UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

CHRISTINA RONALDSON, Plaintiff, v. Civil Action No. 19-1034 (CKK) NATIONAL ASSOCIATION OF HOME BUILDERS, Defendant.

MEMORANDUM OPINION & ORDER (March 16, 2022)

In this employment dispute, Plaintiff Christina Ronaldson claims that her former employer,

the National Association of Home Builders (“NAHB” or “Defendant”), unlawfully withheld

promised commission payments in violation of the District of Columbia Wage Payment and

Collection Law, D.C. Code §§ 32–1301 et seq., (“DCWPCL”), and the common law doctrine of

unjust enrichment. Defendant has moved to dismiss, or, in the alternative, for judgment on the

pleadings on, Count II of Plaintiff’s [113] Second Amended Complaint, Plaintiff’s unjust

enrichment claim. In consideration of the pleadings, 1 the relevant legal authorities, and the entire

1 This Memorandum Opinion focuses on the following documents: • Plaintiff’s Second Amended Complaint, ECF No. 113 (“Compl.”); • Defendant’s Motion to Dismiss or, in the Alternative, Motion for Judgment on the Pleadings with Respect to Count II of Plaintiff’s Second Amended Complaint, ECF No. 122-1 (“Mot.”); • Plaintiff’s Opposition to Defendant’s Motion to Dismiss or for Judgment on the Pleadings, ECF No. 127 (“Opp.”); and • Defendant’s Reply Brief in Further Support of Defendant’s Motion to Dismiss or, in the Alternative, Motion for Judgment on the Pleadings with Respect to Count II of the Plaintiff’s Second Amended Complaint, ECF No. 128 (“Repl.”) In an exercise of its discretion, the Court finds that holding oral argument in this action would not be of assistance in rendering a decision. See LCvR 7(f). 1 record, the Court shall DENY Defendant’s [122] Motion to Dismiss or, in the Alternative, Motion

for Judgment on the Pleadings with Respect to Count II of Plaintiff’s Second Amended Complaint.

I. BACKGROUND

The Court previously set forth the factual background of this case in its June 3, 2021

Memorandum Opinion, which the Court expressly incorporates here in its entirety. See Mem. Op.,

ECF No. 119, at 2–4. In relevant part, Plaintiff is a former employee of NAHB, “a non-profit

organization . . . that engages in wide-ranging activities with the overall purpose of promoting

home ownership and home building.” Compl. ¶ 1. Plaintiff began working at NAHB in December

2009, “as the Director of NAHB’s revenue-generating Affinity Programs.” Id. ¶¶ 1, 16. In that

position, Plaintiff “was responsible for generating revenue for NAHB by creating national

partnerships between NAHB and corporations with significant financial interests in the home

building industry by marketing products and services to NAHB members, including builders,

contractors and sub-contractors, and banks.” Id. ¶ 3. Throughout her tenure with NAHB, Plaintiff

received “a base salary” along with an annual commission paid through NAHB’s “Incentive

Compensation Plan” (the “Incentive Plan”). Id. ¶¶ 4, 16.

NAHB ultimately terminated Plaintiff on August 18, 2017, id. ¶ 31, but not before paying

Plaintiff a $26,010.86 Incentive Plan commission for the 2016 fiscal year, see id. ¶¶ 21–30.

Nonetheless, Plaintiff alleged that this 2016 commission was too small. Specifically, Plaintiff

alleged that NAHB had calculated her 2016 commission by improperly excluding the sales revenue

Plaintiff generated for NAHB in 2016 through a royalty payment of approximately $880,000

received from Lowe’s. See id. ¶ 29. Based upon these allegations, Plaintiff asserted a DCWPCL

claim against NAHB in Count I of her Amended Complaint for NAHB’s failure to compensate her

for all “wages” owed to her under the 2016 Incentive Plan. See id. ¶¶ 49–50. In Count II of her

2 Second Amended Complaint, Plaintiff asserted a claim for unjust enrichment, also predicated on

the allegedly inadequate commission payments she received from NAHB before her termination.

See id. ¶¶ 54–59.

Defendant has now moved to dismiss or, in the alternative, for judgment on the pleadings

on Plaintiff’s unjust enrichment claim as amended. With that motion fully briefed, the Court turns

to its resolution.

II. LEGAL STANDARD

A. Rule 12(b)(6)

Pursuant to Federal Rule of Civil Procedure 12(b)(6), a party may move to dismiss a

complaint on the grounds that it “fail[s] to state a claim upon which relief can be granted.” Fed.

R. Civ. P. 12(b)(6). The Federal Rules of Civil Procedure require that a complaint contain “‘a

short and plain statement of the claim showing that the pleader is entitled to relief,’ in order to

‘give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.’” Bell

Atl. Corp. v. Twombly,

(2007) (quoting Conley v. Gibson,

(1957)). “[A] complaint [does not] suffice if it tenders ‘naked assertion[s]’ devoid of ‘further

factual enhancement.’” Ashcroft v. Iqbal,

(2009) (quoting Twombly,

). Rather, a complaint must contain sufficient factual allegations that, if true, “state a claim

to relief that is plausible on its face.” Twombly,

. “A claim has facial plausibility

when the plaintiff pleads factual content that allows the court to draw the reasonable inference that

the defendant is liable for the misconduct alleged.” Iqbal,

. In evaluating a Rule

12(b)(6) motion to dismiss for failure to state a claim, a court must construe the complaint in the

light most favorable to the plaintiff and accept as true all reasonable factual inferences drawn from

3 well-pleaded factual allegations. See In re United Mine Workers of Am. Employee Benefit Plans

Litig.,

(D.D.C. 1994).

B. Rule 12(c)

“After the pleadings are closed—but early enough not to delay trial—a party may move

for judgment on the pleadings.” Fed. R. Civ. P. 12(c). A motion brought pursuant to Rule 12(c)

requires the Court to render “a judgment on the merits . . . by looking at the substance of the

pleadings and any judicially noted facts.” All. of Artists & Recording Cos., Inc. v. Gen. Motors

Co.,

(D.D.C. 2016). In other words, the moving party must “demonstrate

that the law entitles him to win given the undisputed facts that have been alleged in both parties’

pleadings.” Murphy v. Dep’t of Air Force,

, 48 (D.D.C. 2018). Although Rule 12(c)

motions have frequently been analyzed pursuant to the same framework as motions brought under

Rule 12(b)(6), a Rule 12(c) motion “comes closer to a summary judgment type of determination.”

Lopez v. Nat’l Archives & Records Admin.,

(D.D.C. 2018). Accordingly,

the Rule 12(c) burden is “substantial” and requires the movant to demonstrate “both that there is

no material dispute of fact” and that “the law is such that the movant is entitled to judgment as a

matter of law.”

(citing Tapp v. WMATA,

, 391–92 (D.D.C. 2016)).

III. DISCUSSION

In Count II of the Second Amended Complaint, Plaintiff asserts a common law claim for

unjust enrichment. Unjust enrichment “rests on a contract implied in law, that is, on the

principle of quasi-contract.” U.S. ex rel. Modern Elec., Inc. v. Ideal Electronic Sec. Co., Inc.,

(D.C. Cir. 1996). To state such a claim under District of Columbia law, a plaintiff

must plead facts showing “(1) the[ plaintiff] conferred a benefit on the [] defendant[]; (2) [the]

defendant[] possessed an appreciation or knowledge of the benefit; and (3) [the] defendant

4 accepted or retained the benefit under inequitable circumstances.” Lannan Found. v. Gingold,

(D.D.C. 2017). “The doctrine applies when a person retains a benefit

(usually money) which in justice and equity belongs to another.” Krukas v. AARP, Inc.,

(D.D.C. 2019).

As an initial matter, there appears to be some confusion between the parties as to what

“benefit” Plaintiff allegedly extended Defendant. Construing Plaintiff’s First Amended

Complaint, the Court understood the benefit to be Plaintiff’s labor in securing the Lowe’s

contract, among other work. See Ronaldson v. Nat’l Ass’n of Home Builders,

, 300 (D.D.C. 2020). Plaintiff has now changed tack, arguing that “the $879,000.00 sale Ms.

Ronaldson’s [sic] made to Lowe’s” on NAHB’s behalf is the benefit to be returned to Plaintiff.

Opp. at 9. As a matter of law, however, that result from Plaintiff’s labor cannot be the benefit

for the purposes of an unjust enrichment claim.

“A person confers a benefit upon another if he . . . performs services beneficial to or at

the request of the other.” Lannan,

(quoting Restatement (First) of

Restitution § 1, cmnt. B (1937)). In other words, where a benefit has accrued as a result of a

plaintiff’s labor, it is the value of the plaintiff’s labor that is the benefit. See, e.g., Molock v.

Whole Foods Market, Inc.,

(D.D.C. 2018). In Molock, a class of

current and former Whole Foods’ employees alleged that Whole Foods had withheld

performance-related bonus payments.

. It was the value of the unpaid bonuses, and

not, for example, grocery sales to consumers, that was the benefit at issue.

. As unjust

enrichment sounds in quasi-contract, the question is what NAHB would have paid for Plaintiff’s

labor in accordance with the parties’ alleged informal understanding. So, like in Molock, the

measure of that value, i.e., benefit, can be easily determined by Plaintiff’s salary and

5 commission. The sum of the alleged unpaid commissions is that value, and so is the benefit at

issue.

Defendant’s main argument for dismissal (or, alternatively, judgment), is, however, that

NAHB did not “retain” the value of Plaintiff’s labor because it “simply substituted the payment

that should have gone to Plaintiff and gave it to” Plaintiff’s replacement. Defendant’s argument

is self-defeating. NAHB admits that, as pleaded, it accepted Plaintiff’s work to secure a deal

with Lowe’s, partially paid her for that work, that Plaintiff was due more pursuant to an

understanding between the parties, and that NAHB did not pay Plaintiff all that she was due.

Nothing more is required to show that Defendant “accepted or retained a benefit under

inequitable circumstances.” See Lannan,

. Even if there were a

requirement NAHB continue to “retain” the value of Plaintiff’s labor, it certainly has. NAHB

cannot divest itself of Plaintiff’s work, much as it cannot turn back the clock to 2016 to have

stopped Plaintiff from doing her job as Defendant’s employee. Moreover, the Court already

rejected such an argument when, construing Plaintiff’s First Amended Complaint, it held that, as

pleaded, “NAHB allegedly retained the monetary value of [Plaintiff’s] services by withholding

an adequate commission payment from her.” Ronaldson, 502 F. Supp. 3d at 301 (emphasis

added). 2

2 Finally, as Defendant has not appended any supporting exhibits to its Motion or [11] Answer to the First Amended Complaint and has not made any argument that it is due judgment as a matter of law beyond styling its Motion as such, the Court cannot grant judgment on the pleadings. See Murphy v. Dep’t of Air Force,

, 48 (D.D.C. 2018). 6 IV. CONCLUSION

For the foregoing reasons, it is hereby

ORDERED that Defendant’s [122] Motion to Dismiss or, in the Alternative, Motion for

Judgment on the Pleadings with Respect to Count II of Plaintiff’s Second Amended Complaint is

DENIED. It is further

ORDERED that the parties shall appear on April 27, 2022 at 1:00 PM ET for a scheduling

conference to determine how the case should proceed. The scheduling conference shall be held

via teleconference.

SO ORDERED.

Date: March 16, 2022 _______/s/_______________________ COLLEEN KOLLAR-KOTELLY United States District Judge

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