United States District Court, N.D. Indiana
GRETCHEN B. CARREL, on behalf of herself and all other similarly situated, Plaintiff,
MEDPRO GROUP, INC., Defendant.
OPINION AND ORDER
THERESA L. SPRINGMANN UNITED STATES DISTRICT COURT
matter is before the Court on the Defendant’s Motion
for Partial Judgment on the Pleadings [ECF No. 22], filed on
June 22, 2016.
litigation was initiated when the Plaintiff, Gretchen B.
Carrel, filed a three-count Class Action Complaint for
Damages in state court against her former employer, MedPro
Group, Inc. Attached to the Complaint were two pages
describing a Paid Time Off (PTO) policy that the Plaintiff
alleges she was subject to as a MedPro employee. The
Plaintiff alleges that the Defendant did not pay her the full
amount of earned PTO due to her when she resigned from
employment and that this failure is a violation of
Indiana’s Wage Payment Act, Ind. Code § 22-2-5-2,
et seq. (Count I), or, alternatively, was a breach of
contract or unjust enrichment (Count II). In Count III of the
Complaint, the Plaintiff alleges that the Defendant violated
the Family Medical Leave Act’s (FMLA) prohibition
against illegal interference, discrimination, or retaliation
for exercising her FMLA rights when it reduced her earned PTO
while she was on FMLA leave.
the Defendant removed the case to this Court and answered the
Complaint, it moved for judgment on the pleading for the
breach of contract claim asserted in Count II. The Defendant
argues that the claim is not viable because it is premised on
a provision of the MedPro Employee Handbook, and the Handbook
contains a disclaimer that it is not a contract. The
Defendant attached the Handbook to its Motion.
Plaintiff was an employee of Defendant MedPro for nearly
fourteen years. As a MedPro employee, the Plaintiff was
“subject to” the Paid Time Off (PTO) policy that
is attached as Exhibit A to the Plaintiff’s Complaint.
(Class Action Compl. for Damages ¶ 7, ECF No. 5.) The
PTO policy awards employees a certain number of days off
depending on years of service. It also provides that
“[t]hose employed on January 1 are entitled to their
full PTO accrual for the year based on years of service in
that year, ” that eligible employees “may carry
over 10 PTO days per calendar year, ” and that
“[e]mployees who separate employment will be paid
accrued PTO only (excluding carryover).” (Id.
¶ 8; Ex. A to Compl.)
on her years of service, the Plaintiff was entitled to 28
days of PTO on January 1, 2016. In February 2016, the
Plaintiff resigned her employment. She alleges that the
Defendant has failed to pay her, and other similarly-situated
employees, all accrued PTO, and that this violates
Indiana’s Wage Payment act, Ind. Code § 22-2-5-2
et seq. (Count I). The Plaintiff alleges, in Count
II, that, “in the alternative, ” the failure to
pay earned PTO “was a breach of contract or unjust
enrichment of [the Defendant]” (Count II). Last, the
Plaintiff alleges that the Defendant reduced the PTO benefits
that she had earned on January 1, 2015, while she was on
extended leave under the FMLA, which violates Section
104(a)(2) of the FMLA, and constitutes illegal interference,
discrimination, or retaliation on the basis of exercising
FMLA rights (Count III).
motion for judgment on the pleadings pursuant to Federal Rule
of Civil Procedure 12(c) is governed by the same standards as
a Rule 12(b)(6) motion to dismiss for failure to state a
claim, that is, whether the pleadings contain facts that
allow the reasonable inference that the defendant is liable
for the misconduct alleged. Adams v. City of
Indianapolis, 742 F.3d 720, 727-28 (7th Cir. 2014).
“To survive a motion to dismiss a complaint must
contain sufficient factual matter, accepted as true, to
‘state a claim to relief that is plausible on its
face.’” Ashcroft v. Iqbal, 556 U.S. 662,
678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 569 (2007)). “A claim has facial plausibility
when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Iqbal, 556
U.S. at 678.
Rule 12(b)(6) motion presents materials outside the
complaint, Rule 12(d) requires that the Court either treat
the motion as one for summary judgment under Federal Rule of
Civil Procedure 56 or exclude the outside matters. However,
exceptions to Rule 12(d) exist, including that
“documents attached to a motion to dismiss are
considered part of the pleadings if they are referred to in
the plaintiff’s complaint and are central to his
claim.” 188 LLC v. Trinity Indus. Inc., 300
F.3d 730, 735 (7th Cir. 2002) (quoting Wright v.
Associated, Ins. Cos. Inc., 29 F.3d 1244, 1248 (7th Cir.
1994)). This is a narrow exception to Rule 12(d) that applies
to cases in which a contract must be interpreted,
id., because without it, “[a] plaintiff could
evade dismissal under Rule 12(b)(6) simply by refusing to
attach the document that would definitively prove the claim
has no merit, ” Tierney v. Vahle, 304 F.3d
734, 738 (7th Cir. 2002). Invoking these principles, the
Defendant attaches to its Motion for Partial Judgment on the
Pleadings an Employee Handbook, which contains the same PTO
policy the Plaintiff identifies in her Complaint.
Defendant points out that the Employee Handbook containing
the PTO policy includes a disclaimer on the first page, which
Nothing in this Handbook is intended to create (nor shall be
construed as creating) an express or implied contract of
employment or to guarantee employment for any term or to
promise that any specific procedures must be followed by
Medical Protective. There is no contract of employment
between Medical protective and any of its employees.
(Employee Handbook (Revised 6/5/13), Ex. 1 to Def.’s
Mot. for Partial J. on the Pleadings, ECF No. 22-1.)
Therefore, the Defendant argues, in accordance with Orr
v. Westminster Vill. N., Inc., 689 N.E.2d 712 (Ind.
1997) (holding that an employee handbook bearing or
accompanied by disclaimers that the handbook is not a
contract does not create a unilateral contract), the policies
set forth in the Handbook are not legally enforceable
contracts. See also Workman v. United Parcel
Serv., 234 F.3d 998, 1000 (7th Cir. 2000).
Plaintiff objects to reliance on the Handbook language to
support the Defendant’s Motion. She maintains that the
Defendant’s Handbook exhibit does not overcome the bar
on using documents extrinsic to a complaint because it is not
“concededly authentic” and, without discovery, it
is not know whether it is “central” to the
Plaintiff’s claims. See Tierney, 304 F.3d at
738. Although the Plaintiff refers to the PTO policy, and
attaches it as Exhibit A to the Complaint, she does not
identify whether the PTO policy was part of an Employee
Handbook, or otherwise indicate how it would have been
communicated to employees or put into application. In her
Response Brief, the Plaintiff argues that the PTO policy may
have been referred to in documents outside of the Handbook,
or otherwise constituted a promise outside of the Handbook.
If that is true, she reasons, “the purported disclaimer
in the [H]andbook would not be sufficient to defeat the
breach of contract claim.” (Pl.’s Resp. Br. 4,
Ecf No. 29.) The Plaintiff maintains that additional
discovery is needed to determine if the Handbook ...