Opinion
19-P-80
04-02-2020
Craig LANE v. ESSEX COUNTY CORRECTIONAL OFFICERS ASSOCIATION.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
Craig Lane, the former president of the executive board (board) of the Essex County Correctional Officers Association (union), appeals from the dismissal of his complaint against the union. See Mass. R. Civ. P. 12 (b) (6), 365 Mass. 754 (1974). His complaint alleged that the union breached both its contract with him, and its implied covenant of good faith and fair dealing; he sought both damages and reinstatement as the union's president. We vacate the judgment dismissing the complaint.
While the docket reflects both the judge's order allowing the defendant's motion to dismiss and an entry of "summary judgment" for the defendants, the judge's memorandum of decision is clear that she decided the motion under rule 12, and did not convert the defendant's motion to dismiss to one for summary judgment.
Background. We summarize the facts as Lane alleged them in his complaint. The defendant union is an independent labor organization representing employees of the Essex County sheriff's department (department). Lane was elected to the position of president of the union's board in November, 2015. In or around April, 2016, Lane registered and declared his candidacy for the elected position of sheriff of Essex County. After Lane registered as a candidate for sheriff, the board removed him from his position on the board without prior notice and without due process pursuant to the contractual constitution and bylaws of the organization.
Discussion. We review an order allowing a motion to dismiss under Mass. R. Civ. P. 12 (b) (6) de novo, taking the allegations of the complaint as true and drawing all reasonable inferences in the plaintiff's favor. See Coghlin Elec. Contrs., Inc. v. Gilbane Bldg. Co., 472 Mass. 549, 553 (2015). To survive a motion to dismiss, the plaintiff must demonstrate a right to relief above the speculative level -- the pleadings must set forth factual "allegations plausibly suggesting (not merely consistent with) an entitlement to relief." Iannacchino v. Ford Motor Co., 451 Mass. 623, 636 (2008), quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007).
1. Breach of contract. Relevant to Lane's appeal, the union's combined constitution and bylaws (contract) prohibited union officers from remaining in office if the board determined that (1) the officer had donated money or provided services to the incumbent Essex County sheriff, or (2) the officer "[was] married to or [held] a close family relationship to any other person serving in a management position for the Essex County Sheriff's Department." Under the contract, "[t]he determination of ‘close family relationship’ shall be determined on a case by case basis by the [board], whose decision on such matters shall be final and not subject to review or appeal." The board's broad discretionary authority is reflected throughout the contract. In addition to granting the board "the authority to conduct all lawful activities and business of the Union unless such authority is expressly reserved by [the contract] for a vote of the membership," the contract provided that the board "shall have supervision and control over all of the day-to-day affairs of the [union]. All matters affecting the policies, aims and means of accomplishing the purposes of the [union] that are not expressly reserved or specified in this [contract] to another body or officer shall be left to the authority and discretion of the [board]."
As Lane's complaint refers to the contract, we, like the motion judge, consider it in analyzing the defendant's motion to dismiss. See Fraelick v. PerkettPR, Inc., 83 Mass. App. Ct. 698, 700 n.3 (2013), quoting Golchin v. Liberty Mut. Ins. Co., 460 Mass. 222, 224 (2011).
In a similar vein, while members charged with misconduct were entitled to due process in the form of notice of the "specific charges against them, adequate time to prepare a defense, and a full and fair hearing," the union "reserve[d] the right to complete and non-reversible control ... of what procedural rights it afford[ed] it members." The contract did, however, provide that union members "shall have the right to a fair treatment in the application of [the contract]."
Given the board's authority to determine how best to accomplish the union's purposes, Lane's breach of contract claim based on the board's conclusion that his candidacy for sheriff was not in line with union policy fails unless the board's interpretation of the contract was "patently unreasonable" or made "in bad faith." See Local No. 48, United Bhd. of Carpenters & Joiners of Am. v. United Bhd. of Carpenters & Joiners of Am., 920 F.2d 1047, 1052, 1053 (1990). The allegations of Lane's complaint do not plausibly suggest that the board's determination that Lane could not simultaneously hold union office and run for Essex County sheriff was either "patently unreasonable" or made in bad faith. The contract's prohibitions on a union officer's support for a current sheriff, and on a union officer's reliance on the sheriff's goodwill for a family member's employment in the sheriff's administration, reflected the union's interest in minimizing or eliminating situations in which a union officer's loyalties risked division between the potentially opposing interests of the union's membership and its management. Whether or not we agree with the union that Lane's candidacy for sheriff "raise[ed] the same conflict of interest concerns," we cannot characterize as patently unreasonable the board's perception that Lane's candidacy for sheriff raised similar concerns.
The contract does not explicitly confer on the board the authority to determine that an elected board president must be removed if that person pursues election as Essex County sheriff. We conclude, however, that the board's construction of the contract as granting it that power is a plausible one.
We are likewise unpersuaded by Lane's argument, relying on language in Article XIII of the contract addressing "Misconduct, Hearings, and Appeals" pertaining to union members, that he was entitled to the "due process" protections identified there, including "notice of specific charges, adequate time to prepare a defense, and a full and fair hearing." As the complaint did not allege that the union identified Lane's holding office and also running for sheriff as "misconduct," (and Lane denies that it was) Lane did not make out a claim that the union's failure to provide the listed "due process" was a breach of the contract.
Although in his brief, Lane did not treat this argument as part of his breach of contract claim, we think it appropriate to consider it as such.
Given the favorable standard under which we assess a motion to dismiss, however, we find that Lane's allegation that he was ousted by a vote about which he had no advance notice, did allege a breach of the contract. In reaching this conclusion, we focus on the contract's requirement that union members receive "fair treatment" in the contract's application. On this narrow ground, we vacate the judgment dismissing Lane's complaint.
In hopes of streamlining the issues for the parties going forward, we address the remaining concerns raised in their briefing and argument. Our conclusion that Lane made out a claim for breach of contract does not import our determination that the board acted in bad faith when it removed Lane from office. There is nothing in the complaint to plausibly suggest that the board's motivation was malignant, rather than, in the light most favorable to Lane, misguided. See Snay v. Lovely, 276 Mass. 159, 163-164 (1931).
On appeal, Lane refers us to his affidavit for a detailed account of how the April 14, 2016 board meeting unfolded. Based on the affidavit, Lane narrows the focus of his bad faith argument to his claim that at the meeting, the board and its counsel relied on a particular statute to justify the decision to remove Lane from union office. The affidavit was not before the motion judge, so we do not consider it. See Bank of N.Y. v. Bailey, 460 Mass. 327, 329 n.4 (2011). Even had it been part of Lane's complaint, however, we are not persuaded that an allegation that the board had pointed to an inapplicable provision of law as support for its decision would have demonstrated the bad faith needed to invalidate an otherwise permissible exercise of its discretion. See Local No. 48, 920 F.2d at 1053, 1055.
2. Good faith and fair dealing. This claim, too, survives, but on the same limited ground that Lane's breach of contract claim does: his allegation that he was not provided notice of the vote until the meeting at which it was taken was underway. See T.W. Nickerson, Inc. v. Fleet Nat'l Bank, 456 Mass. 562, 570 (2010) ("In determining whether a party violated the implied covenant of good faith and fair dealing, we look to the party's manner of performance"). Otherwise, Lane's argument that in removing him, the union breached the covenant of good faith and fair dealing, see Uno Restaurants, Inc. v. Boston Kenmore Realty Corp., 441 Mass. 376, 385 (2004), fails for essentially the same reasons as his parallel breach of contract claims do. Lane does not contend that he was unfamiliar with the language of the contract, including its restrictions on officers' involvement with management ; we presume that he was also familiar with the board's broad authority to interpret the contract. Accordingly, however reasonable Lane's hopes were that the board would read the contract narrowly, or at least in a way that would permit him to remain in office during his run for sheriff, we cannot say that Lane had a reasonable expectation that it would do so. See Chokel v. Genzyme Corp., 449 Mass. 272, 276 (2007) (breach of covenant occurs when one party violates reasonable expectations of other). See also Graham v. Quincy Food Serv. Employees Ass'n, 407 Mass. 601, 606 (1990) (discussing, in context of fair representation claim, "wide range of reasonableness" permitted unions in representing often-conflicting interests of union members).
For example, as we have discussed, the provisions disallowing union officers from contributing money or providing services to the campaign of the incumbent sheriff of Essex County; and forbidding union members with a "close family relationship to any other person serving in a management position for the Essex County Sheriff's Department" from holding board positions.
3. Claims raised on appeal. On appeal, Lane argues several issues that were not raised in the trial court, including ineffective assistance of counsel; violation of the Massachusetts Constitution; and violation of G. L. c. 150E, § 6. Because the defendant did not raise them below, we are not required to consider these issues, see R. W. Granger & Sons, Inc. v. J. & S. Insulation, Inc., 435 Mass. 66, 73-74 (2001), however, as the parties have briefed them, we exercise our discretion to do so.
We have discussed Lane's claim that the board violated the due process rights to which the contract entitled him earlier in this memorandum.
a. Ineffective assistance. Even if Lane's ineffective assistance claim were timely, its prospects are dim in light of the fact that, generally, "there is no right to the effective assistance of counsel in civil cases." Commonwealth v. Patton, 458 Mass. 119, 124 (2010) (discussing right to effective assistance of counsel in probation violation proceedings, and exceptions to general rule). As this case is not within one of the narrow exceptions to this general rule, Lane's argument fails. See Pokuta v. Trans World Airlines, Inc., 191 F.3d 834, 840 (7th Cir. 1999), and cases cited.
b. Article 9. Article 9 of the Massachusetts Declaration of Rights provides that "all the inhabitants of this Commonwealth ... have an equal right to elect officers, and to be elected, for public employments." From what we can discern, Lane contends that the board's action in requiring him to choose between retaining his position as union president and running for election as sheriff impermissibly infringed on his right to run for sheriff. Lane cites no law supporting the view that the union's prohibition on simultaneously holding a union office and running for Essex County sheriff impinged on a member's right to run for public office, and we find none. We do not read art. 9 to apply to private offices, and conclude that even if it did apply, it did not prohibit the union from restricting who could hold (or be a candidate to hold) union offices based on concurrent candidacy for a publicly-elected office. See Opinion of the Justices, 413 Mass. 1201, 1209-1210 (1992) (whether proposed term limitations amendment would be inconsistent with fundamental right to be elected to public offices under art. 9); Opinion of the Justices, 375 Mass. 795, 811 (1978) (same, considering proposed legislation obligating candidates for public office to file statement of financial interests).
c. General Laws c. 150E, § 6 . Section 6 addresses negotiations between employers and union representatives; its purpose is "to provide for meaningful collective bargaining ... with respect to compensation and other terms and conditions of employment." Somerville v. Commonwealth Employment Relations Bd., 470 Mass. 563, 571 n.13 (2015), citing Lynn v. Labor Relations Comm'n, 43 Mass. App. Ct. 172, 182 (1997). Lane argues that the following language in § 6 proscribed the board's action in removing him in light of his candidacy for sheriff: "in no event shall the right of any employee to run as a candidate for or to hold elective office be deemed to be within the scope of negotiation." This provision addresses the permitted scope of labor negotiations, see G. L. c. 150E, § 6, and is not, in context, relevant to Lane's argument here.
d. Judicial error. In reviewing de novo the ruling on a motion to dismiss like the one at issue in this case, see Galiastro v. Mortgage Elec. Registration Sys., Inc., 467 Mass. 160, 164 (2014), we do not consider the motion judge's reasons for her ruling as part of our analysis. Accordingly, we do not linger over Lane's argument that the judge erred in her interpretation of the contract's approach to potential conflicts of interest. Our interpretation of those provisions is explained in section 1, supra, and we do not reiterate it here.
Conclusion. In alleging that the board removed him from union office without prior notice, Lane made out a claim for breach of contract and for breach of the implied covenant of good faith and fair dealing. The judgment dismissing Lane's complaint is vacated.
The union has requested an award of attorney's fees and costs for having to defend a frivolous appeal. Mass. R. A. P. 25, as appearing in 481 Mass. 1654 (2019). The claim is denied. See Avery v. Steele, 414 Mass. 450, 455 (1993).
So ordered.
Vacated