United States District Court, D. Maryland
DOMINIC J. ROSE, SR., Plaintiff,
HARLOE MANAGEMENT CORP., et al., Defendants.
L. Russell, III United States District Judge.
MATTER arises out of Plaintiff Dominic Rose, Sr.'s
termination from Defendant Harloe Management Corporation
(“Harloe Management”). Pending before the Court
is Harloe Management and Diana Harloe's Partial Motion to
Dismiss (ECF No. 10). The Motion is fully briefed and no
hearing is necessary. See Local Rule 105.6 (D.Md. 2016). For
the reasons outlined below, the Court will grant in part and
deny in part the Motion.
March 1987, William Harloe, Jr., late husband of Defendant
Diana Harloe, hired Mr. Rose as an employee of Harloe
Management, a small family-owned business. (Compl.
¶¶ 7-8, ECF No. 2). At his initial hiring, Mr. Rose
did not receive a written employment agreement. (Id.
next seven years, Mr. Rose served as a “general
employee” of the corporation until he was promoted to
“Director of Operations” in 1994. (Id.
¶ 10). After he accepted this promotion, Mr. Rose and
Harloe Management did not execute a written employment
agreement outlining Mr. Rose's compensation and duties.
(Id.). Instead, Mr. Harloe promised Mr. Rose that
“if things went well, ” then Mr. Rose would be
transferred a percentage of the company. (Id. ¶
Director of Operations, Mr. Rose was in charge of managing
and operating all nine of Harloe Management's Burger King
franchises. (Id. ¶ 11). At that time, Burger
King Corporation required one district manager for every four
stores. (Id. ¶ 12). Mr. Harloe acknowledged
that Mr. Rose saved Harloe Management from having to pay two
other salaried employees. (Id.)
Mr. Rose's tenure, Harloe Management was very successful.
(Id. ¶ 13). As a result of this positive
performance, Mr. Harloe contacted his attorney, Seymore
Goldstein, to discuss the potential ownership transfer
promised previously. (Id. ¶ 14). After that
meeting, Mr. Harloe followed up with Mr. Rose and explained
that Mr. Goldstein was uncomfortable with the transfer
because Mr. Rose was not family. (Id.).
Nevertheless, Mr. Harloe insisted that he would find a way to
follow through with his promise to Mr. Rose. (Id.).
years that followed, Mr. Rose continued to work as the
Director of Operations and satisfy his duties, never taking
vacations or calling out sick. (Id. ¶ 18-19).
During this time, Mr. Harloe would frequently acknowledge Mr.
Rose's work ethic and sacrifices for Harloe Management.
(Id. ¶ 19).
in 2010, Mr. Harloe, facing personal issues, stopped coming
into the office or his stores. (Id. ¶ 20). In
his place, Mrs. Harloe became more involved in the business.
(Id.). In August 2012, Mr. Harloe committed suicide.
(Id. ¶ 21). The night of Mr. Harloe's
death, Mr. Rose visited Mrs. Harloe and stayed with her until
9:00 a.m., helping her with initial matters after Mr.
Harloe's death. (Id.). Mrs. Harloe thanked Mr.
Rose and told him that she would not be able to run Harloe
Management without him. (Id.).
thereafter, Mr. Goldstein and Mrs. Harloe's accountant
told Mr. Rose that all business affairs were now his
responsibility. (Id. ¶ 22). They also indicated
that going forward, Mr. Rose would need to participate in all
financial meetings and strategic decisions. (Id.).
Mrs. Harloe communicated Mr. Rose's responsibilities as
the remaining operating partner to all of the Burger King
managers. (Id. at ¶ 21-22). She also promised
Mr. Rose that she would formally address the ownership
transfer in the immediate future. (Id. ¶ 23).
At that point, Mr. Rose believed that he was operating as
part owner of Harloe Management. (Id.).
April 2013, Mr. Rose met with Mrs. Harloe, Mr. Goldstein, and
Mrs. Harloe's accountant to discuss his future in Harloe
Management. (Id.). During this meeting, Mrs. Harloe
repeatedly told Mr. Rose that she was in the process of
making him a franchisee and formally finalizing his ownership
in Harloe Management. (Id.). Mrs. Harloe also
presented Mr. Rose with an offer guaranteeing employment for
multiple years with his current salary and ten percent of the
net proceeds if the company was sold. (Id. ¶
24). After the meeting, Mrs. Harloe personally assured Mr.
Rose that he would receive a percentage of the company,
regardless of whether Mr. Goldstein approved. (Id.).
In response, Mr. Rose indicated that he was satisfied with
the offer so long as all that was presented to him came to
the next year and a half, Mrs. Harloe continually referred to
Mr. Rose as a partner to the Burger King Corporation, its
clients, and its associates. (Id. ¶ 26).
Nonetheless, the ownership interest was never transferred due
to what Mrs. Harloe described as an “estate
early 2015, Mrs. Harloe and Mr. Rose began to disagree on how
to move forward with the business. (Id. ¶ 27).
Ultimately, their relationship deteriorated so severely that
Mrs. Harloe fired Mr. Rose in a meeting on October 26, 2015
and offered him a separation agreement. (Id. ¶
28). At this meeting, and later in a letter to the
Defendants' counsel dated November 6, 2015, Mr. Rose
expressed his concerns with the termination. (Id.
¶ 40). On November 10, 2015, Mr. Goldstein responded via
letter that Mr. Rose was “discharged for cause”
and retracted the severance package offered to Mr. Rose on
October 26, 2015. (Id. ¶ 41).
Rose alleges Defendants failed to compensate him in several
ways. First, he asserts that Defendants did not pay him for
three of the days he worked during his final pay period.
(Id. ¶ 29). Second, he asserts that Defendants
did not compensate him for unused vacation that he
accumulated at Harloe Management. (Id. ¶ 30).
Third, he alleges that Defendants did not compensate him for
unused sick leave that he also accumulated. (Id.
¶ 31). Fourth, Mr. Rose asserts that he worked at least
twenty hours a week of uncompensated overtime. (Id.
Rose commenced this action in the Circuit Court for Baltimore
County, Maryland on January 29, 2016. (ECF No. 1). Defendants
removed the case to this Court on March 16, 2016.
(Id.). Mr. Rose asserts the Defendants violated
three statutes: (1) Maryland Wage and Hour Law
(“MWHL”), Md. Code Ann., Lab. & Empl.
(“Lab. & Empl.”) §§ 3-401, et. seq.
(West 2017) (Count I); the Maryland Wage Payment and
Collection Law (“MWPCL”), Lab. & Empl.
§§ 3-501, et. seq. (Count III); and the Fair Labor
Standards Act (“FLSA”), 29 U.S.C. § 201, et.
seq. (Count II). (Compl., ECF No. 2). Mr. Rose also raises
seven common law claims: (1) breach of contract (Count IV);
(2) specific performance (Count V); (3) unjust enrichment
(Count VI), (4) promissory estoppel (Count VII); (5)
intentional misrepresentation (Count VIII); (6) negligent
misrepresentation (Count IX); and (7) fraud (Count X).
March 22, 2016, Defendants moved to dismiss Counts I, II, and
III in part, and dismiss Counts VI, VIII, and X in their
entirety. (ECF No. 10). Mr. Rose responded in opposition (ECF
No. 13) on April 6, 2016, and Defendant replied (ECF No. 16)
on April 25, 2016.