Barker v. The Bancorp, Inc.

Background

John Barker, Alexander Kamai, and John Patrick McGlynn III filed three related lawsuits against their former employer, The Bancorp, Inc. They sought unpaid compensation under claims for breach of contract, breach of implied contract, unjust enrichment, and promissory estoppel. The requested compensation included 2020 bonuses, restricted stock units, severance pay, and, for Barker, a commission for business he originated for Bancorp’s Small Business Administration team.

The plaintiffs alleged that they had performed well, regularly received substantial bonuses, and were terminated in October 2020 after Bancorp’s Real Estate Capital Market team was shut down. Barker and McGlynn also alleged that Ron Wechsler assured them they would receive unvested stock if they were laid off. Bancorp’s offer letters described bonuses as discretionary, and the stock agreements stated that unvested stock would be forfeited upon termination except in specified circumstances. The court considered the offer letters and stock agreements but not Bancorp’s employee handbook on the motion to dismiss.

Ruling on Contract Claims

The court granted Bancorp’s motion to dismiss all of the plaintiffs’ breach-of-contract claims. It held that the offer letters gave Bancorp absolute discretion over bonuses, so the plaintiffs could not recover under an express contract for unpaid 2020 bonuses. The court also held that the stock agreements required forfeiture of unvested stock upon termination and could not be modified by the alleged oral assurances. The plaintiffs had not alleged a contractual entitlement to severance. Barker’s allegations about a possible commission also did not establish a binding oral contract because essential terms, including the commission amount and payment timing, remained unresolved.

Quasi-Contract Claims

The court dismissed the claims concerning stock, severance, and, for McGlynn, the 2020 bonus because written agreements governed those subjects or the parties intended to be bound only by a signed severance agreement. It also dismissed the unjust-enrichment claims because the plaintiffs had been paid salaries and could not claim that Bancorp was unjustly enriched by withholding additional compensation.

The court allowed Barker’s and Kamai’s breach-of-implied-contract claims concerning 2020 bonuses to proceed. Their offer letters were silent about bonus eligibility after 2015, and their repeated bonus payments and other alleged conduct could support an implied promise; whether such a promise existed was a factual question not suitable for resolution on a motion to dismiss. The court dismissed Barker’s implied-contract claim for a commission because the alleged statements did not show that the parties had reached an agreement. It also dismissed Barker’s and Kamai’s promissory-estoppel claims concerning 2020 bonuses and Barker’s commission claim because the alleged promises were absent, too vague, or made after Barker had already acted.

Disposition

For Barker, the court granted the motion to dismiss Counts One, Three, and Four, and granted the motion as to Count Two concerning stock, severance, and a commission. It denied the motion as to Count Two concerning Barker’s claim for a 2020 bonus.

For Kamai, the court granted the motion to dismiss Counts One, Three, and Four, and granted the motion as to Count Two concerning stock and severance. It denied the motion as to Count Two concerning Kamai’s claim for a 2020 bonus.

For McGlynn, the court granted Bancorp’s motion to dismiss in its entirety and directed that the case be closed. The court also denied all three plaintiffs leave to amend because they had not requested amendment and had already declined an earlier opportunity to amend. Judge Katherine Polk Failla ordered the remaining parties to submit a joint case-management letter and proposed scheduling order.