Abdallah v. Bain Capital LLC
Abdallah v. Bain Capital LLC
Opinion of the Court
MEMORANDUM AND ORDER
1. Introduction
This case stems from the purchase of a majority interest in Samsonite by an investor pool that included Defendant Bain Capital, LLC (“Bain”). After the purchase of Samsonite, a factory owned by Samsonite in Hénin-Beaumont, France was sold to HB Group and was subsequently shuttered. Plaintiff Murielle Abdallah filed her Class Action Complaint [# 1] against Defendant Bain on November 4, 2011 alleging fraud, tortious interference with employment agreements, violation of Mass. Gen. Laws Ch. 93A § 2(a), and unjust enrichment. Currently before the court is Defendant Bain’s Motion to Dismiss [# 9]. For the reasons stated below, Bain’s Motion to Dismiss is ALLOWED.
II. Background
In 2004, an investors’ pool consisting of Defendant Bain, Ares Management, and Ontario Teacher Pension Funds, purchased approximately eighty-five percent of Samsonite’s outstanding shares for $8 million.
At the time of the acquisition, Samsonite owned and operated a luggage factory in Hénin-Beaumont, France.
The factory was then sold to HB Group in either July or August of 2005.
Plaintiff alleges that Bain arranged the sale of the factory to HB Group in order to avoid Samsonite paying the costs associated with a collective redundancy plan, which would have been required had Samsonite closed the factory.
The factory workers filed a lawsuit in France against Samsonite, HB Group, Bain Capital, Ares Management, and the Ontario Teacher’s Pension Plan.
On November 4, 2011, Abdallah filed her Class Action Complaint [# 1] individually and on behalf of all other persons similarly situated — the workers from the factory in Hénin-Beaumont, France — in the United
III. Discussion
A. Standard of Review
A district court should not dismiss a complaint under Fed.R.Civ.P. 12(b)(6) “if the complaint satisfies Rule 8(a)(2)’s requirement of ‘a short and plaint statement of the claim showing that the pleader is entitled to relief.’ ”
When a motion to dismiss is based on the argument that the claims are time-barred, in order to prevail, “the facts establishing that defense must: (1) be definitively ascertainable from the complaint and other allowable sources of information, and (2) suffice to establish the affirmative defense with certitude.”
B. Statute of Limitations In this case, Bain’s motion to dismiss is based on the argument that each of Abdallah’s four claims is time barred. First, Abdallah brings three common law claims: fraud (Count I), tortious interference with the employment agreements (Count II); and unjust enrichment, restitution and constructive trust (Count IV). Under Massachusetts state law, each one of these claims is subject to a three-year statute of limitations from the date upon which the cause of action accrues.
A cause of action typically accrues at the time the plaintiff suffers the underlying injury.
The amount of notice necessary to commence the running of the statute of limitations is likely notice of the cause of injury.
Second, in certain instances, under Massachusetts law, a statute of limitations may also be tolled for fraudulent concealment. Mass. Gen. Laws ch. 260, § 12 reads: “If a person liable to a personal action fraudulently conceals the cause of such action from the knowledge of the person entitled to bring it, the period prior to the discovery of his cause of action by the person so entitled shall be excluded in determining the time limited for the commencement of the action.” When no fiduciary duty exists between the parties, “active fraud is ordinarily required to prove fraudulent concealment.”
Lastly, under the doctrine of equitable tolling a statute of limitations is tolled “if a plaintiff exercising reasonable diligence could not have discovered information essential to the suit.”
Here, Abdallah suffered two injuries: she lost her job at the factory in HéninBeaumont, France,
Abdallah is not entitled to application of the discovery rule. As stated above, the rule tolls the commencement of the statute of limitations until the plaintiff knew or reasonably should have known of the alleged harm.
In fact, Abdallah did pursue a legal claim against Bain and other parties in France in 2008.
Abdallah cannot rely on Mass. Gen. Laws ch. 260, § 12 to save her claims from accruing on the date of her injury. By the statute’s clear language, the party causing the injury must take action to conceal the cause of action from the injured party.
In her Class Action Complaint, Abdallah states:
In September 2011, new evidence came to light, demonstrating that Bain specifically mandated Patrick Lebreton ..., a high-ranking executive of Bain, to attend to every important meeting between Samsonite and Aurel, during which the scheme was formulated and furthered. Over the course of these meetings, Samsonite’s representative (with whom Lebreton was well acquainted) repeatedly sought Lebreton’s assent to the main points of the scheme.60
Abdallah’s argues that this evidence, which came to light in 2011, should allow her to apply Mass. Gen. Laws ch. 260, § 12 to her claims. It does not. No where in the Class Action Complaint does Abdallah provide any evidence that Bain concealed Abdallah’s cause of "action from her until after the tolling of the statute of limitations. The Class Action Complaint is devoid of factual allegations regarding the time, place, and manner of any fraudulent concealment. Although the court does not reach this question at this time, even if the information that came to light in September 2011 were enough to form the basis of a cause of action, there is no evidence that Bain actively concealed this information from Abdallah. Mass. Gen. Laws eh. 260, § 12 is inapplicable without specific evidence of active fraud by Bain intended to conceal the cause of action from Abdallah.
Lastly, Abdallah seeks to invoke the doctrine of equitable tolling. This doctrine should only be applied when the plaintiff could not have discovered, with reasonable diligence, information that was essential to the cause of action within the statute of limitations.
More importantly, Abdallah offers no argument that the information discovered in 2011 is the only information that forms the bases for her causes of action. In other words, for the court to invoke equitable tolling, a doctrine used sparingly, the court would have to find that without the information that came to light in September 2011, Abdallah could not have brought her causes of action in this court. Abdallah has not even attempted to make this argument.
Although determining whether the discovery rule, fraudulent concealment, or equitable tolling should apply in a case is a question of fact to be determined by the finder of fact, the court can grant a motion to dismiss if no set of facts would entitle the plaintiff to relief.
IV. Order
For the reasons states above, Defendant Bain Capital, LLC’s Motion to Dismiss [# 9] is ALLOWED. Plaintiffs Class Action Complaint [# 1] is DISMISSED WITHOUT PREJUDICE.
IT IS SO ORDERED.
. Because the issues analyzed here arise in the context of a motion to dismiss, this court presents the facts as they are related in Plaintiff’s Class Action Complaint [# 1], Trans-Spec Truck Serv., Inc. v. Caterpillar, Inc., 524 F.3d 315, 321 (1st Cir. 2008), and construes those facts in the light most favorable to Plaintiff, see Pettengill v. Curtis, 584 F.Supp.2d 348, 362 (D.Mass. 2008) (quoting Rodriguez-Ortiz v. Margo Caribe, Inc., 490 F.3d 92, 96 (1st Cir. 2007)).
. Class Action Compl. ¶ 19 [# 1],
. Compl. ¶ 19.
. Compl. ¶ 21.
. Compl. ¶¶ 52-53.
. Compl. ¶ 53.
. Compl. ¶ 50.
. Compl. ¶ 22.
. Compl. ¶ 24.
. Compl. ¶ 36.
. Compl. ¶¶ 50, 55.
. Compl. ¶ 57.
. Compl. ¶ 57.
. Compl. ¶¶ 59-60.
. Compl. ¶ 29.
. Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d 1, 11 (1st Cir. 2011) (quoting Fed. R.Civ.P. 8(a)(2)).
. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)).
. Ocasio-Hernandez, 640 F.3d at 12 ("Nonconclusory factual allegations in the complaint must then be treated as true, even if seemingly incredible.”).
. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.
. Id.; see Sepulveda-Villarini v. Dep’t of Educ., 628 F.3d 25, 29 (1st Cir. 2010) ("The make-or-break standard ... is that the combined allegations, taken as true, must state a plausible, not a merely conceivable, case for relief.”).
. Ocasio-Hernandez, 640 F.3d at 12 (quoting Iqbal, 556 U.S. at 678, 129 S.Ct. 1937).
. Fed.R.Civ.P. 9(b).
. Nat’l Assoc, of Gov't Emps. v. Mulligan, 854 F.Supp.2d 126, 131 (D.Mass. 2012).
. Taygeta Corp. v. Vanan Assocs., Inc., 436 Mass. 217, 763 N.E.2d 1053, 1063 (2002).
. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.
. Mass. Gen. Laws ch. 260, § 2A ("Except as otherwise provided, actions of tort, actions of contract to recover for personal injuries, and actions of replevin, shall be commenced only within three years next after the cause of action accrues.”); see also LeGoff v. Trustees of Boston Univ., 23 F.Supp.2d 120, 129 (D.Mass. 1998) (stating that tortious interference with advantageous relationship is subject to Mass. Gen. Laws ch. 260, § 2A’s three-year statute of limitations); Cambridge Literary Props., Ltd. v. W. Goebel Porzellanfabrik G.m.b.H. & Co. Kg., 448 F.Supp.2d 244, 263 (D.Mass. 2006) (finding that Mass. Gen. Laws ch. 260, § 2A’s three-year statute of limitations applies to a claims of unjust enrichment not based on breach of contract); Okoli v. Okoli, 81 Mass.App.Ct. 381, 963 N.E.2d 737, 746 (2012) (stating that fraud is subject to Mass. Gen. Laws ch. 260, § 2A's three-year statute of limitations).
. Mass. Gen. Laws. Ch. 260, § 5A.
. See Tagliente v. Himmer, 949 F.2d 1, 4 (1st Cir. 1991); Joseph A. Fortin Const., Inc. v. Mass. Hous. Fin. Agency, 392 Mass. 440, 442, 466 N.E.2d 514 (1984) (“[I]t is well-settled that causes of action in tort generally accrue under G.L. c. 260, § 2A, at the time the plaintiff is injured.”).
. In its Reply Memorandum of Defendant Bain Capital, LLC in Support of its Motion to Dismiss [# 14], Bain responds to Abdallah’s argument as if she asserted equitable estoppel, and not equitable tolling. Reply, at 3. The two are distinct doctrines with different bases for invocation. See Dickow v. United States, 740 F.Supp.2d 231, 238 (D.Mass. 2010). Since Abdallah did not invoke equitable estoppel, the court will not discuss it.
. Max-Planck-Gesellschaft Zur Forderung Der Wissenchaften E.V. v. Whitehead Inst. for Biomedical Research, No. 09-11116-PBS, 2010 WL 2428690, at *2 (D.Mass. June 11, 2010) (quoting Lambert v. Fleet Nat. Bank, 449 Mass. 119, 126, 865 N.E.2d 1091 (2007)); see also Koe v. Mercer, 450 Mass. 97, 101, 876 N.E.2d 831 (2007) ("This court has developed a discovery rule to determine when the statute of limitations begins to run in circumstances where the plaintiff did not know or could not reasonably have known that he or she may have been harmed by the conduct of another.”).
. Lareau v. Page, 39 F.3d 384, 388 (1st Cir. 1994).
. D.B. Zwirin Special Opportunities Fund L.P. v. Mehrotra, No. 10-10979, 2001 WL 317752, at *1 (D.Mass. Jan. 31, 2011).
. Bowen v. Eli Lilly & Co., 408 Mass. 204, 207, 557 N.E.2d 739 (1990), quoted in Page, 39 F.3d at 388.
. Fidler v. Eastman Kodak Co., 714 F.2d 192, 199 (1st Cir. 1983).
. Id.
. No. 05-P-628, 66 Mass.App.Ct. 1111, 2006 WL 1599812, at *1 (Mass.App.Ct. June 12, 2006).
. Id.
. Id., at *2.
. Salvas v. Wal-Mart Stores, Inc., 452 Mass. 337, 376-77, 893 N.E.2d 1187 (2008).
. Puritan Med. Ctr., Inc. v. Cashman, 413 Mass. 167, 175, 596 N.E.2d 1004 (1992).
. See Epstein v. C.R. Bard, Inc., 460 F.3d 183, 189-90 (1st Cir. 2006).
. Id. at 190.
. Bernier v. Upjohn Co., 144 F.3d 178, 180 (1st Cir. 1998).
. Protective Life Ins. Co. v. Sullivan, 425 Mass. 615, 631, 682 N.E.2d 624 (1997).
. Bernier, 144 F.3d at 180.
. Neverson v. Farquharson, 366 F.3d 32, 42 (1st Cir. 2004).
. Id.
. Compl. ¶ 5.
. Compl. ¶ 65.
. Compl. ¶ 53. The Class Action Complaint does not state the exact date that Plaintiffs employment was terminated. Bain uses February 15, 2007 as the date Abdallah's claims accrued. Def. Bain Capital, LLC’s Mot. to Dismiss, at 5. Plaintiff has not contested this date, and the court sees no reason not to accept it as the last possible accrual date.
. Lareau, 39 F.3d at 388.
. See Fidler, 714 F.2d at 199.
. Compl. ¶ 20.
. Compl. ¶ 28.
. Fidler, 714 F.2d at 199; see Curry, 2006 WL 1599812, at *2.
. Compl. ¶¶ 57-58.
. Compl. ¶ 57.
. Mass. Gen. Laws ch. 260, § 12; see also Puritan Med. Ctr., Inc., 413 Mass, at 175, 596 N.E.2d 1004.
. Epstein, 460 F.3d at 189-90.
. Compl. ¶ 29.
. See Bernier, 144 F.3d 178
. Id.
. Pl.’s Mem. of Law in Opp’n to Def.'s Mot. to Dismiss, at 7.
. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.
Reference
- Full Case Name
- Murielle ABDALLAH, Individually and on behalf of all other persons similarly situated v. BAIN CAPITAL LLC
- Cited By
- 8 cases
- Status
- Published