United States Court of Appeals For the First Circuit

Nos. 23-1288 23-1333 PAULO TRINDADE,

Plaintiff, Appellee/Cross-Appellant,

v.

GROVE SERVICES, INC.; VICTOR SPIVAK,

Defendants, Appellants/Cross-Appellees.

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

[Hon. Allison Burroughs, U.S. District Judge]

Before

Montecalvo, Lynch, and Rikelman, Circuit Judges.

Irwin B. Schwartz, with whom BLA Schwartz PC was on brief, for appellants/cross-appellees.

David B. Summer, with whom Law Office of David B. Summer, Alan D. Meyerson, and Law Office of Alan David Meyerson were on brief, for appellee/cross-appellant.

January 12, 2024 RIKELMAN, Circuit Judge. Convinced that he had been

short-changed on his sales commission compensation, Paulo Trindade

sued his former employer for breach of contract and violations of

the Massachusetts Wage Act. Following a bench trial, the district

court ruled in part for Trindade and in part for the employer,

Grove Services, Inc., awarding Trindade $330,597 in damages. Both

parties appealed. Grove focuses its challenge on Trindade's Wage

Act claim, which accounts for the bulk of the damages award,

arguing that the district court was wrong in concluding that this

claim, first asserted in Trindade's amended complaint, was timely

because it relates back to his original complaint. Grove further

objects to the amount of the damages award. Trindade also finds

fault with the damages award, contending that he was entitled to

more money.

We agree with the district court that, under

Massachusetts law, Trindade's amended complaint relates back to

his original complaint. We also conclude that the record

abundantly supports the district court's decisions to award the

damages it did and to decline to award more based on Trindade's

preferred calculation. Therefore, we affirm the district court's

judgment.

-2- I. BACKGROUND

A. Relevant Facts

Our review follows a bench trial, so we give due

deference to the district court's findings of fact in describing

the dispute between the parties. See Duval v. U.S. Dep't of

Veterans Affs.,

(1st Cir. 2023).

Grove is an exporter of frozen meat products that is

headquartered in Massachusetts. It also has offices in Atlanta,

Georgia and cities abroad, as well as a distribution operation in

Ukraine. Victor Spivak is Grove's owner and president and the

primary salesperson for Russia and Ukraine. Trindade worked for

Grove from 2010 to 2017 as the company's Product and Sales Director

for Latin America, based in the company's Atlanta office.

Trindade's compensation plan was set out in a written

employment contract with Grove, which provided that he would earn

a base salary plus an annual sales commission. Any commission

would be "equal to fifteen percent (15%) of the Net Profits

attributable to [Trindade's] sales to the extent that such Net

Profits exceed US $150,000." The contract contained a complex

formula for calculating "Net Profits." But it stated, in essence,

that Trindade's commission would equal the gross sales order

amounts that he generated and managed, minus six categories of

-3- deductions.1 The contract further stated that the commission

"shall be calculated . . . and paid to [Trindade] within sixty

(60) days after the relevant calendar year end." This contract

remained in effect for the entirety of Trindade's employment with

Grove.

The parties' dispute centers on Trindade's sales

commissions for the years 2014, 2015, and 2016. In 2014, Trindade

received a $47,647.46 sales commission, from which Grove deducted

$7,041 to fund his 401(k) account. In 2015, he did not receive

any commission. Although Trindade had his most profitable year in

1 Specifically, the agreement stated that Grove would calculate net profits as follows:

(a) the gross sales order amounts generated and managed by [Trindade] (tracked by [Grove] under [Trindade's] employee number), minus (b) the actual costs of goods sold attributable to such sales orders, minus (c) all transportation and freight charges relating to the transportation of product and all storage charges, demurrage charges, insurance and other costs and expenses directly relating to such sales orders, minus (d) a proportionate amount of the salary, bonus, benefits and other compensation paid to or on behalf of employees and consultants, including [Trindade], working out of or for [Grove's] Atlanta office, minus (e) proportionate amount of the overhead, costs and expenses of [Grove's] Atlanta office and a proportionate amount of the overhead, costs and expenses of [Grove] reasonably apportioned to [Grove's] Atlanta office, minus (f) a proportionate amount of all interest expenses (internal or external) calculated as a function of the working capital needs of [Grove's] Atlanta office, and minus (g) a proportionate amount of a fifteen percent (15%) return on the capital investment of [Grove] in its Atlanta office.

-4- 2015, the company experienced overall loses due to instability in

Russia and Ukraine. As a result, Grove decided that it could not

forgo a particular deduction when calculating Trindade's 2015

commission, although it had done so in previous years. In 2016,

Grove changed its commission calculation without renegotiating

Trindade's employment contract. It began using a new formula that

it stated was designed to better incentivize employees, simplify

calculations, and represent a fairer and more reasonable

assessment of commissions. The new formula eliminated the

deductions Grove had previously applied to the net profit

calculation. But it also reduced the commission percentage from

15% of net profits to 7.5%. Using this new formula, Grove paid

Trindade a commission of $146,538 for 2016 -- $101,093 of which it

paid after the deadline provided in the employment contract. As

in 2014, Grove deducted a 401(k) contribution -- in the amount of

$6,759 -- from Trindade's commission payment for 2016.

Trindade ended his employment with Grove effective

December 31, 2017. On March 6, 2019, he filed a complaint for

unpaid wages with the Massachusetts Attorney General's Office

("AGO"). The complaint stated that he had worked for Grove from

2010 to 2017 and that he was owed "unpaid commissions" from the

company. Five days later, Trindade received a letter from the AGO

permitting him to sue Grove on his own behalf.

-5- B. Legal Proceedings

1. Original Complaint and Amended Complaint

On April 15, 2019, Trindade brought a diversity action

against Grove and Spivak (collectively, "Grove") in the District

of Massachusetts. He alleged that Grove underpaid his commission

for calendar year 2015. He asserted two claims: (1) violation of

the Massachusetts Wage Act, based on Grove's failure to pay him

the correct amount of his 2015 commission on time, and (2) breach

of contract.

On June 15, 2020, Trindade filed a motion to amend his

complaint. He asserted that he had discovered new Wage Act

violations and breaches of contract through written discovery.

Importantly, the amended complaint added allegations regarding his

commission for calendar year 2016. Trindade alleged that Grove

subtracted what was supposed to be a one-time deduction from his

2015 commission two years in a row, in 2015 and in 2016.2 He

further alleged that Grove reduced the amount of his 2016

commission from 15% of the net profits from his sales to 7.5%.

Because of this invalid deduction and reduction, Trindade

asserted, Grove failed to pay him the correct amount of his 2016

2 Trindade explained in his motion to amend that, for calendar year 2015, Grove subtracted $315,900 from his commission to reflect an outstanding debt that one of his customers owed. He claimed that the $315,900 adjustment should have been a one-time deduction, but documents produced in discovery indicated that Grove made the same deduction for the next calendar year.

-6- commission by the date set forth in the employment contract. Like

the original complaint, the amended complaint contained two

counts: (1) violation of the Massachusetts Wage Act, based on

Grove's failure to pay the commissions due for the years 2015 and

2016 in a timely fashion, and (2) breach of contract, based on

Grove's failure to compensate Trindade for his work in accordance

with the terms of the employment contract for the years 2013 to

2016.

The magistrate judge granted Trindade's motion to amend.

But she limited discovery on the new allegations in the amended

complaint to a deposition of Grove's corporate witness.

2. Bench Trial

The case proceeded to a bench trial, after which the

district court made four critical findings. First, Grove breached

the employment contract by deducting $7,041 from Trindade’s 2014

sales commission to fund his 401(k) account. Second, Trindade did

not prove by a preponderance of the evidence that he was owed any

commission in 2015 or that Grove engaged in improper calculations

to conclude that no commission was owed. Therefore, he could not

prevail on his 2015 claims. Third, Grove violated the Wage Act by

(1) failing to pay Trindade his 2016 commission by the deadline

provided in the employment contract and (2) improperly deducting

from his 2016 commission its 401(k) contribution of $6,759 -- which

represented an unpaid wage. Fourth, Grove was additionally liable

-7- for breach of contract due to the late payment of Trindade's 2016

commission and the improper 401(k) deduction that year.

The district court awarded Trindade damages for the 2014

and 2016 breaches of contract and for the 2016 Wage Act violation.

It determined that, due to the breach of contract as to the 2014

commission, Trindade was entitled to $7,041 in damages -- the

amount Grove deducted from his commission to fund his 401(k).

Further, it found that Trindade was entitled to $107,852 in late

and unpaid wages as to the 2016 commission -- $101,093 that Grove

paid after the deadline in the contract and $6,759 that Grove

improperly diverted to his 401(k). The $107,852 was subject to

mandatory trebling under the Wage Act, bringing the damages for

the 2016 Wage Act claim to $323,556. Adding in the damages for

the 2014 401(k) violation, the district court awarded Trindade

$330,597 in total damages.

In arriving at the judgment, the district court rejected

Grove's argument that the Wage Act claim premised on the late

payment and underpayment of Trindade's 2016 commission was time-

barred. It determined that the 2016 claim related back to the

original complaint, which was filed well within the statute of

limitations applicable to the 2016 claim. But the district court

also found that Trindade had failed to prove that, because Grove

cut his commission rate in half, from 15% of net profits to 7.5%,

-8- he was entitled to an additional $146,538 in unpaid wages for that

year.

This timely appeal followed.

II. STANDARD OF REVIEW

"Following a bench trial, this Court reviews the

district court's findings of fact with deference, overturning them

only when clearly erroneous, but reviews its legal conclusions de

novo." Rojas-Buscaglia v. Taburno-Vasarhelyi,

(1st Cir. 2018) (internal quotations and citation omitted). A

"more flexible standard" governs mixed questions of fact and law.

Markham Concepts, Inc. v. Hasbro, Inc.,

(1st Cir.

2021). "The more fact intensive the question, the more deferential

the level of review," and "the more law intensive the question,

the less deferential the level of review."

(quoting In re IDC

Clambakes, Inc.,

(1st Cir. 2013)).

The parties dispute the applicable standard of review

for the district court's relation-back decision. We do not dwell

on this dispute, however, because we conclude that we would affirm

under either abuse of discretion or de novo review. See Alison H.

v. Byard,

(1st Cir. 1998) (concluding that it "ma[de]

no difference" whether the court applied an abuse of discretion or

de novo standard because reversal was warranted under either one).

As to the decision to award damages and the calculation

of the damages amount, we review the district court’s rulings for

-9- abuse of discretion. Banco Popular de Puerto Rico v. Asociación

de Compositores y Editores de Música Latinoamericana (ACEMLA),

, 113–14 (1st Cir. 2012); Rojas-Buscaglia, 897 F.3d at 32–

33. Under this standard, Grove and Trindade "must convince this

Court that the district court 'committed a meaningful error in

judgment.'" Rojas-Buscaglia,

(quoting Lussier v.

Runyon,

(1st Cir. 1995)).

With these principles in mind, we turn to the parties'

arguments on appeal.

III. DISCUSSION

Both parties object to aspects of the district court's

judgment. Grove argues that the district court erred in two ways:

first, in finding that the Wage Act claim premised on Trindade's

2016 commission related back to the original complaint, and second,

in determining that Trindade was entitled to damages.3 Trindade,

for his part, contends that the district court abused its

discretion in not awarding him double the amount of commission for

2016. We address each argument in turn. Ultimately, we affirm

the district court's relation-back decision and its damages award.

3Grove additionally argued in its opening brief that, according to relevant Massachusetts law, its payment of the 2016 commission was not late under the Wage Act. However, it abandoned that position at oral argument, so we do not address it.

-10- A. Relation Back

We begin with Grove's contention that the Wage Act claim

founded on Trindade's 2016 commission is untimely and that the

district court erred in concluding that this claim relates back to

the original complaint. We first discuss the applicable statute

of limitations for claims brought under the Wage Act and then turn

to the issue of relation back.

"The [Massachusetts] Wage Act imposes liability on

employers who fail to pay wages earned by their employees."

Ellicott v. Am. Cap. Energy, Inc.,

(1st Cir.

2018) (citing

(2009)). The

statute's purpose "is to protect employees and their right to wages

by requiring employers to pay employees their wages in a timely

fashion, according to the parameters set out in the statute."

Parker v. EnerNOC, Inc.,

, 333 (Mass. 2020) (internal

quotations and citations omitted). Commissions are wages within

the meaning of the statute when the amount has been "definitely

determined" and has become "due and payable" to the employee.

; see Okerman v. VA Software Corp.,

(Mass. App. Ct. 2007). The statute creates

a private right of action for employees and allows them to recover

treble damages for lost wages, in addition to attorneys' fees and

costs.

(2009).

-11- "Wage Act claims are subject to a three-year statute of

limitations that attaches separately to each individual violation

of the act." Ellicott,

; see

. The statute of limitations period is tolled from the

date an employee files a complaint with the AGO alleging violations

of the Wage Act until the date the AGO issues a letter authorizing

the employee to bring suit on the employee's own behalf.

.

Grove argues in its reply brief, and argued below, that

Trindade's Wage Act claim based on his 2016 commission accrued,

and the statute of limitations started running, on March 1, 2017.4

4 Grove suggests in its opening brief that the statute of limitations for Trindade's 2016 Wage Act claim commenced on March 17, 2017 -- the date it actually paid Trindade his commission. It did not take that position before the district court. In its reply, Grove affirms that it maintains its original position asserted below that the claim accrued on March 1, 2017.

We do not focus on the implications of this back-and-forth because, even if the three-year statute of limitations started running on March 17, 2017, it still would have lapsed before June 2020, when Trindade moved to file the amended complaint asserting the 2016 claim. Trindade did initially argue that if, as Grove asserts in its opening brief, March 17, 2017, marks the beginning of the statute of limitations period, his claim is timely because all statutes of limitations in Massachusetts were tolled from March 17, 2020, until June 30, 2020, due to the COVID-19 pandemic. See Mass. Sup. Jud. Ct., Third Updated Order Regarding Court Operations Under the Exigent Circumstances Created by the COVID-19 (Coronavirus) Pandemic, No. OE-144 (June 24, 2020). But the Massachusetts Supreme Judicial Court's ("SJC's") order tolling limitations periods during the COVID-19 pandemic was issued pursuant to the court's "superintendence authority . . . to oversee 'the administration of all courts of inferior

-12- That is the date that Trindade's commission was due under the

employment contract, which states that Grove shall pay commissions

within sixty days after the end of the relevant calendar year.

The parties agreed below that Trindade's claims were tolled for

five days to account for the time between when he filed a complaint

with the AGO, on March 6, 2019, and when he received his right-

to-sue letter, on March 11, 2019. Accounting for those five days

of tolling, Grove contends that the three-year statute of

limitations period for the 2016 Wage Act claim expired on March 6,

2020. Yet, as it points out, Trindade did not assert this claim

until he moved to amend his complaint on June 15, 2020.

Accordingly, Grove argues, the 2016 Wage Act claim is untimely,

and it cannot be liable on that claim unless the claim relates

back to the original complaint.

jurisdiction.'" Dunn v. Langevin,

, 1061 (Mass. 2023) (quoting

(2012)); see also Shaw’s Supermarkets, Inc. v. Melendez,

, 358–59 (Mass. 2021). The SJC tolled statutory deadlines as part of its attempt to "provid[e] guidance to lower courts as to how to conduct court operations safely amid the ongoing public health crisis." Dunn, 211 N.E.3d at 1063–64 (quoting Graycor Constr. Co. Inc. v. Pac. Theatres Exhibition Corp.,

, 1092 (Mass. 2022)).

Grove therefore contends that the tolling policy does not apply to an action like Trindade's that was brought in federal district court. Trindade did not contest this point in his response/reply brief or at oral argument and thus effectively conceded it.

-13- As the district court noted, the original complaint,

filed on April 15, 2019, was filed well within the three-year

statute of limitations period for the 2016 claim. Trindade does

not seem to dispute that, if his 2016 Wage Act claim accrued on

March 1, 2017, it is time-barred unless the amended complaint

relates back to the original complaint. Accordingly, we turn our

attention to relation back.

"Under the doctrine of relation back, an amended

complaint can be treated, for purposes of the statute of

limitations, as having been filed on the date of the original

complaint." Pessotti v. Eagle Mfg. Co.,

(1st

Cir. 1991). When, as here, a plaintiff amends a complaint to add

a new claim, Rule 15(c) of the Federal Rules of Civil Procedure

provides that an amended pleading relates back to the date of the

original pleading if (1) "the law that provides the applicable

statute of limitations allows relation back," or (2) "the amendment

asserts a claim or defense that arose out of the conduct,

transaction, or occurrence set out -- or attempted to be set out

-- in the original pleading." Fed R. Civ. P. 15(c)(1)(A)-(B).

We have explained that this provision "cements in place

a one-way ratchet; less restrictive state relation-back rules will

displace federal relation-back rules, but more restrictive state-

relation back rules will not." Morel v. DaimlerChrysler AG,

(1st Cir. 2009); see also Fed. R. Civ. P. 15 advisory

-14- committee's note to 1991 amendment (explaining that, under Rule

15(c)(1), if the controlling body of limitations law "affords a

more forgiving principle of relation back than the one provided in

[the federal rule], it should be available to save the claim").

Here, Massachusetts law provides the applicable statute of

limitations, so Massachusetts relation-back law is relevant. See

Coons v. Indus. Knife Co.,

(1st Cir. 2010). As we

have recognized, Massachusetts law governing relation back is less

restrictive than federal law; as such, a plaintiff in a diversity

case can invoke Massachusetts law as part of the "one-way ratchet."

See Salmon v. Lang,

, 324 n.26 (1st Cir. 2022) (citing

with approval district-court cases relying on Morel in holding

that "whether a diversity-plaintiff's 'state-law claims relate

back is an issue of Massachusetts law'" (quoting Abernathy v.

Dewey,

, 137–38 (D. Mass. 2017))). Accordingly,

consistent with Rule 15(c)(1)(A), the district court looked to

Massachusetts law to determine whether Trindade's 2016 Wage Act

claim relates back to the original complaint. See 6A Charles Alan

Wright & Arthur R. Miller, Federal Practice and Procedure § 1503

(3d ed. 2018).

As the district court properly noted, Massachusetts has

"'liberal' rules governing the amendment and relation back of

pleadings." Herrick v. Essex Reg'l Ret. Bd.,

(Mass. App. Ct. 2007); see also Hogan v. Fischer,

,

-15- 518 (2d Cir. 2013) (explaining that Rule 15(c)(1)(A) directs courts

to look to "the entire body of limitations law that provides the

applicable statute of limitations," not merely the "limitations

law's test for relation back"). Underpinning this "liberal

approach to the amendment of pleadings, and their retrospective

effect," is the theory that "if an action was timely brought at

the outset, every consideration ought to be given [to] an amendment

which would prevent the plaintiff's claim from being lost if an

amendment were not allowed." Aker v. Pearson,

(Mass. App. Ct. 1979).

The particular test for relation back is found in

Massachusetts Rule of Civil Procedure 15(c), which states that

"[w]henever the claim or defense asserted in the amended pleading

arose out of the conduct, transaction, or occurrence set forth or

attempted to be set forth in the original pleading, the amendment

(including an amendment changing a party) relates back to the

original pleading." Mass. R. Civ. P. 15(c). The SJC has explained

that the rule requires a sufficient "nexus" between a later-

asserted claim and the original pleading. See Weber v. Cmty.

Teamwork, Inc.,

(Mass. 2001). It also has

interpreted the rule to require that the original complaint provide

a defendant with sufficient notice of the wrongdoing alleged in

the amended complaint. See

at 717–18.

-16- Grove contends that there was neither a sufficient nexus

nor sufficient notice here. It argues that Trindade's original

complaint focused only on the payment of his 2015 commission, and

his amended complaint added allegations based on his 2016

commission. It states that Trindade asserts separate statutory

violations based on discrete events, and, therefore, his 2016 Wage

Act claim does not arise from the same conduct, transaction, or

occurrence as the 2015 Wage Act claim. In addition, Grove contends

that the district court erred in finding that the original

complaint provided Grove with adequate notice that Trindade would

later bring Wage Act claims based on his 2016 commission.

Massachusetts cases do not appear to precisely define

the parameters of the "conduct, transaction, or occurrence"

standard set out in Massachusetts Rule of Civil Procedure 15(c).

And we cannot locate a relation-back case involving the exact

circumstances here. We can, though, analogize to the res judicata

context, in which Massachusetts courts employ a similar standard.

To determine whether two causes of action are the same for the

purposes of res judicata, Massachusetts courts "ask whether the

two actions arose from the same transaction or series of connected

transactions." Laramie v. Philip Morris USA Inc.,

,

745 (Mass. 2021). Because there is more relevant Massachusetts

caselaw defining "transaction," as opposed to "conduct" or

"occurrence," we focus on whether the 2016 Wage Act claim arose

-17- out of the transaction set forth or attempted to be set forth in

Trindade's original complaint.

The SJC has explained that "a 'transaction' generally

'connotes a natural grouping or common nucleus of operative

facts.'"

at 745-46 (quoting Restatement (Second) of Judgments

§ 24 cmt. b (Am. L. Inst. 1982)). Massachusetts courts

pragmatically determine what factual grouping constitutes a

transaction. Saint Louis v. Baystate Med. Ctr., Inc.,

(Mass. App. Ct. 1991). Factors considered are "whether

the facts are related in time, space, origin, or motivation,

whether they form a convenient trial unit, and whether their

treatment as a unit conforms to the parties' expectations." Smith

v. Smith, No. 111386,

, at *5 (Mass. Super. Ct.

Nov. 15, 2011) (cleaned up); see also Baystate Med. Ctr.,

. Massachusetts caselaw has further explained that

whether a factual grouping constitutes a transaction is "perhaps

most straightforward when the claims at issue arise from the same

contract," between the same parties, "that was adjudicated in the

earlier proceeding." N. Am. Cath. Educ. Programming Found., Inc.

v. Clearwire Spectrum Holdings II, LLC, No. SUCV20153118BLS2,

, at *2 (Mass. Super. Ct. Feb 24, 2020).

Applying this understanding of transaction under

Massachusetts law, we conclude that Trindade's 2016 Wage Act claim,

as asserted in his amended complaint, flows from the same factual

-18- nexus as his 2015 Wage Act claim. To be sure, Trindade's amended

complaint added allegations concerning different events than those

alleged in the original complaint, and there is a temporal gap

between the two Wage Act claims. But that alone does not defeat

relation back. Cf. Rural Fire Prot. Co. v. Hepp,

,

361–62 (9th Cir. 1966) (interpreting similar language under the

federal rule and holding that an amended complaint seeking unpaid

wages owed under an employment contract for one pay period related

back to the original complaint seeking unpaid wages for an earlier

pay period because the amended pleading arose from the same general

transaction, could be established by the same kind of evidence,

and did not take the defendant by surprise). Both claims arise

out of the same contract and are related in origin -- the late

payment and underpayment of commissions, in violation of the

specific commission formula and deadline for payment set forth in

that contract. For instance, in his original complaint, Trindade

alleged that Grove failed to timely pay and underpaid his

commission for calendar year 2015, in which he had record profits.

Then, in his amended complaint, Trindade asserted that, in both

his record-breaking year and the subsequent year, Grove deducted

the exact same loss from his total commission amount. Because of

this duplication, he stated, Grove failed to timely pay and

underpaid his commission for calendar year 2016. The 2015 and

2016 claims concern sequential commission payouts in which the

-19- calculation in one year affected the amount received in the

following year. And they both focus on the same provisions of the

parties' contract: the date on which commissions must be paid and

the method according to which commissions must be calculated as

set forth in the employment contract. A sufficient nexus therefore

exists.

That nexus, however, does not alone resolve the issue of

whether the amended complaint relates back to the original

complaint. Massachusetts law also inquires into whether the

original pleading provided the defendant with adequate notice of

the potential new claims.5 See Weber, 752 N.E.2d at 717–18. The

district court found that it was "undisputable that [Trindade's]

initial pleading provided [Grove] with adequate notice of the

potential new claims" because Grove's "wage and commission payment

practices were the entire subject matter of that first complaint."

Trindade v. Grove Servs., Inc., No. 19-10717,

, at

*8 (D. Mass. Feb. 22, 2023). As Grove correctly points out,

5 Indeed, this notice requirement is tied to the underlying goal of relation-back rules and what distinguishes those rules from the rules governing the joinder of claims and parties. See Wright & Miller, supra, § 1497 (explaining, in the context of federal relation-back law, that "[b]ecause the rationale of the relation-back rule is to ameliorate the effect of the statute of limitations, rather than to promote the joinder of claims and parties," courts determining whether an amended pleading relates back to the initial pleading do not conduct "simply an identity of transaction test"; instead, they also examine "whether the opposing party has been put on notice regarding the claim or defense raised by the amended pleading").

-20- Trindade's original complaint did not mention the payment of his

commission for calendar year 2016. Nevertheless, we agree with

the district court that the original complaint alleging

underpayment and untimely payment of commission in one year

sufficiently notified Grove of the potential for claims based on

underpayment and untimely payment of commission in the following

year, pursuant to the same compensation plan. The fact that

Trindade's 2016 Wage Act claim was based in part on Grove's

commission calculation for 2015 bolsters this conclusion.

Moreover, allowing Trindade to proceed with his 2016

Wage Act claim would not contravene what the SJC has described as

"'the major policy' behind a statute of limitations -- the

collection and preservation of evidence." Weber,

(quoting 6 James W. Smith & Hiller B. Zobel, Mass. Rules

Practice § 15.9 (1974 & Supp. 2001)). Discovery was still open

and ongoing when the district court permitted Trindade to amend

his complaint. And the trial in the case did not occur until

nearly two years later. Thus, Grove had ample time to gather

evidence to refute Trindade's 2016 Wage Act claim. Meanwhile, as

a condition of amending his complaint, Trindade was prohibited

from seeking any additional written discovery or production of

documents relating to that claim.

The timing of the amended complaint distinguishes the

circumstances here from those in Weber, a case that Grove relies

-21- on heavily in arguing that relation back is not permitted. Indeed,

the facts in Weber are so different that it has little application

here. In that case, the plaintiff sought to amend her complaint

at the end of trial, right before closing arguments. Id. at 703–

04 (seeking to amend to add a retaliation claim in an employment

discrimination case). In concluding that the new claim she sought

to pursue did not relate back to the earlier pleadings, the SJC

explained that "at such a late date[,] . . . the defendants had no

opportunity to gather and introduce such evidence as was required

to refute" her new allegations. Id. at 718. By contrast, here,

Grove could collect and offer evidence to rebut Trindade's claim

well before trial. In fact, Grove does not point to any harm in

collecting evidence or preparing for trial that it suffered because

the district court allowed Trindade to amend his complaint.

The Weber court also emphasized that the plaintiff

"offered no explanation" for the delay in raising her claim. Id.

But Trindade did offer a reason for amending his complaint to add

the 2016 Wage Act claim: he asserted that he did not discover

Grove's duplicate deduction until discovery. Trindade's trial

testimony supports that assertion. He stated at trial that, in

contrast to other years, he never received a summary of his

commission calculations for the 2015 year in which Grove's

deduction was improperly made until discovery in this case.

-22- In addition, permitting Trindade to advance his 2016

Wage Act claim, when the above requirements are satisfied, accords

with the goal of Massachusetts' liberal relation-back doctrine: to

avoid depriving plaintiffs of a valid claim. See Go Best Assets

Ltd. v. Goldings, No. 010577BLS1,

, at *3 (Mass.

Super. Ct. Sept. 19, 2007) (finding that, although defendants'

argument that they lacked notice of the later-asserted claim had

"some force," Massachusetts' policy that "regard[s] indulgently

any amendment whose denial would deprive the plaintiff of a claim"

weighed in favor of allowing an otherwise untimely claim to relate

back (citation omitted)).

Having reviewed the relevant cases, we see no reason to

disturb the district court's holding that Massachusetts law

permits relation back in these circumstances.6

B. Grove's Challenge to the Damages Award

Having determined that Trindade's 2016 Wage Act claim

relates back to his original complaint, we next turn to Grove's

argument that Trindade is not entitled to damages. Grove raises

several points in contending that the damages award was unsupported

by the district court's findings of fact and the evidence. The

6 Because we affirm the district court's relation-back decision on other grounds, we do not address Trindade's argument, made only in a footnote in his opening brief, that relation back is automatic under Massachusetts law once an amendment is allowed, so the district court's order granting his motion to amend should have resolved the relation-back issue.

-23- record amply supports the damages award, so we see no abuse of

discretion.

Grove's primary contention is that its payment of the

2016 commission did not violate the Wage Act because Trindade

failed to demonstrate the amount of commission that Grove owed him

under the contract for that year or demonstrate that Grove owed

him any commission at all for that year. As support, it points to

the district court's finding that Trindade had "not demonstrated

how much in wages he was actually owed in 2016 under the terms of

the [contract]." Trindade,

, at *8. Because the

Wage Act does not impose a penalty for the late payment of

commissions that are not due to an employee, Grove maintains, the

damages award was erroneous, and it conflicts with the district

court's findings.

Grove, however, expressly conceded below that it owed

Trindade a commission for 2016. The only dispute between the

parties at trial was which formula applied to calculate that

commission. For instance, in its proposed findings of fact and

conclusions of law submitted after trial, Grove stated that "[f]or

2016, under its new commission calculation system, Grove owed Mr.

Trindade commissions of $146,538." Similarly, it stated that

"[f]or 2016 Grove paid Mr. Trindade his $130,000 base salary[,]

and he earned $146,538 in performance commission under its new

methodology." Grove has waived any argument that the damages award

-24- lacks an evidentiary basis on the ground that it did not owe

Trindade commission for 2016.

It is true that, at trial, Grove introduced testimony

that Trindade's 2016 net commission under the new formula was more

than it would have been under the old formula provided in the

employment contract, mainly because the new methodology eliminated

deductions based on overhead costs and working capital. But

regardless of the differences between what Trindade earned under

the new formula and under the old formula, Grove never contested

that it did, in fact, owe Trindade a commission for 2016, and it

stated below that the commission was due on March 1, 2017. The

parties agreed that Grove paid $101,093 in commission after March

1, 2017. Given these undisputed facts, the district court acted

within its discretion when it awarded $101,093 as late-paid wages.

Recycling its above arguments, Grove also disputes the

district court's award of damages for the 401(k) deductions in

2014 and 2016. But that award too finds sufficient basis in the

record. At trial, Trindade claimed that Grove was supposed to

fund his 401(k) account with its own money, not with the money he

earned through his sales, and that nothing in his employment

contract allowed Grove to deduct what should have been its employer

retirement contribution from his total commission. Yet Grove

insists that, because Trindade failed to establish a definitive

amount of commission owed to him for 2014 or 2016, the 401(k)

-25- deductions cannot be an unpaid wage or a breach of contract. But

the district court awarded damages for breach of contract as to

the 2014 commission after finding that (1) Grove paid Trindade

$47,647.46 in sales commission that year, (2) the evidence showed

that Grove diverted its 401(k) contribution of $7,041 from

Trindade's commission, and (3) such diversion was not permitted by

the contract. Grove does not contest those factual findings, and

we see no error in the district court's judgment to award damages

for breach of contract.7

The same is true for the Wage Act claim and the breach

of contract claim as to the 2016 commission. Even if Trindade did

not carry his burden of proving he was owed additional commission

in 2016, Grove admitted below that "[f]or 2016, under its new

commission calculation system, Grove owed Mr. Trindade commissions

of $146,538, from which it reduced the final payment by $6,759 for

a 401(k) contribution." Given this fact, the district court did

not abuse its discretion in awarding unpaid wages. Similarly, it

did not abuse its discretion in awarding damages for breach of

Grove further maintains that the district court erred in 7

awarding Trindade contractual damages for the 401(k) deduction in 2014 because Trindade did not offer evidence that he was harmed by this deduction. But in discussing the same type of deduction in 2016, the district court stated that Trindade was harmed by Grove's decision to divert his commission payment into a 401(k), rather than permitting Trindade to decide how to use his commission, "in light of the penalties generally incurred for early withdrawals of retirement accounts." Trindade,

, at *8. That finding is equally applicable to Grove's 401(k) deduction in 2014.

-26- contract because the 401(k) deduction was not permitted by the

contract and Trindade could face penalties for early withdrawal if

he wanted to use those funds.

Grove advances one more argument. It asserts that, of

the $146,538 it paid Trindade in addition to his base salary in

2016, it paid $38,686 over the course of 2016. That is, it paid

$38,686 before the deadline provided in the employment contract,

meaning in a timely manner. Grove argues that the district court

failed to account for this payment and that there is no proof that

Trindade was owed anything more than the $38,686 it timely paid.

But Grove never made this argument below, so it is not properly

preserved for appeal. Even if it were, it mirrors the arguments

above -- that there was no proof that Grove owed Trindade the

$101,093 that Grove paid late. As we have explained, Grove

admitted below that it owed Trindade $146,538 in commission for

2016, so any claim that it owed him less than that amount fails.

The record evidence amply supports the district court's

damages award. Consequently, we reject Grove's challenge.

C. Trindade's Challenge to the Damages Award

Trindade launches his own challenge to the damages award

for the 2016 Wage Act claim. We conclude his challenge also lacks

merit.

According to Trindade, the district court erred in not

awarding him an additional $146,538 in unpaid wages for 2016. He

-27- argues that, when Grove calculated his 2016 commission under the

new formula, it used a rate of 7.5%, but the employment contract

stated that he was entitled to receive his commission at a rate of

15%. Therefore, he contends, he is entitled to double the

commission to make up the difference between the amount he was

paid and the rate set forth in the contract.

But Trindade cannot establish that the district court

abused its discretion in declining to award him additional damages

because he did not introduce evidence to support his requested

damages calculation. We do not know if the total amount that Grove

paid Trindade was more or less than what was required under the

contract's formula because Trindade never established the specific

amount Grove should have paid under that formula. To put it

simply, Trindade failed to prove what he was owed for 2016 under

the contract's terms. Without proof demonstrating what that

specific amount should be, there was no way for the district court

to evaluate whether what Grove paid Trindade exceeded or fell short

of that amount. Further, the $146,538 that Grove paid Trindade

did not include any of the deductions permitted in the contract.

And Trindade offered no estimate of those deductions. So, again,

the district court in no way erred in refusing to award Trindade

additional damages when he failed to prove if he was owed more or

less under the contract's terms.

-28- IV. CONCLUSION

For all these reasons, we affirm the district court's

judgment.

-29-