The opinion of the court was delivered by: George L. Russell, III United States District Judge
THIS MATTER is before the Court on Plaintiffs/Counterclaim Defendants Allegis Group, Inc. ("Allegis") and Aerotek, Inc.'s ("Aerotek") Motion to Partially Dismiss Counterclaim Plaintiffs Daniel Curran, Michael Nicholas, and Chris Hadley's ("Plaintiffs") Amended Counterclaim. (ECF No. 35). This case involves Allegis's decision to discontinue payments to Plaintiffs under the Incentive Investment Plan ("IIP"). Plaintiffs' Amended Counterclaim alleges breach of contract (Count I), violation of the Maryland Wage Payment and Collection Law (the "Maryland Wage Act"), Md. Code Ann., Lab. & Empl. §§ 3-501 et seq. (West 2013) (Count II), promissory estoppel (Count III), and unjust enrichment/quantum meruit (Count IV). (ECF No. 32). Specifically, Allegis and Aerotek move to dismiss Counts II, III, and IV.
The issues have been fully briefed and the Motion is ripe for disposition. No hearing is necessary. See Local Rule 105.6
(D.Md. 2011). As will be outlined in specific detail below, the Court grants Allegis and Aerotek's Motion to Partially Dismiss because (1) the payments do not constitute "wages" under the Maryland Wage Act; (2) Plaintiffs failed to establish a prima facie case for promissory estoppel; and (3) Plaintiffs have not met the prerequisite for bringing a quasi-contractual claim when an express contract exists.
Plaintiffs are former employees of Aerotek, a Maryland employee staffing agency and wholly-owned subsidiary of Allegis. In January 1993, Allegis implemented the Allegis Group IIP, an investment plan that allows management and high-level employees to acquire a financial interest in the company by promising the employees the equivalent of company stock. The purpose of the IIP is to provide a "select group of management or highly compensated employees . . . an incentive to promote the best interests of the Companies, and . . . an incentive to promote the long term economic growth of the Companies." (Countercl. Ex. A, at 1, ECF No. 25-1). Specifically, under the IIP, eligible employees are awarded "incentive investment units" ("Units"), which are equivalent to a common share of Allegis stock but do not actually grant equity in Allegis.
While employed at Aerotek, employees receive cash dividends twice a year based on the value of their Units. In addition, once their employment has ended, Aerotek pays eligible employees the principle balance of the value of their Units, known as "IIP payments," which are distinct from the dividend payments employees receive while employed. Following the termination of their employment, Aerotek makes IIP payments to former employees as follows: five-percent of their balance is paid every quarter for ten quarters, and then the remaining fifty-percent of their balance is paid after thirty months.
Allegis awards Units through IIP Award Agreements, which employees must sign each time they earn Units. The IIP Award Agreements detail when the Units will vest, and state that employees receive payments for vested Units once their employment has ended. They also indicate that Unit payments are treated as income for the purposes of federal and state income tax withholding, and withholding under the Federal Insurance Contributions Act. The IIP Award Agreements further acknowledge that, although Aerotek "anticipates that the federal income taX consequences . . . are as described, the Internal Revenue Service is not bound by such description and the Company does not guaranty the federal income tax treatment of the award." (Countercl. Ex. B, at 3, ECF No. 25-2).
Lastly, the IIP Award Agreements condition payment upon compliance with Section 9 of the IIP, stating that "the terms and conditions set forth in Section 9 of the [IIP] are material and essential terms of your award of Units and your eligibility to receive payment for any vested Units." (Id. at 2). Section 9 of the IIP restricts employees from competing with Allegis and its subsidiaries, or soliciting Allegis's clients for a 30-month period and within a 250-mile radius of the office where the employees last worked. Compliance with these post-employment restrictions is the only limitation placed upon the payment of vested Units. Otherwise, IIP payments begin immediately after one's employment has ended.
As director-level employees, Plaintiffs participated in the IIP and were awarded Units based on their employment with Aerotek. During their employment, Plaintiffs signed multiple IIP Award Agreements and received biannual dividend payments for their Units. At some point during their employment, Plaintiffs allegedly were told the IIP payments represented compensation earned as part of their compensation packages. When Plaintiffs were promoted to their director-level positions, they faced potential pay cuts that Allegis and Aerotek allegedly stated would be offset by the IIP payments. Moreover, Allegis and Aerotek allegedly used increases in Units as a reason not to provide higher bonuses and pay increases for certain positions.
Between September 2011 and April 2012, each of the Plaintiffs resigned from Aerotek. Under the IIP, Mr. Curran was scheduled to receive $196,470 in IIP payments at the time he resigned. Similarly, Mr. Nicholas was scheduled to receive $138,268, and Mr. Hadley was scheduled to receive $498,414.
During their exit interviews, Kim Despaux, a human resources employee for Allegis, informed Plaintiffs they would receive a package of documents necessary to receive the post-employment IIP payments. Mr. Curran received his packet, completed the documents, and received two IIP payments of $8,851 each. When he did not receive his third IIP payment, Mr. Curran contacted Ms. Despaux. Ms. Despaux informed Mr. Curran that Jeff Reichert, from Allegis's legal department, halted the payments and did not provide a reason for doing so.
Mr. Nicholas also received the packet and completed the necessary documents. He received one IIP payment of $6,195. When he did not receive his second IIP payment, Mr. Nicholas contacted Ms. Despaux and was also told that Mr. Reichert stopped the payments without explanation. Mr. Hadley never received the packet of necessary documents. Like Mr. Curran and Mr. Nicholas, Ms. Despaux told Mr. Hadley that Mr. Reichert, without explanation, put his payments on hold. Although ...