Employment – Choice of law – Remote work

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Where (1) a plaintiff who worked remotely from Rhode Island filed a complaint under the Massachusetts Wage Act and (2) the defendants have moved for summary judgment arguing that the dispute is governed by Rhode Island law, their motion should be denied because Massachusetts has the most significant relationship to the plaintiff’s employment.

“Abigail Dubois alleges that Staples, Inc. (‘Staples’) and Staples Contract & Commercial LLC (‘SCC’) failed to pay her commissions and fired her in retaliation for her complaints about not receiving those commissions. She brings her claims predominantly under the Massachusetts Wage Act. Defendants now move for summary judgment, arguing, among other things, that the Wage Act does not apply. Because I conclude the Wage Act does apply and I reject SCC’s other challenges, I deny SCC’s motion. For other reasons, I must allow Staples’ motion. …

“In moving for summary judgment, defendants raise several arguments. They contend that Staples is not a proper party to this lawsuit because it was not plaintiff’s employer. They also argue that Massachusetts law does not apply to any of plaintiff’s claims and, alternatively, that plaintiff has failed to put forward sufficient evidence to support her claims for retaliation, failure to pay commissions, and breach of the implied covenant. As explained below, Staples is entitled to summary judgment; however, I conclude that Massachusetts law applies and plaintiff has put forward sufficient evidence to proceed on her claims against SCC. …

“Plaintiff brings her claims against Staples and SCC, alleging that she was employed by both entities. Defendants, however, have put forward evidence by affidavit indicating that plaintiff was solely employed by SCC. … Plaintiff has not shown facts suggesting a material dispute about whether plaintiff was employed by Staples. Staples is entitled to summary judgment. …

“Defendants argue that SCC is entitled to summary judgment because Rhode Island law applies to the dispute. In making this argument, they only cite to case law analyzing claims under the Wage Act. Even assuming an analysis of plaintiff’s Wage Act claims would apply equally to her implied covenant claim, I disagree that Rhode Island law applies.

“The Wage Act does not only apply to employees located within Massachusetts. …

“Defendants argue that Rhode Island has the most significant relationship to plaintiff’s employment and that Massachusetts has only a tenuous connection to it. They note that plaintiff worked remotely from her home in Rhode Island, used a Rhode Island phone number for work, received her wages via direct deposit to her bank account, received her final pay stub at her Rhode Island address, paid Rhode Island taxes, and claimed Rhode Island unemployment benefits after termination. They also note that plaintiff was responsible for a New York territory and used a New York address in her email signature block for most of her time at SCC; reported to managers who were based in New York, New Jersey, or New Hampshire throughout her tenure; and seeks commissions earned while she covered the New York territory.

“I am not persuaded. In addition to the above, the record reflects that during the final months of her employment, when SCC purportedly failed to pay the Atalian [Global Services] commissions and retaliated against plaintiff for demanding those commissions, plaintiff’s sales territory covered solely Massachusetts, and she traveled to an SCC office in Massachusetts weekly or bi-weekly. Moreover, SCC’s headquarters is in Massachusetts, the decisions concerning the Atalian commissions appeared to come from individuals — [Antonia] Bellotti and [Elizabeth] Froberg — based in Massachusetts, and the [Proprietary Interest Protection Agreement (PIPA)] plaintiff entered at the beginning of her employment contains a Massachusetts choice of law provision. Based on these facts, I conclude that Massachusetts has the most significant relationship to plaintiff’s employment.

“Although the facts provided by defendants are clearly relevant, they do not suggest that Rhode Island has the more significant relationship. Indeed, several facts asserted by plaintiff cut against the applicability of Rhode Island law: plaintiff was responsible for a New York territory and used a New York address in her email signature block for most of her time at SCC; reported to managers who were based in New York, New Jersey, or New Hampshire throughout her tenure; and seeks commissions earned while she covered the New York territory. In short, as among the various states in play, Massachusetts has the most significant relationship to plaintiff’s employment with SCC. …

“Plaintiff claims that SCC violated the Wage Act by failing to pay her accrued leave at the time of her termination (Count I), failing to pay timely her last pay check (Count II), and failing to pay her commissions she earned on the Atalian account (Counts III and IV). Assuming the Wage Act applies, defendants also seek summary judgment on Counts III and IV because, they argue, no commissions were due for sales during the period from March to October 2023 under the plain terms of the Compensation Plan. … This argument is unavailing.

“… Although defendants argue that the acquisition of Atalian’s facilities business did not constitute ‘an account win,’ this is not at all clear from the Plan. …

“I am unpersuaded by defendants’ contention that plaintiff (and the court) may not challenge or second guess their interpretation of the Plan to the extent an ambiguity exists. …

“Moreover, there is evidence that SCC personnel have interpreted the commission provision as plaintiff does. … Whether plaintiff is owed commissions cannot be resolved on summary judgment. …

“In Count V, plaintiff asserts that she engaged in protected conduct by advocating for the payment of the Atalian commissions and was terminated in retaliation for that advocacy in violation of the Wage Act. …

“Defendants argue that SCC is entitled to summary judgment because, even assuming plaintiff can prove her prima facie case, SCC had a legitimate, nonretaliatory reason for her termination — the plaintiff’s poor performance — and plaintiff cannot establish that this reason was pretextual. I disagree.

“Plaintiff has presented sufficient evidence to create a genuine dispute about whether SCC’s stated reason for her termination was pretextual. The record reflects that plaintiff was an excellent performer prior to her transfer. …

“Plaintiff alleges that SCC terminated her employment to avoid paying her the Atalian commissions, thus breaching the implied covenant of good faith and fair dealing. … Defendants argue that this claim fails because plaintiff was not entitled to further commissions from the Atalian account; SCC had good cause to fire plaintiff (her poor performance) and did so in good faith; and SCC first determined she was not entitled to commissions in November 2022, several months before her termination. As explained above, there are genuine disputes of material fact as to whether plaintiff was owed additional commissions based on the later Atalian sales, whether the reason for her termination was pretextual, and whether SCC’s denial of commissions was in good faith. Summary judgment on this claim would be improper. …

“Staples, Inc. and Staples Contract & Commercial LLC’s Motion for Summary Judgment (Docket #19) is allowed as to Staples, Inc., but denied as to Staples Contract & Commercial LLC.”

Dubois v. Staples, Inc., et al. (Lawyers Weekly No. 09-054-25) (15 pages) (Krupp, J.) (Suffolk Superior Court) (Civil No. 23-1746-BLS1) (April 1, 2025).

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