UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

GIA ALLEN, )
)
Plaintiff, )
)
v. ) Civil Case No.14-00443(RJL)
)
BOOZ ALLEN HAMILTON, )
)
Defendant. )  in E E
FEB 23 2015
Cl R, US. ‘ - ,
MEMORAND M OPINION Culiits tor mg'iﬁirifr giggiiiigia

Februaryﬂf, 2015 [Dkt. ## 7, 9]

Plaintiff Gia Allen (“plaintiff ‘ 0r “Allen”) ﬁled this action against defendant Booz
Allen Hamilton (“defendant” or “Booz Allen”), a strategy and technology consulting
ﬁrm, in DC. Superior Court on February 21, 2014, alleging breach of contract; violation
ofthe D.C. Wage Payment and Collection Act, DC. Code § 32-1301 et seq.
(“DCWPCA”); violation of the Maryland Wage Payment and Collection Act, Md. Code
Ann, Lab. & Empl. § 3-501, et seq. (“MWPCA”); negligent misrepresentation; and
promissory estoppel. See Comp]. [Dkt. # l-l], at 1]] 40—8 1. The case was removed to
this Court on the basis of diversity jurisdiction on March 18, 2014. See Notice of
Removal [Dkt. # 1]. Plaintiff then moved to remand the case to the Superior Court on
April 7, 2014, and defendant moved to dismiss pursuant to Federal Rule ofCivil
Procedure 12(b)(6) for failure to state a claim on April 11, 2014. See Mot. to Remand

[Dkt. # 7]; Mot. to Dismiss [Dkt. # 9]. Because I agree with defendant that plaintiff has

failed to state a claim, defendant’s motion is GRANTED, plaintiff’s motion is DENIED
as moot, and the case is DISMISSED.I
FACTUAL BACKGROUND

Plaintiff began working for Booz Allen as an associate in April 2008 and worked
exclusively on a contract for one of Booz Allen’s clients, the Defense Information
Systems Agency (“DISA”). Compl. at W 10-11. Around July 2013, plaintiff received a
job offer from another employer at a salary of $1 15,000, slightly higher than her
$100,000 salary at Booz Allen. Compl. W 12, 38. Plaintiff attempted to leverage that
offer to secure a salary increase from Booz Allen by telling the Project Manager on the
DISA contract that she would stay at Booz Allen if Booz Allen would pay her a salary of
$120,000. Compl. {l 15. Over the ensuing days and weeks, plaintiff engaged in several e-
mail conversations regarding her salary with the DISA contract Project Manager. Compl.
W 14—20, 26—31, Exs. 4-6. During the negotiations, two main issues arose: (1) whether
plaintiff could work remotely, and (2,) whether plaintiff could receive a salary increase.
See Def.’s Mem. in Support ofits Mot. to Dismiss [Dkt. # 9-1] (“Deffs Mem.”), at 3;

Comp]. at Ex. 3.

As to the ﬁrst issue, the Project Manager “conﬁrmed with DISA that two days per

week telework is acceptable” in an email on July 22, 2013. Compl. at Ex. 4. As to the

1 Although plaintiff s motion to remand is denied as moot, the Court is satisﬁed that it has

subj cot-matter jurisdiction to decide defendant’s motion to dismiss pursuant to the diversity
statute, 28 U.S.C. § 1332. Based on the damages requested in plaintiff’s prayer for relief and the
likely amount of attorney’s fees, which are recoverable under the Maryland statute that plaintiff
has sued under, the jurisdictional amount in controversy of $75,000 is satisﬁed. See Def.’s Opp.
to Pl.’s Mot. for Remand and Attorney’s Fees, at 1-3 [Dkt. # 10]; Compl. at pp. 12-13.

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salary increase, however, the Project Manager was far more circumspect: “the increase in
salary is doable . . . . Now I have to check on how I go about initiating a salary increase
that is, in essence, out of cycle and not attributed to assessment actions.” Id. Later that
day, the Project Manager reiterated to plaintiff that the salary issue was unresolved,
explaining that he did not have authority at his level to agree to the salary increase: “the
contract will support the raise, it is just the unknown of Booz Allen management that I
have to address. At this point, I do not see any reason this will not work out. I would just
like to get an OK from Level 4/5 to ensure we have the backing.” Compl. at Ex. 5.
Indeed, plaintiff conﬁrmed her understanding that the salary issue was unresolved,
writing “I will await to hear from you.” Id.

Unlike the working remotely issue, the Project Manager never conﬁrmed an
agreement on the salary increase. Two days later, he wrote to plaintiff, “I have HR
started on the process for your market salary increase. I do not have any idea how long it
takes, but I would guess a few days at least. Hopefully such that it can take effect on 1
Aug. I’ll keep you advised as I hear about where in the process it is.” Compl. at Ex. 6.
Plaintiff alleges that based on this ambiguous report, she declined the other job offer.
Compl. W 21-22. Ultimately, those with authority within Booz Allen attempted to
negotiate a salary increase with plaintiff in September 2013, but those efforts were
unsuccessful. Compl. W 28-30. A month and a half later, on November 12, 2013,

plaintiff resigned her employment with Booz Allen. Compl. 11 34, at Ex. 9.

ANALYSIS

Under Rule 12(b)(6), “a complaint must contain sufﬁcient factual matter, accepted
as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 US.
662, 678 (2009) (internal quotation marks omitted). “A claim has facial plausibility
when the plaintiff pleads factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct alleged.” 161.; see also Bell All.
Corp. v. T wombly, 550 US. 544, 555 (2007) (“Factual allegations must be enough to
raise a right to relief above the speculative level. . . .”).

A court must “treat the complaint's factual allegations as true” and “grant plaintiff
the beneﬁt of all inferences that can be derived from the facts alleged[.]” Sparrow v.
UnitedAir Lines, Inc., 216 F.3d 111 1. 1113 (DC. Cir. 2000) (internal quotation marks
omitted). However, the court need not “accept legal conclusions cast in the form of
factual allegations.” Kowal v. MCI Commc’ns Corp, 16 F.3d 1271, 1276 (DC Cir.
1994). “In ruling on a 12(b)(6) motion, a court may consider facts alleged in the
complaint, documents attached to or incorporated in the complaint, matters of which
courts may take judicial notice, and documents appended to a motion to dismiss whose
authenticity is not disputed, if they are referred to in the complaint and integral to a
claim.” Harris v. Amalgamated Transit Union Local 689, 825 F.Supp.2d 82, 85 (D.D.C.
2011).

Under Maryland law, “to establish a contract the minds of the parties must be in
agreement as to its terms.” Safeway Stores, Inc. v. Altman, 463 A.2d 829, 831 (Md.

1983) (quoting Klein v. Weiss, 395 A.2d 126, 141 (Md. 1978)); see also Mayor and City

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Council v. Kelso Corp, 449 A.2d 406, 410 (Md. 1982); McKeever v. Washington Heights
Realty Corp, 37 A.2d 305, 308 (Md. 1944).2 Thus, to allege a breach of contract,
plaintiff must show that “the terms of the contract are in all respects deﬁnitely understood
and agreed upon and that nothing is left for future settlement.” Peer v. First Fed. Sav. &
Loan Assoc, 331 A.2d 299, 301 (Md. 1975). Additionally, “[i]t is well-established that
Maryland law requires unqualiﬁed acceptance of the offer for the purported acceptance to
be effective.” Montage Furniture Services v. Regency Furniture, Inc., 966 F.Supp.2d
519, 524 (D. Md. Sept. 4, 2013).

Here, plaintiff has not alleged a contract entitling her to the wages she seeks
because the Project Manager never “deﬁnitively” agreed to her requested terms. The
Project Manager ﬁrst told plaintiff that he had to “check on a few things to see” if Booz
Allen would increase her salary and allow her to telecommute. Compl. at Ex. 4. He then
stated that the salary increase was “doable” but he needed to “check on how” to initiate
an out of cycle salary increase. Id. Next, the Project Manager informed plaintiff that he
still did not have “conﬁrmation” and that while “the contract will support the raise it is
just the unknown of Booz Allen management that l have to address.” Compl. at Ex. 5. In
his last communication with Ms. Allen about the issue, the Project Manager still did not
provide conﬁrmation of a deal. He promises only to “keep [plaintiff] advised as [he]

hears about where in the process it is.” Compl. at Ex. 6.

2 The parties do not dispute that Maryland law governs plaintiff’s state law claims. See Compl.
1167; Def.’s Mem. at 5.

The qualiﬁcations and lack of deﬁnitive agreement regarding the salary increase
stand in stark contrast to the clear agreement to plaintiff‘s request to work remotely. See
Compl. at Ex. 4 (“conﬁrmed with DISA that two days per week telework is acceptable”);
id. at Ex. 5 (“I already know we are good on the telework”). The Project Manager made
no such deﬁnitive statements regarding the salary increase.

Moreover, the conditional responses regarding plaintiff” 3 pay demonstrate, as a
matter of law, that the parties did not reach a deﬁnite agreement on plaintiff’s proposed
salary term. At best, the amount of the proposed raise was “left for future settlement.”
Peer, 331 A.2d at 301. The Project Manager’s description of the various procedures that
had to take place before Booz Allen would agree to plaintiff s proposal not only showed
that the parties had not reached an agreement regarding any raise, but further
demonstrated that various other parties could reject plaintiff’ s raise request altogether.
This ambivalence and lack of deﬁnition prevented the parties from creating an
enforceable contract. Montage, 966 F. Supp. 2d at 524-25; see also Straka v. Francis,

867 F. Supp. 767, 776 (N. D. Ill. 1994) (with respect to alleged ﬁxed-term employment
contracts, “expressions of hopes and intentions, and assertions that must be inferred from
circumstances and indirect evidence are insufﬁcient to withstand a motion to dismiss”)

(citation omitted).3 Without an enforceable agreement, plaintiff’s breach of contract

claim fails as a matter of law and must be DISMISSED.

3 Although Illinois contract law applies a “clear and deﬁnite” standard to contract formation,
Straka. 867 F. Supp. at 776, Maryland applies a similar “certain and definite” standard. See
Peer, 331 A.2d at 301.

Because plaintiff does not have an enforceable agreement as to the salary increase,
she cannot establish her claims for unpaid wages under either the DCWPCA or MWPCA.
In the District of Columbia, “[w]henever an [at-will] employee quits or resigns, the
employer shall pay the employee’s wages due . . . .” DC. Code § 32-1303(2). The
DCWPCA deﬁnes “wages” as “monetary compensation after lawful deductions, owed by
an employer for labor or services rendered.” 1d. at 32-13010).4 Similarly, the MWPCA
requires an employer to “pay an employee . . . all wages due for work that the employee
performed before the termination of employment . . .” Md. Code Ann. § 3-505(a). In
Maryland, “wage” means “all compensation that is due to an employee for employment.”
Id. at § 3-501(c)(1). The parties did not agree to the increase in salary that plaintiff
proposed. Because there was no agreement to increase plaintiff” s salary, defendant did
not “owe” plaintiff the difference between her proposed increase and her salary as of July
2013, nor was the difference “due,” within the meaning of either state’s wage law.
Accordingly, the state law wage claims are DISMISSED.

As to plaintiffs negligent misrepresentation claim, that too fails because she has
not alleged that defendant negligently asserted a false statement. Under Maryland law,
an individual negligently asserts a false statement if she fails to exercise reasonable care
in communicating information that was material to someone’s decision to accept an

employment offer. See Griesi v. Ail. Gen. Hosp. Corp, 756 A.2d 548, 555 (Md. 2000).

 

4 Plaintiffs DCWPCA claim fails for the additional reason that plaintiff’s position, as an
administrative employee receiving at least $250 per week whose primary duties consisted of
non-manual work directly related to management policies or general business operations, is
exempt. See DC. Code § 32-1301(2); D.C. Mun. Regs. Tit. 7, § 999.1.

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Negligence involves “doing something that a person using ordinary care would not do 

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or not doing something that a person using ordinary care would do. Weisman v.

Connors, 540 A.2d 783, 793(Md. 1988). “Ordinary care” means the “caution, attention
or skill a reasonable person would use under similar circumstances.” Id.

The facts alleged in the Complaint do not do rise to the level of demonstrating that
Booz Allen failed to meet the standard of ordinary care in providing plaintiff with
accurate information concerning her employment. The Project Manager took care in
each step of his communications with plaintiff not to guarantee her a raise. He reiterated
to plaintiff that he did not have authority to grant her raise. See Compl. at Ex. 5 (“the
contract will support the raise it is just the unknown of Booz Allen management that I
have to address . . . I would just like to get an OK from Level 4/5 to ensure we have the
backing”). F urthermorc, a statement cannot support a negligent misrepresentation claim
where the subject of the statement is not “within the exclusive control of the individuals
alleged to have made the statement.” See Abercrombz’e v. Nationwide Mut. Ins. Co, 999
F. Supp. 660, 664 (D. Md. 1998). The Project Manager made it explicitly clear that
approval from other people was necessary before the salary increase could be given. See

Compl. at Exs. 4-6.

Additionally, a plaintiff generally cannot establish a claim for negligent
misrepresentation unless she can demonstrate that the false statement was a
misrepresentation of a material “fact,” instead of merely a promise of some future event.
See Hale Trucks 0fMd., LLC v. Volvo Trucks N. Am., Inc, 224 F. Supp. 2d 1010, 1031-

1032 (D. Md. 2002); Miller v. Fairchild Indus, 629 A.2d 1293, 1301-1304 (Md. 1993).

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The statements here were about an approval process that was then taking place, but not
yet completed, and, as it turns out, was never completed. Thus, there was no
misrepresentation of a material “fact,” only statements about possible future events. As a
result, plaintiff’s negligent misrepresentation claim must also be DISMISSED.5
CONCLUSION
Thus, for all of the foregoing reasons, defendant’s motion to dismiss is
GRANTED, and this case is DISMISSED without prejudice for failure to state a claim.

A separate Order consistent with this decision accompanies this Memorandum Opinion.

 

5 Plaintiff‘s claim of promissory estoppel is equally unavailing. To establish such a claim, a
plaintiff must allege a “clear and deﬁnite promise,” which is “one that reasonably deﬁnes the
contours of the action or forbearance.” McKenzie v. Comcast Cable Commc ’ns, Inc, 393 F.
Supp. 2d 362, 372—73 (D. Md. 2005); see also Pavel Enterprises, Inc. v. A.S. Johnson Co, Inc,
674 A.2d 521, 532 (Md. 1996). Here, the Project Manager’s statements did not constitute a
“clear and definite” promise that Booz Allen agreed to plaintiff’ s salary increase, as plaintiff was
informed that a salary increase was subject to approval by other individuals. See Compl. at Exs.
4-6; see also Dunnavile v. McCormick & Co., Inc., 21 F. Supp. 2d 527, 535 (D. Md. 1998)
(ﬁnding reliance unreasonable where alleged promisor “lacked the actual or apparent authority to
bind”). Accordingly, the promissory cstoppcl claim must similarly be DISMISSED.

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