LEXSEE 2005 MASS. SUPER LEXIS 335

ARVIN CREEF, Plaintiff vs. COGNEX CORPORATION, Defendant

CIVIL ACTION NO. 05-00182

SUPERIOR COURT OF MASSACHUSETTS, AT NORFOLK

2005 Mass. Super. LEXIS 335

June 2, 2005, Decided
June 13, 2005, Filed

COUNSEL: Sara Goldsmith Schwartz and Kelli E. Welch, Schwartz Hannum PC, Andover, Massachusetts, for Defendant Cognex Corporation.

Robert O. Berger, for Plaintiff.

JUDGES: Barbara A. Dortch-Okara, Justice of the Superior Court.

OPINIONBY: Barbara A.Dortch-Okara

OPINION:

ORDER ON DEFENDANT'S MOTION TO DISMISS

The defendant Cognex Corporation has moved the court to dismiss the claim asserted by the plaintiff under Title VII of the Civil Rights Act of 1964, 42 U.S.C. s. 2000e et seq. (2000) in Count I of his Complaint and the claim of breach of the implied covenant of good faith and fair dealing set forth in Count II of the Complaint. After hearing and having considered the arguments and submissions of the parties, the court allows the defendant's motion, in part.

Employers have been held liable for breach of the implied covenant of good faith and fair dealing only in circumstances in which the employee has been terminated in bad faith and with compensation unpaid. Fortune v. National Cash Register Co., 373 Mass. 96, 364 N.E.2d 1251 (1977). Here, the plaintiff, who apparently is an at-will employee, alleges that the defendant by terminating the plaintiff deprived him of his interest in stock options which had not vested at the time. While employers may not deprive a terminated employee of earned compensation, actionable bad faith termination does not extend to circumstances in which an employee is deprived of future interests that are contingent upon future performance. Harrison v. NetCentric Corp., 433 Mass 465, 472-476, 744 N.E.2d 622 (2001).

The plaintiff has suggested that Ayash v. Dana-Farber Cancer Institute, 443 Mass. 367, 822 N.E.2d 667 (2003) expands this rule. Arguably, it offers a different construction of bad faith in the employment relationship. It holds that an employer may be held liable for breach of the implied covenant of good faith and fair dealing if it fails to follow the procedures described in its bylaws before taking action against an employee. If the defendant in this action has failed to follow its own rules in taking action against the plaintiff, the complaint does not so allege.

Accordingly, the defendant's motion to dismiss is ALLOWED as to Count II of the Complaint and otherwise DENIED.

Barbara A. Dortch-Okara

Justice of the Superior Court.

DATED: June 2, 2005

MOTION (P # 4.0) ALLOWED as to Count II of the Complaint and otherwise denied.

Dated at Dedham, Massachusetts this 13th day of June, 2005.