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Spaulding v. Abbott Laboratories

November 22, 2010

RONALD NICHOLAS SPAULDING, PLAINTIFF,
v.
ABBOTT LABORATORIES, AN ILLINOIS CORPORATION, AND MILES D. WHITE, DEFENDANTS



The opinion of the court was delivered by: Judge Feinerman

MEMORANDUM OPINION AND ORDER

Ronald Nicholas Spaulding brought this diversity action against Abbott Laboratories and Miles D. White, its President and Chief Executive Officer, alleging that Defendants wrongly confiscated from Spaulding 45,167 shares of Abbott stock. Defendants move under Rule 12(b)(6) to dismiss the suit. The motion is granted in part and denied in part.

Background

The facts alleged in Spaulding's amended complaint are assumed true on a Rule 12(b)(6) motion. See Reger Dev. LLC v. Nat'l City Bank, 592 F.3d 759, 763 (7th Cir. 2010). Exhibits attached to the amended complaint may be considered on a Rule 12(b)(6) motion, see Witzke v. Femal, 376 F.3d 744, 749 (7th Cir. 2004), and exhibits attached to Defendants' motion to dismiss but not the amended complaint may be considered if they are "referred to" in the complaint and "central" to Spaulding's claim. Wright v. Assoc. Ins. Cos., Inc., 29 F.3d 1244, 1248 (7th Cir. 1994). To the extent the amended complaint's allegations diverge from the express language of the exhibits, the exhibits take precedence. See Forrest v. Universal Sav. Bank, F.A., 507 F.3d 540, 542 (7th Cir. 2007).

Spaulding became an employee and officer of Abbott on April 21, 2006. During Spaulding's two-year tenure, he and Abbott executed five restricted stock agreements, each pursuant to Abbott's 1996 Incentive Stock Program. Three of the agreements, referred to here as the Performance Restricted Agreements, granted Spaulding restricted and forfeitable Abbott shares that, upon his satisfaction of certain performance criteria, would mature into unrestricted and non-forfeitable shares. The two other agreements, referred to here as the Time Restricted Agreements, granted Spaulding restricted and forfeitable Abbott shares that would mature into unrestricted and non-forfeitable shares after three years or, alternatively, upon an "involuntary discharge other than 'for cause.'" The Performance Restricted Agreements and Time Restricted Agreements included different provisions setting forth the circumstances under which shares can be forfeited prior to a maturation event.

On April 15, 2008, Spaulding was informed by his supervisor, John Capek, "that Spaulding would have to be separated from Abbott." Days later, Abbott transferred Spaulding's supervisory duties to another Abbott employee and presented Spaulding with a copy of a "Separation Agreement" setting forth the terms of his "resignation" from Abbott. The amended complaint alleges that the term "resignation" in Separation Agreement was "understood by both Spaulding and Abbott to mean Spaulding's involuntary resignation because Spaulding had already been told by Capek that he was being Discharged by Abbott." On April 23, 2008, Spaulding was informed that his last day of work would be April 24, 2008.

According to Spaulding, his shares at the time of discharge fell into three categories: (a) 23,333 Performance Restricted Shares that had already matured into unrestricted and nonforfeitable shares; (b) 25,167 Performance Restricted Shares for which the performance-related criteria had not yet been satisfied, but which matured into unrestricted and non-forfeitable shares upon his discharge; and (c) 20,000 Time Restricted Shares that matured into unrestricted and non-forfeitable shares upon his discharge. This chart summarizes Spaulding's view:

Date of AgreementType of Restricted Stock AgreementGeneral Rule for Lapse of RestrictionsShares GrantedShares where restrictions lapsed before discharge dateShares where restrictions lapsed based on discharge- Time Restricted SharesShares where restrictions remained on effective discharge date- Performance Restricted Shares 4/21/2006Performance1/3 increments each with 2 additional years to lapse; based on Abbott Return on Equity ("ROE")30,00020,000---10,000 2/16/2007PerformanceSame as 4/21/2006 agreement10,0003,333---6,667 2/16/2007TimeRestrictions completely lapse after 3 years15,000---15,000--- 9/28/2007TimeSame as 2/16/2007 agreement5,000---5,000--- 2/15/2008PerformanceSame as 4/21/2006 agreement8,500------8,500 TOTAL------68,50023,33320,00025,167

On May 8, 2008, Spaulding signed the Separation Agreement and sent Abbott two letters, which the parties call "Contemporaneous Letters," stating that Spaulding, "by signing [the Separation Agreement], does not waive any of his rights and interests pursuant to the Abbott 1996 Stock Incentive Plan, or any of the [Stock Agreements]." Abbott returned to Spaulding a fully executed Separation Agreement on May 12, 2008, but never responded to the Contemporaneous Letters. Fourteen days later, Abbott confiscated from Spaulding's personal UBS account 45,167 Abbott shares-the 25,167 Performance Restricted Shares for which Spaulding had not satisfied all performance-related criteria, and the 20,000 Time Restricted Shares. Abbott did not confiscate the 23,333 Performance Restricted Shares that had already matured into unrestricted and non-forfeitable shares.

Spaulding filed suit on August 25, 2009. The suit's thrust is that Spaulding was involuntarily terminated without cause, and therefore that the Stock Agreements prohibited Abbott from taking the 45,167 shares. The amended complaint sets forth six counts: (1) a count seeking a declaration as to "the rights of the parties under the Restricted Stock Agreements"; (2) a common law contract count alleging that Abbott materially breached the Stock Agreements and the Separation Agreement by confiscating the shares; (3) a common law conversion count alleging that Abbott wrongfully deprived Spaulding of his rights in the confiscated shares; (4) a common law fraud count alleging that Abbott fraudulently induced him to sign the Separation Agreement; (5) a count under the Illinois Wage Payment and Collection Act, 820 ILCS 115/1 et seq., stated against both Abbott and White; and (6) a separate contract claim alleging that Abbott breached the Abbott Tax Equalization Program, which is described below.

Discussion

To survive a motion to dismiss, a complaint must overcome "two easy-to-clear hurdles":

(1) "the complaint must describe the claim in sufficient detail to give the defendant fair notice of what the claim is and the grounds on which it rests"; and (2) "its allegations must plausibly suggest that the plaintiff has the right to relief, rasing that possibility above a speculative level." Tamayo v. Blagojevich, 526 F.3d 1074, 1084 (7th Cir. 2008) (internal quotations omitted).

Where the well-pleaded facts "do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not shown-that the pleader is entitled to relief." Ashcroft v. Iqbal, 129 ...


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