Richter v. Wells Fargo Bank, N.A.

          ORDER

          LEWIS T. BABCOCK, JUDGE

         This case is before me on Defendant Wells Fargo Bank, N.A.’s (“Wells Fargo”) Motion to Dismiss [Doc # 12]. After consideration of the motion, all related pleadings, and the case file, I grant Wells Fargo’s motion in part and deny it in part as set forth below.

         I. Background

         In this action, Plaintiff Eric Richter asserts a single claim against Wells Fargo for violation of the Colorado Wage Claim Act based on Wells Fargo’s alleged failure to pay quarterly and annual bonuses owed to him. Specifically, Mr. Richter alleges that he was placed on administrative leave from his position with Wells Fargo as market sales force vice president from July 2018 until November 11, 2018 when he was terminated for “Sales Misconduct” as a result of an investigation conducted while he was on leave. During this time frame, Mr. Richter alleges that Wells Fargo failed to pay him three quarterly bonuses totaling $75, 000 and an annual bonus of $20, 000 to which he was entitled. As additional damages, Mr. Richter seeks penalties under the Wage Claim Act, costs, and reasonable attorneys fees.

         II. Standard of Review

         In support of its motion, Wells Fargo relies on the terms of its 2018 Retail Sales Management Incentive Compensation Plan (“the Plan”) which was neither attached to nor specifically cited in Mr. Richter’s Complaint and Jury Demand. A motion to dismiss under Fed.R.Civ.P. 12(b)(6) must generally be converted to a motion for summary judgment if “matters outside the pleading are presented to and not excluded by the court.” Fed.R.Civ.P. 12(d). Here, however, the Plan is central to Mr. Richter’s claim under the Wage Claim Act and is referenced in his response to Wells Fargo’s motion. Furthermore, Mr. Richter does not argue for application of the summary judgment standard to Wells Fargo’s motion or dispute the authenticity of the copy of the Plan provided by Wells Fargo. Under these circumstances, I conclude that I may consider the Plan without converting Well’s Fargo’s motion to one for summary judgment. See GFF Corp. v. Assoc. Wholesale Grocers, Inc., 130 F.3d 1381, 1384 (10th Cir. 1997) (where letter submitted by defendant was indisputably authentic and central to plaintiff’s breach of contract claim, district court properly considered it as not “outside the pleading”). I therefore apply the standard of review applicable to motions to dismiss under Rule 12(b)(6).

         Under Rule 12(b)(6), “[d]ismissal is appropriate only if the complaint, viewed in the light most favorable to plaintiff, lacks enough facts to state a claim to relief that is plausible on its face.” United States ex rel. Conner v. Salina Regional Health Center, Inc., 543 F.3d 1211, 1217 (10th Cir. 2008) (quotations and citations omitted). A claim is plausible on its face “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556 (2007)). “The plausibility standard is not akin to a ‘probability requirement, ’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. Although plaintiffs need not provide “detailed factual allegations” to survive a motion to dismiss, they must provide more than “labels and conclusions” or “a formulaic recitation of the elements of a cause of action.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). See also Iqbal, 556 U.S. at 678 (a complaint will not suffice if it tenders “naked assertions devoid of further factual enhancement”).

         III. Analysis

         The Plan provides as follows:

A Formulaic Incentive Award will be deemed “Earned” under the Plan when all of the terms and conditions under the Plan have been satisfied with respect to an Award, including: (a) a determination that all of the Plan Qualifiers, Compliance with Laws and Governance, Code of Conduct provisions described herein have been satisfied through the Award payment date; (b) the applicable Performance Period ends; (c) the amount of the Award is calculable and all applicable adjustments have been applied in accordance with the terms of the Plan; and (d) the Award is fully calculated.

A Discretionary Incentive Award will be deemed “Earned” under the Plan when all of the terms and conditions under the Plan have been satisfied with respect to an Award, including: (a) a determination that all of the Plan Qualifiers, Compliance with Laws and Governance, and Code of Conduct provisions described herein have been satisfied through the Award payment date; (b) the applicable Performance Period ends; (c) performance against Annual Performance Objectives have gone through the appropriate review processes and recommendations have been approved by the Plan Administrator; and (d) the HRC has determined that the Corporate Performance Goal has been met and authorized the payment of Discretionary Incentive Awards, and if applicable, the form of payment.

In addition, the Plan Administrator and/or Wells Fargo (subject to the authority of the Human Resources Committee of Wells Fargo's Board of Directors (the “HRC”)) have the full discretionary authority to adjust or amend a Participant’s incentive opportunity or incentive payout under the Plan at any time.

See Plan, pp. 7 & 19. A Formulaic Incentive Award is calculated on a quarterly basis and is the quarterly bonus referred to in Mr. Richter’s Complaint. See Plan, p. 8. A Discretionary Incentive Award is calculated on an annual basis and is the annual bonus referred to in Mr. Richter’s Complaint. Id.

         Wells Fargo first argues that Mr. Richter has failed to state a claim for payment of unpaid bonuses because he has failed to allege (1) that he met all of the Plan Qualifiers; (2) that he satisfied the Compliance with Laws and Governance and Code of Conduct provisions of the Plan; (3) that the relevant Formulaic Incentive Awards were calculable and calculated; and (4) that Wells Fargo in fact exercised its discretion to issue either type of award to him. Implicit in Mr. Richter’s allegations that Wells Fargo wrongfully withheld quarterly and annual bonuses to which he was entitled ...