KEITH S. GIBBY
v.
Civil Action No. DKC 96-2860
0 R D E R
For the reasons stated in the accompanying Memorandum opinion, IT IS this 16th day of July, 1997, by the United States District Court for the District of Maryland, ORDERED that:
1. Plaintiff's Motion for Leave of Court to File an Amended Complaint BE, and the same hereby IS, DENIED;
2. Defendant's Motion for Judgment on the Pleadings BE, and the same hereby IS, GRANTED;
3. The Clerk will CLOSE this case; and
4. The Clerk will mail a copy of the foregoing Memorandum Opinion and Order to counsel for Plaintiff and Defendant.
KEITH S. GIBBY
v.
Plaintiff Keith S. Gibby initially filed this action in the Circuit Court for Montgomery County and Defendant International Business Machines Corporation ("IBM") removed it to this court based upon diversity. The Complaint alleges breach of contract and negligent misrepresentation. The gravamen of Mr. Gibby's claims is that he, while an employee of IBM, submitted certain suggestions to IBM in accord with the IBM Suggestion Plan ("the Plan") in effect at the time of his employment and that the company adopted his suggestions but refused to pay him for the suggestions as required under the terms of the Plan. A copy of IBM internal memoranda setting forth the terms of the Plan is appended to the Complaint as an exhibit. (Paper No. 3).
IBM filed an Answer (paper no. 7) and a Motion for Judgment on the Pleadings. (Paper No. 14) . Mr. Gibby then filed a Motion for Leave of Court to File Amended Complaint (paper no. 17) seeking to add to causes of theories of recovery, i.e. unjust enrichment and quantum meruit, as well as an opposition (paper no. 18) to IBM's dispositive motion. IBM then opposed the motion to amend on the ground that the amendment would be futile (paper no. 21) and the appropriate reply memoranda have been filed. (Papers No. 22 and 24). The motions are ripe for disposition and no hearing is deemed necessary. Local Rule 105.6.
I. Motion to Amend
The Supreme Court has held that:
[in the absence of any apparent or declared reason - - such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of the amendment, etc., -- the leave sought should, as the rules require, be “freely given.”
Foman v. Davis, 371 U.S. 178, 182 (1962). The law is clear that where a proposed amendment would be futile, the amendment ought not be granted. id.; Johnson v. Oroweat Foods Co., 785 F.2d 503, 510 (4th Cir. 1986). Informed by the above, and for reasons set forth below, the court will deny Mr. Gibby's motion to amend.
II. Motion for Judgment
A. Standard of Review
In reviewing a motion for judgment on the pleadings, the allegations in the Complaint are construed in the light most favorable to the Plaintiff. Bruce v. Riddle, 631 F.2d 272, 273-74 (4th Cir. 1980). To grant the motion, the court must find beyond a doubt that the Plaintiff could prove no set of facts which would entitle him to relief. Id. Accordingly, the court assumes for the purpose of the motion for judgment that Mr. Gibby submitted suggestions which he claims to have submitted to IBM; that the submissions met the requirements of the Plan; that IBM adopted the suggestions; and that IBM refused to pay Mr. Gibby for the suggestions.
B. The Plan
The Plan, as set forth in Mr. Gibby's exhibit, provides, in its initial section designated 1.0 and entitled "Your ideas have value," the following:
Each suggestion submitted to IBM is with the understanding that it will be within the complete discretion of the company to publish, use, or refuse it. If the suggestion is published or used, the decision of the company shall be final, binding and conclusive as to the amount of cash award, if any, and the person or persons entitled to award, and all other matters concerning the suggestion and its publication and use.
It provides in section 1.4, entitled "How awards are calculated":
Because of the large variety of suggestions received, these rules cannot cover every conceivable situation. The decision of the company shall be in its sole discretion and final, binding, and conclusive in all matters pertaining to awards calculations, including but not limited to the amount and calculations of the award and the time of payment.
It provides in section 1.12, entitled "Some general considerations":
No action which IBM takes, including implementation of an identical or similar solution, shall be deemed to constitute an agreement to pay for a suggestion. Independent conversations and agreements not consistent with the terms of the Plan are not binding on the company.
C. Analysis
IBM posits that, in regard to the contract claim, either the Plan creates no enforceable contract or, if it does, the disclaimers quoted above are effective to bar any recovery in contract.
While there is no Maryland case law directly on point, the Maryland employee handbook cases, in which employees claim an employment contract other than a contract at will on the basis of employee handbooks given to them when they began employment, clearly are analogous. In Castiglione v. Johns Hopkins Hospital, 69 Md. App. 325, 517 A.2d 786 (1986), cert. denied, 309 Md. 325, 523 A.2d 1013 (1987), an employee who had been discharged claimed that the hospital, in discharging her, had violated the employee handbook given to her when she was hired. That handbook contained this disclaimer:
Finally, this handbook does not constitute an express or implied contract. The employee may separate from his/her employment at any time; the Hospital reserves the right to do the same.
Id. at 329. The court held that this express disclaimer vitiated any justifiable reliance which the employee might otherwise have had in the policies set forth in the handbook. In Haselrig v. Public Storage, Inc., 86 Md. App. 116 (1991), another employee handbook case, the court wrote:
The clarity with which a provision in the employee handbook disclaims contractual intent will determine the vitality of an employee's claim that he or she justifiably relied on provisions in that handbook. Therefore, we review the provisions to determine whether they are clear and unequivocal or ambiguous and equivocal.
Id. at 127-28.
The language of the Plan is crystal clear, unequivocal and unambiguous. There can be no other reading of the Plan but that IBM explicitly retained the right to use any suggestion submitted under the plan without paying anything at all for it and that IBM would be the sole and final arbiter of whether it would pay for a suggestion. The alternative theories of recovery asserted by Mr. Gibby are of no greater force than his contract claim in the face of the explicit disclaimer. Mr. Gibby cannot sustain a claim for unjust enrichment unless he can show that IBM accepted a benefit from him under such circumstances that it would be inequitable to retain the benefit without payment of its value. Mass Transit Admin. v. Granite Const.. Co., 57 Md. App. 766, 774, 471 A.2d 1121 (1984). It is impossible to show such circumstances in this case, given IBM's clear statement to its employees.
Likewise, in order to recover under quantum meruit, Mr. Gibby must be able prove that he had a reasonable expectation of being paid for every suggestion of his which IBM adopted. See, Prince George's County v. Chillum Adelphi Volunteer Fire Dept., 275 Md. 374, 389-390, 340 A.2d 265 (1975). Once again, this is impossible in light of the explicit disclaimer. Finally, the claim for negligent misrepresentation is fatuous. Mr. Gibby, himself, sets out the elements of such a claim, including the negligent assertion of a false statement with the intent that the statement will be relied upon by the other party and an actual, justifiable reliance on the statement. See, Ward Development Co. v. Ingrao, 63 Md. App. 645, 6.54, 493 A.2d 421 (1985). Clearly, in light of the explicit disclaimer in this case, none of those elements can exist here.
Courts which have looked at similar employee suggestion plan provisions have reached the same conclusion as the court must reach here. In Calkins v. Boeing Co., 506 P.2d 329 (Wash. Ct. App. 1973) the court considered a plan which provided, inter alia:
Each suggestion is submitted with the understanding that the Company shall have the right to publish, us or refuse it and that if it is published or used, the decision of the Company shall be final and conclusive as to the amount of a cash award, if any, and the person or persons entitled thereto, and all other matters concerning the suggestion.
The court held against the employee on both contract and unjust enrichment claims. See, also Lisec v. United Airlines, 149 Cal. Rptr. 847 (Ct. App. 1978). In Davis v. General Foods Corp., 21 F. Supp. 445, 446 (S.D.N.Y. 1937), the court granted judgment on the pleadings to the defendant on claims in contract and unjust enrichment made by an inventor person who submitted an idea to the company after receiving the following from the company:
We shall be glad to examine your idea for a new food product, but only with the understanding that the use to be made of it by use, and the compensation, if any, to be paid therefor, are matters resting solely in our discretion.
The language in the disclaimer provisions in these cases is no more compelling than that in the case at bar. An order will be entered separately awarding judgment on the pleadings.