbia and Circuit case law regarding the
specific question at issue: whether the Policy constituted a
contract to pay a certain amount in compensation.
"Rather, the case law in this jurisdiction has been
generally limited to addressing the question of whether
statements in employee manuals create contractual obligations
on the part of an employer when an employee is fired."
Rothberg v. Xerox Corp., No. 12-617 (BAH), 2013 WL
12084543, slip op. at *3 (D.D.C. Jan. 4, 2013) (citing
Greene v. Howard Univ., 412 F.2d 1128 (D.C. Cir.
1969), and Strass, 744 A.2d at 1000). The District
of Columbia and Circuit cases relied upon by the plaintiffs
fall into that category and are thus distinguishable, because
those cases concern the question of whether an alleged
employment contract converted the parties' relationship
from a default at-will employment contract into one that
required certain conditions be met prior to the
employee's termination. See Pis.' Opp'n
at 9 (citing Strass, 744 A.2d 1000 (wrongful
termination dispute); Sisco v. GSA Nat'l Capital Fed.