United States District Court, D. Colorado
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 ...