United States Court of Appeals For the First Circuit

Nos. 24-1171, 24-1490

JORGE BAEZ,

Plaintiff, Appellant,

v.

BAYMARK DETOXIFICATION SERVICES, INC.,

Defendant, Appellee.

APPEALS FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Mark G. Mastroianni, U.S. District Judge]

Before

Rikelman, Selya, and Lynch, Circuit Judges.

Tani E. Sapirstein and Sapirstein & Sapirstein, P.C. on brief for appellant. Richard S. Loftus, Samuel R. Gates, and Hirsch Roberts Weinstein, LLP on brief for appellee.

December 12, 2024 LYNCH, Circuit Judge. This case illustrates the

importance of suing the correct party and the dangers of ignoring

federal court scheduling orders. Jorge Baez sued BayMark

Detoxification Services, Inc., alleging BayMark Detox. was his

former employer and asserting claims of disability discrimination

under Mass. Gen. Laws ch. 151B, § 4. Baez was informed numerous

times by the defendant he sued that he had sued the wrong party.

Nonetheless, Baez made no timely attempt to seek to amend his

complaint to assert his claims against the correct former employer.

It was not until BayMark Detox. moved for summary judgment on the

ground that it was not at any time Baez's employer that Baez argued

briefly in his opposition that he should be allowed to amend his

complaint. The district court granted summary judgment to BayMark

Detox., denied Baez's Rule 60(b) motion for relief from that

judgment, and ordered Baez to pay BayMark Detox.'s costs. Baez v.

BayMark Detoxification Servs., Inc., No. 22-CV-30001,

, at *4 (D. Mass. Jan. 18, 2024). Baez appeals from all

three orders. We affirm.

I.

We state the undisputed facts of record.

Baez began working for Community Health Care, Inc. d/b/a

Health Care Resource Centers ("CHC") in August of 1997 as a

counselor at its facility in Chicopee, Massachusetts. In 2017,

BayMark Health Services, Inc. ("BHS") acquired CHC. During the

- 2 - COVID-19 pandemic, Baez was permitted to work from home for a

period beginning in August of 2020. On October 23, 2020, a routine

audit of the working hours Baez reported to CHC uncovered billing

"errors." This led to both a revocation of Baez's authorization

to work remotely on October 30, 2020, and to the employer's

consideration of terminating his employment. Shortly afterward,

also on October 30, 2020, Baez requested that he be permitted to

work at home again as an accommodation for what he said were his

ongoing health issues, including cellulitis. Baez's employment

was terminated on November 10, 2020.1

Baez filed this suit against BayMark Detox. in

Massachusetts Superior Court on November 23, 2021, alleging that

his employment was terminated in violation of Mass. Gen. Laws ch.

151B, § 4. BayMark Detox. removed the case to federal court based

on diversity of citizenship. BayMark Detox., like CHC, is a

subsidiary of BHS and is registered to do business in

Massachusetts, but BayMark Detox. and CHC have no connection to

one another.

1 Baez filed a Complaint of Discrimination with the Massachusetts Commission Against Discrimination naming CHC as his employer. CHC then filed a position statement with the MCAD in which CHC asked the MCAD to "issue a finding of Lack of Probable Cause and dismiss [Baez's] action" and asserted that "at all relevant times for the purposes of this matter, [Baez has] been employed by BayMark as a Counselor," with "BayMark" having earlier been defined as "Health Care Resource Centers, a subsidiary of BayMark Health Services, Inc." The MCAD dismissed Baez's Complaint in July of 2021.

- 3 - In its answer to Baez's complaint, BayMark Detox. stated

that "[Baez] was never employed by [BayMark Detox.]" and asserted,

among other things, that "[Baez's] claims [we]re barred for lack

of any legally significant, contractual, or other relationship

between the parties" and because "[Baez] failed to join a necessary

party." BayMark Detox. complied with Baez's discovery requests.

The district court referred adjudication of all

non-dispositive pretrial matters to a magistrate judge, and on

August 18, 2022, the magistrate judge issued a scheduling order

setting an October 28, 2022 deadline for "[f]iling of motions for

leave to amend the pleadings to add parties, claims, or defenses."

Baez did not seek to amend his complaint to add either CHC or BHS

as parties at any point prior to that October 28, 2022 deadline.

On October 11, 2023, BayMark Detox. moved for summary

judgment on the ground that Mass. Gen. Laws ch. 151B, § 4 only

authorizes relief against entities who engaged in "actionable

discriminatory conduct," quoting McLaughlin v. City of Lowell,

(Mass. App. Ct. 2013), and that there was "no

evidence that there was any act taken by [BayMark Detox.] toward

Baez at all" because the undisputed facts established that

"[BayMark Detox.] is an entirely separate entity from Baez's former

employer, CHC."

Baez's November 15, 2023 opposition to summary judgment

did not dispute that BayMark Detox. had never employed Baez.

- 4 - Instead, Baez asserted that "[a]fter the acquisition of CHC by

BHS, Baez was an employee of BHS and not CHC" and that "BHS is not

registered to do business in the Commonwealth of Massachusetts and

therefore has no registered agent for service of process." Baez

explained that "Plaintiff served [BayMark Detox.] through its

registered agent for service of process" because BHS was not

registered to do business in Massachusetts but BayMark Detox. was.

Baez contended that "BHS and [BayMark Detox.] are related parties

as BHS is the parent company of Defendant" and "[n]either [BayMark

Detox.] nor BHS should be able to avoid liability by failing and

neglecting to comply with the legal requirements necessary to do

business in Massachusetts." Baez also requested, for the first

time and as part of his opposition to BayMark Detox.'s motion for

summary judgment, that "he be permitted to amend the Complaint to

name BayMark Health Services, Inc. as an additional party."

The district court held that, while "there are factual

disputes about whether Plaintiff's employer was CHC or BHS, it is

uncontested that Defendant had no employees and played no role in

operating the Chicopee facility." Baez,

, at *3.

Based on that undisputed fact, the district court granted summary

judgment to BayMark Detox. because Baez failed to "establish all

the necessary elements" of a Chapter 151B claim by failing to

"demonstrat[e] that the entity he sued took an adverse employment

action against him because of discriminatory animus or aided or

- 5 - abetted such an action."

at *4 (citing Verdrager v. Mintz,

Levin, Cohn, Ferris, Glovsky & Popeo, P.C.,

(Mass. 2016)). The district court also noted that Baez had "not

cited any authority that would allow [the] court to impose Chapter

151B liability on Defendant simply because it is a subsidiary of

BHS" and that Baez "addressed only two" of the "twelve factors a

court must consider before disregarding corporate form" and so

"f[e]ll far short of establishing a basis for th[e] court to

disregard Defendant's corporate form."

The district court also denied Baez's request to amend

his complaint, noting that he "did not move to amend his complaint

. . . prior to the October 28, 2022 deadline set in the Scheduling

Order" or "seek leave to file a late amendment as soon as he

learned through discovery that Defendant was not involved in

operating the Chicopee facility" and so did not show "good cause

for his delay in seeking to amend."

Baez moved for relief from the judgment under Federal

Rule of Civil Procedure 60(b), arguing that the district court

should have applied what Baez said was the more lenient

Massachusetts standard governing amendment of complaints because

the parties were before the court on a state law claim based on

diversity jurisdiction. The district court denied Baez's motion

in an electronic order, "reject[ing] Plaintiff's assertion that a

federal court sitting in diversity applies the procedural rules of

- 6 - its forum state [as to amendment of the complaint] as opposed to

the Federal Rules of Civil Procedure."

The district court awarded BayMark Detox. its court fees

and the costs of transcripts as the prevailing party.

II.

A.

Baez argues to this court that the district court erred

in granting summary judgment without engaging in the

burden-shifting process set out in McDonnell Douglas Corp. v.

Green,

(1973), as incorporated into

Massachusetts employment-discrimination law.2 See Bulwer v. Mount

Auburn Hosp.,

(Mass. 2016) ("[A]n employee

plaintiff may . . . survive [a motion for summary judgment] by

providing 'indirect or circumstantial evidence [of discriminatory

animus and causation] using the familiar three-stage,

burden-shifting paradigm first set out in McDonnell Douglas Corp.

v. Green.'" (third alteration in original)).

We review grants of summary judgment de novo.

Cortés-Rivera v. Dep't of Corr. and Rehab. of P.R.,

(1st Cir. 2010). Summary judgment is appropriate when there is

no genuine issue of material fact and the moving party is entitled

2 Baez has not argued on appeal that the district court erred when it concluded that there was no reason to disregard the corporate form and impose CHC/BHS's alleged Chapter 151B liability on BayMark Detox.

- 7 - to judgment as a matter of law.

Federal Rule of Civil

Procedure 56(c) requires entry of summary judgment against a party

who "fails to make a showing sufficient to establish the existence

of an element essential to that party's case." Celotex Corp. v.

Catrett,

(1986).

The district court did not err in granting summary

judgment to BayMark Detox. The district court had no reason to

get into the sufficiency of Baez's evidence of discrimination

because Baez's Chapter 151B claim failed for a more fundamental

reason: that he did not name his employer as the defendant as

Massachusetts law requires. See DeLia v. Verizon Commc'ns Inc.,

, 4 (1st Cir. 2011) (holding that defendant "cannot be

held liable under [Mass. Gen. Laws ch. 151B, § 4] because it is

not [plaintiff]'s 'employer'").

In Roberts v. Delta Air Lines, Inc.,

(1st

Cir. 2010), we noted that Massachusetts cases have determined that

an employer can be defined by "who has direction and control of

the employee and to whom . . . [the employee] owe[s] obedience in

respect of the performance of his work."

(alteration in

original) (quoting Fleming v. Shaheen Bros., Inc.,

(2008)). It is undisputed that BayMark Detox., as a

subsidiary of BHS separate and apart from CHC, exercised no control

over Baez. Baez admits that he was not employed by BayMark Detox.

and does not contest that "[his] tax records indicate he was

- 8 - employed by CHC."3 It is similarly undisputed that "[BayMark

Detox.] is an additional, distinct subsidiary of [BHS] and does

not maintain any active operation in Massachusetts," and that

BayMark Detox. does not have "any relationship employment-based or

otherwise, to CHC or Baez." BayMark Detox. is "a completely

separate and essentially unrelated company that operates in

different service lines that provide different types of

treatment." In light of these undisputed facts as to the lack of

any relationship between Baez and BayMark Detox., it is clear that

Baez's "complete failure of proof concerning an essential element

of the nonmoving party's case necessarily renders all other facts

immaterial."4 Celotex Corp.,

.

B.

Nor did the district court err in denying either Baez's

request to amend his complaint or his subsequent motion for relief

from judgment, which alleged that the district court should have

3 As the district court correctly observed, the issue of whether Baez was employed by CHC or BHS is not material to the question of whether BayMark Detox. was Baez's employer. 4 Baez also appears to fault the district court for incorporating an analysis of Baez's entitlement to amend into its analysis of the motion for summary judgment. We do not read the district court as having done so. In our view, the district court first determined that Baez's claims, as pled, failed as a matter of law, Baez,

, at *3, then went on to analyze whether Baez was entitled to attempt to remedy that defect by amending his complaint, ultimately concluding that he was not, id. at *4.

- 9 - applied Massachusetts' rules governing amendment of pleadings

rather than the federal rules. We review both "the denial of a

motion to amend," United States ex rel. Kelly v. Novartis Pharms.

Corp.,

(1st Cir. 2016), and "the district court's

decision to grant or deny relief under Rule 60(b)," Giroux v. Fed.

Nat'l Mortg. Ass'n,

(1st Cir. 2016), for abuse

of discretion.

1. Baez's Motion to Amend

Requests to amend a complaint are typically governed by

Federal Rule of Civil Procedure 15, which permits a party to "amend

its pleading once as a matter of course" and to make further

amendments "only with the opposing party's written consent or the

court's leave." Fed. R. Civ. P. 15(a)(1)-(2). In these

circumstances, "[t]he court should freely give leave when justice

so requires." Id. 15(a)(2). But "when a litigant seeks leave to

amend after the expiration of a deadline set in a scheduling order,

Rule 16(b)'s more stringent good cause standard supplants Rule

15(a)'s leave freely given standard." U.S. ex rel. D'Agostino v.

EV3, Inc.,

(1st Cir. 2015). "We 'defer to the

district court's hands-on judgment so long as the record evinces

an adequate reason for the denial.'" United States ex rel. Wilson

v. Bristol-Myers Squibb, Inc.,

(1st Cir. 2014)

(quoting Aponte-Torres v. Univ. of P.R.,

, 58 (1st Cir.

2006)).

- 10 - The district court did not abuse its discretion. Baez

did not attempt to request leave to amend his complaint until more

than a year after the October 28, 2022 deadline set by the

magistrate judge's scheduling order. The district court had ample

reason to find that Baez failed to "demonstrate good cause" to

"amend his complaint at th[at] late date."5 Baez,

,

at *4; see U.S. ex rel. D'Agostino,

.

Baez also "opted to amend [his] complaint through [his]

opposition to defendants' motion for summary judgment, a practice

this Court has routinely rejected." Katz v. Belveron Real Est.

Partners, LLC,

(1st Cir. 2022).

We reject Baez's argument that "he had no choice but to

pursue his claims against Defendant because BHS is not registered

to do business in Massachusetts." Baez,

, at *3.

Suit cannot be brought against the wrong defendant simply because

the correct defendant, according to Baez, has not registered to do

business within the forum state. See Fed. R. Civ. P. 4(h); Mass.

R. Civ. P. 4(e);

(permitting service

of process on foreign corporations "engaged in or soliciting

business in the commonwealth").

5 As to Baez's argument that CHC used its MCAD position statement to mislead Baez into believing that he had no choice but to name BayMark Detox. as the sole defendant, Baez misreads the position statement. The relevant language in the position statement merely reflects that CHC was not a subsidiary of BHS prior to its acquisition in 2017.

- 11 - 2. Baez's 60(b) Motion

As to the district court's denial of Baez's Rule 60(b)

motion, "[a]buse occurs when a material factor deserving

significant weight is ignored, when an improper factor is relied

upon, or when all proper and no improper factors are assessed, but

the court makes a serious mistake in weighing them." Giroux,

(quoting Bouret-Echevarría v. Caribbean Aviation

Maint. Corp.,

(1st Cir. 2015)).

The district court correctly held that "Rule 16(b)'s

more stringent good cause standard" applied. U.S. ex rel.

D'Agostino,

; see Baez,

, at *4.

Baez's argument that our decision in Trindade v. Grove

Services, Inc.,

(1st Cir. 2024), required the district

court to instead apply Massachusetts' standard for amendments is

misplaced. It is unclear whether, on appeal, Baez intends to

advance this argument in relation to the grant of summary judgment

to BayMark Detox., or just his 60(b) motion. In either event, his

argument is incorrect. In diversity cases, both requests to amend

and motions under 60(b) to reconsider rulings on requests to amend

are "governed by explicit federal procedural rules." Gwyn v. Loon

Mountain Corp.,

(1st Cir. 2003).

Trindade dealt not with a motion to amend but with Rule

15(c) of the Federal Rules of Civil Procedure, which governs

relation-back of amendments. 91 F.4th at 494. The express

- 12 - language of this rule states that a federal court should apply any

"less restrictive state relation-back rules." Id. at 495 (quoting

Morel v. DaimlerChrysler AG,

, 26 (1st Cir. 2009)).

C.

Finally, the district court did not err when it granted

BayMark Detox.'s bill of costs. The statute governing taxation of

costs permits a judge to tax costs for, among other things, "[f]ees

for printed or electronically recorded transcripts necessarily

obtained for use in the case."

(2). The award or

denial of costs is reviewed for an abuse of discretion. See 10

James Wm. Moore et al., Moore's Federal Practice § 54.100[4][b]

(3d ed. 1997); see also B. Fernandez & HNOS, Inc. v. Kellogg USA,

Inc.,

(1st Cir. 2008) ("We review the denial of .

. . costs . . . for abuse of discretion."). "It is within the

discretion of the district court to tax deposition costs if special

circumstances warrant it, even though the depositions were not put

in evidence or used at trial." Templeman v. Chris Craft Corp.,

(1st Cir. 1985).

In an electronic order, the district court determined

that the transcripts for which BayMark Detox. sought costs were

"relied upon to support its motion for summary judgment" and

therefore "necessarily obtained for use in this case." (quoting

(2)). Baez has not explained why these particular

transcripts were not "necessarily obtained" other than to say that

- 13 - they were not cited in BayMark Detox.'s motion for summary

judgment. Nor did Baez make any such argument before the district

court below. And contrary to Baez's assertion that BayMark Detox.

bears the burden of proof, "[t]here is a background presumption

favoring cost recovery for prevailing parties." B. Fernandez &

HNOS, Inc.,

.

The rulings of the district court are affirmed. Costs

are awarded to BayMark Detox.

- 14 -