Goldstein v. PFPC, Inc.

17 Mass. L. Rptr. 333
CourtMassachusetts Superior Court
DecidedFebruary 19, 2004
DocketNo. 0202145
StatusPublished

This text of 17 Mass. L. Rptr. 333 (Goldstein v. PFPC, Inc.) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Goldstein v. PFPC, Inc., 17 Mass. L. Rptr. 333 (Mass. Ct. App. 2004).

Opinion

Connolly, J.

STATEMENT OF THE CASE

This is an action involving eight separate counts arising out of the termination of Daniel Goldstein (“Mr. Goldstein”), an at-will employee, on October 16, 2001, after his employer, PFPC, Inc., discharged him for, inter alia, sending an obscene picture by e-mail in violation of the employer’s Code of Ethics and Electronic Media Policy. The following counts constitute all of the remaining counts, all of which are the subject of the defendants’ Motion for Summary Judgment:

1. Wrongful Termination;
2. Breach of Contract;
3. Defamation;
4. Breach of the Duty of Good Faith and Fair
Dealing;
5. Interference with Advantageous Business Relations;
6. Fraudulent Misrepresentation;
7. Promissory Estoppel; and
8. Quantum Meruit.

This civil action is brought by Daniel Goldstein, a discharged employee of PFPC, Inc., alleging wrongful discharge and other claims. The plaintiff started as a customer service representative in the Shareholder Services Group (“TSSG”) of The Boston Company in 1989. The Boston Company was taken over by American Express. Then, TSSG was taken over by First Data Corporation, and was known as First Data’s Investor Services Group (“ISG”). Then PNC bought ISG and assigned the entity to PFPC, Inc.

Mr. Goldstein started as a customer service representative ofThe Boston Company at $16,000 per year, and was paid approximately $190,000 as Vice President of Client Services and Sales in 2001 prior to his discharge. He was discharged on October 16, 2001. He was at all times an at-will employee. He could have been terminated at any time, with or without just cause by his employer, PFPC, Inc. He was discharged for receiving and/or transmitting materials over the internet that were considered “offensive, harassing, pornographic or otherwise inappropriate material.” Such conduct was in violation of the defendants’ Code of Ethics and Electronic Media Policy.

The plaintiff was discharged with cause. One of the reasons given for his discharge was that he allegedly sent a picture of a partially nude woman over the internet. The Supreme Judicial Court has recognized an exception to the general rule allowing for termination of an at-will employee with or without cause, which states that an employee may not terminate an at-will employee “if the termination violates a clearly established public policy.” King v. Driscoll 418 Mass. 576, 582 (1994); Wright v. Shriner’s Hosp. for Crippled Children, 412 Mass. 469, 472 (1992). The determination of whether a “public policy” is implicated in the discharge of an employee is a question of law for the court. “It is not for the jury to define the public policy. The judge must determine whether, on the evidence, there is a basis for finding that a well-defined, important public policy has been violated.” Mello v. Stop & Shop. Co., 402 Mass. 555, 561, n.7 (1988).

Here, the plaintiff is claiming that PFPC, Inc. had offered Mr. Goldstein, as part of a Stay Bonus Agreement, $30,000 after two years of continued employment with PFPC, Inc. (which was to vest on December 1,2001). This retention bonus was to compensate him for options and other benefits he was going to lose in the takeover, and as an incentive to a “key individual” to stay and help build PFPC, Inc. As part of the Stay Bonus Agreement, these benefits would not vest if Mr. Goldstein was terminated “for cause.” The plaintiff claims that his discharge from employment was primarily PFPC, Inc.’s way to avoid paying him the retention bonus and other benefits due in the future, and that his alleged violation of the company’s e-mail policy was merely a pretext for terminating him “for cause.”1

FACTS

The following are the facts on which both parties agree.

1. The plaintiff, Mr. Goldstein, was an at-will employee of PFPC, Inc.

2. In August 1999, the plaintiff entered into a “Stay Bonus Agreement” with PFPC that provided that he would be paid a “Stay Bonus” in the amount of $30,000 if he was terminated without cause prior to, [334]*334or if he was continuously employed by PFPC, Inc. until, December 1, 2001.

3. The Stay Bonus Agreement specifically stated that the agreement did not change the at-will nature of Mr. Goldstein’s employment with PFPC, Inc.

4. PFPC, Inc. operated under a written Code of Ethics. The plaintiff attended training on PFPC’s policy regarding sexual harassment, and received a copy of PFPC’s Code of Ethics and Electronic Media Policy.

5. The Electronic Media Policy in the Code of Ethics prohibited the sending of “articles, jokes, stories, chain letters or other items of personal interest,” prohibited employees from using PFPC’s e-mail “for any purpose unrelated to an employee’s job duties,” prohibited using e-mail to communicate “offensive, harassing, pornographic or other inappropriate material” and forewarned employees that violations of the Code of Ethics and Electronic Media Policy could result in termination of employment.

6. In August 2001, PFPC, Inc. investigated e-mail usage at the Advanced Output Solutions site where plaintiff worked.

7. PFPC, Inc., in the course of its investigation, determined that the plaintiff sent no less than 18 e-mails on PFPC, Inc.’s e-mail system that violated the Electronic Media Policy. The plaintiff admits to 11 e-mails that he sent.

8. One of the e-mails sent by the plaintiff (and agreed to by the plaintiff) to a prospective client of PFPC, Inc., included the words “prohibited” and included an attached photo of a woman with her breasts exposed.

9. As a result of his violations of the Electronic Media Policy by sending inappropriate e-mails, PFPC, Inc. terminated plaintiffs employment on October 16, 2001.

10. As part of the same investigation, PFPC, Inc. identified 28 to 30 employees in the Advanced Output Solutions department who violated the Electronic Media Policy. Four of these employees were discharged based on the severity of their violations, including the plaintiff and one other employee who sent the same email as the plaintiff.

11. The Stay Bonus Agreement provides that the plaintiff would not be eligible for the Stay Bonus if his employment was terminated prior to December 1, 2001 for cause.

12. For cause was defined in the Stay Bonus Agreement to include violations of PFPC, Inc.’s policies, including the Code of Ethics.

13. The majority of the other employees of PFPC who did not engage in the same conduct as the plaintiff were paid their retention bonuses.

Summary Judgment Standard of Review

The court grants summary judgment where no genuine issue as to any material fact exists and where the summary judgment record entitles the moving party to judgment as a matter of law. Mass.R.Civ.P. 56(c); Cassesso v. Comm’r of Corr., 390 Mass. 419, 422 (1983). The moving parly bears the burden of affirmatively demonstrating the absence of a triable issue, and that it is entitled to judgment as a matter of law. Pederson v. Time, Inc., 404 Mass. 14, 17 (1989).

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Related

Pederson v. Time, Inc.
532 N.E.2d 1211 (Massachusetts Supreme Judicial Court, 1989)
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539 N.E.2d 538 (Massachusetts Supreme Judicial Court, 1989)
Fortune v. National Cash Register Co.
364 N.E.2d 1251 (Massachusetts Supreme Judicial Court, 1977)
Attorney General v. Bailey
436 N.E.2d 139 (Massachusetts Supreme Judicial Court, 1982)
Mello v. Stop & Shop Companies, Inc.
524 N.E.2d 105 (Massachusetts Supreme Judicial Court, 1988)
Kourouvacilis v. General Motors Corp.
575 N.E.2d 734 (Massachusetts Supreme Judicial Court, 1991)
Flesner v. Technical Communications Corp.
575 N.E.2d 1107 (Massachusetts Supreme Judicial Court, 1991)
Cassesso v. Commissioner of Correction
456 N.E.2d 1123 (Massachusetts Supreme Judicial Court, 1983)
King v. Driscoll
638 N.E.2d 488 (Massachusetts Supreme Judicial Court, 1994)
Wright v. Shriners Hospital for Crippled Children
589 N.E.2d 1241 (Massachusetts Supreme Judicial Court, 1992)
Gram v. Liberty Mutual Insurance
461 N.E.2d 796 (Massachusetts Supreme Judicial Court, 1984)

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17 Mass. L. Rptr. 333, Counsel Stack Legal Research, https://law.counselstack.com/opinion/goldstein-v-pfpc-inc-masssuperct-2004.