United States District Court, N.D. Alabama, Southern Division
MEMORANDUM OPINION AND ORDER
MICHAEL PUTNAM U.S. MAGISTRATE JUDGE
matter is before the court on the motions for partial summary
judgment filed by defendant Clinical Research Consultants,
Inc., ("CRC") (doc. 45), defendant Laura Farley
(doc. 46), defendant Richard Kilgore (doc. 51), and the
plaintiffs (doc. 48). The motions are supported by evidence
and the parties have been given the opportunity to fully
brief the motions.The parties have consented to the
jurisdiction of the undersigned magistrate judge;
accordingly, the court enters this Memorandum Opinion.
plaintiffs, Janet Edwards, Betsy Brigham-Hoke, and Tina
Buchanan, filed a complaint against Clinical Research
Consultants, Inc., ("CRC"), James Richard Kilgore,
Laura Farley, and Roxanne Reeves, alleging that they were
employed by CRC, and that they performed work for CRC but
were not paid for all of the hours they worked, in violation
of the Fair Labor Standards Act of 1938, 20 U.S.C. § 201
et seq. ("FLSA"), and in violation of
state-law principles governing contractual and
quasi-contractual relations. They assert that CRC was their
employer. The complaint further asserts that Kilgore,
CRC's president; Farley, its vice president; and Reeves,
its controller also exerted control as employers.
allege that the defendants violated the FLSA by failing to
pay the plaintiffs the minimum and overtime wages mandated by
federal law (Count I), and that the violations of the FLSA
were willful. (Count II). Plaintiffs assert, in the
alternative, that CRC breached contracts to pay wages that it
had agreed to pay the plaintiffs (Count III), and that CRC
was unjustly enriched by the unpaid work provided by the
plaintiffs (Count IV).
SUMMARY JUDGMENT STANDARD
Federal Rule of Civil Procedure 56(a), summary judgment is
proper "if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law." Fed.R.Civ.P. 56(a). The
party asking for summary judgment "always bears the
initial responsibility of informing the district court of the
basis for its motion, and identifying those portions of
'the pleadings, depositions, answers to interrogatories,
and admissions on file, together with the affidavits, if any,
' which it believes demonstrate the absence of a genuine
issue of material fact." Celotex Corp. v.
Catrett 477 U.S. 317, 323 (1986) (quoting former
Fed.R.Civ.P. 56(c)). The movant can meet this burden by
presenting evidence showing there is no dispute of material
fact, or by showing that the nonmoving party has failed to
present evidence in support of some element of its case on
which it bears the ultimate burden of proof.
Celotex, 477 U.S. at 322-23. There is no
requirement, however, "that the moving party support its
motion with affidavits or other similar materials
negating the opponent's claim."
Id. at 323.
the moving party has met his burden, Rule 56 "requires
the nonmoving party to go beyond the pleadings and by her own
affidavits, or by the 'depositions, answers to
interrogatories, and admissions of file, ' designate
'specific facts showing that there is a genuine issue for
trial.'" Id. at 324 (quoting former
Fed.R.Civ.P. 56(e)). The nonmoving party need not present
evidence in a form necessary for admission at trial; however,
he may not merely rest on his pleadings. Celotex,
477 U.S. at 324. "[T]he plain language of Rule 56(c)
mandates the entry of summary judgment, after adequate time
for discovery and upon motion, against a party who fails to
make a showing sufficient to establish the existence of an
element essential to that party's case, and on which that
party will bear the burden of proof at trial."
Id. at 322.
the plaintiff has properly responded to a proper motion for
summary judgment, the court must grant the motion if there is
no genuine issue of material fact and the moving party is
entitled to judgment as a matter of law. Fed.R.Civ.P. 56(a).
The substantive law will identify which facts are material
and which are irrelevant. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248 (1986). A dispute is genuine
"if the evidence is such that a reasonable jury could
return a verdict for the nonmoving party." Id.
at 248. " [T]he judge's function is not himself to
weigh the evidence and determine the truth of the matter but
to determine whether there is a genuine issue for
trial." Id. at 249. His guide is the same
standard necessary to direct a verdict: "whether the
evidence presents a sufficient disagreement to require
submission to a jury or whether it is so one-sided that one
party must prevail as a matter of law." Id. at
251-52; see also Bill Johnson's Restaurants, Inc. v.
N.L.R.B., 461 U.S. 731, 745 nil (1983). However, the
nonmoving party "must do more than show that there is
some metaphysical doubt as to the material facts."
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio
Corp., 475 U.S. 574, 586 (1986). If the evidence is
merely colorable, or is not significantly probative, summary
judgment may be granted. Anderson, 477 U.S. at 249
(citations omitted); accord Spence v. Zimmerman, 873
F.2d 256 (11th Cir. 1989). Furthermore, the court must
"view the evidence presented through the prism of the
substantive evidentiary burden, " so there must be
sufficient evidence on which the jury could reasonably find
for the plaintiff. Anderson, 477 U.S. at 254;
Cottle v. Storer Communication, Inc., 849 F.2d 570,
575 (11th Cir. 1988). Nevertheless, credibility
determinations, the weighing of evidence, and the drawing of
inferences from the facts are the function of the jury, and
therefore the evidence of the non-movant is to be believed
and all justifiable inferences are to be drawn in his favor.
Anderson, 477 U.S. at 255. The non-movant need not
be given the benefit of every inference but only of every
reasonable inference. Brown v. City of Clewiston,
848 F.2d 1534, 1540 n. 12 (11th Cir. 1988).
there are cross motions for summary judgment, the court must
view the facts in the light most favorable to the nonmovants,
and each party is, with respect to at least one motion, a
nonmovant. The court begins with a discussion of the
defendants' motions, viewing the facts in the light most
favorable to the plaintiffs.
a corporation doing business in Alabama. The company
conducted clinical trials for pharmaceutical companies
seeking approval by the Federal Drug Administration
("FDA") for drugs, medical devices, and medical
procedures to be sold nationwide. The owners of CRC included
Kilgore, Reeves, and Farley. Beginning in 2012, and
continuing until the corporation's dissolution, CRC did
not generate sufficient revenues to cover its financial
obligations, including payroll. Due to the financial downturn
of CRC, none of the employees, including the individual
defendants, received their full salaries during 2012 and
2013. Plaintiffs continued to work for CRC, however, and at
times may have worked more than 40 hours per week. Kilgore,
as the CEO of the corporation, repeatedly urged the
plaintiffs to continue working, even without pay, saying that
the financial fortunes of the company were about to turn
around. CRC ceased operations and was dissolved on February
11, 2014. On May 29, 2015, the plaintiffs filed this action,
seeking unpaid wages, liquidated damages, equitable relief,
attorneys' fees, costs, and expenses.
Tina Buchanan was employed by CRC as Director of Regulatory
Affairs in the Regulatory Department. She worked at CRC
full-time from April 2005 until February 2013, and worked
part-time on an hourly basis from February 2013 until June
2013. She was the only employee of the Regulatory Department.
She reported to defendant Reeves until Reeves left the
company, and then she reported directly to defendant Kilgore.
Kilgore set Buchanan's work hours and established her
salary. Buchanan described her job as "pushing
paper" needed to begin the clinical studies by filling
in preprinted forms. She denied that she exercised any
discretionary decisionmaking authority. A job description of
her position labeled the job as "FLSA Status: Exempt -
Administrative, " although Ms. Buchanan testified that
she did not really understand what that meant. (Doc. 45-5,
pp. 8-9, Exh. 2 to Buchanan Depo. and doc. 45-6, p. 5,
Buchanan Depo.). Her salary as of 2012 was $866.82 per week.
Betsy Brigham-Hoke was employed by CRC in the
accounting/finance department. She was hired in April 2005 as
an assistant to comptroller Reeves, and in 2006 was given the
title of Accounting Assistant. She was terminated in October
2012. She passed information along to the accounting company
for processing of the payroll. She did not supervise any
employees, and she was supervised by Kilgore. She spent much
of her time answering phones, greeting people, and filing.
She reported to Reeves, and she took over some of Reeves'
duties when Reeves left. Brigham-Hoke reported directly to
Kilgore after Reeves left. Kilgore hired her, evaluated her,
and determined her rate of pay. Her salary, beginning in
2012, was $961.54 per week.
Janet Edwards was employed by CRC as a clinical research
consultant from February 2001 through September 2013. Her
duties including general patient work-ups, including blood
work and taking vital signs. She was a licensed practical
nurse, although a nursing certificate was not required for
the tasks that she was assigned. She did not supervise any
other employees, and she was supervised by Farley. In 2009,
Edwards filed a petition in the United States Bankruptcy
Court for relief under Chapter 13 of the Bankruptcy Code. She
was discharged in 2014, having made 100 percent repayment to
her creditors. She did not list any claim against CRC as an
asset at any time during the bankruptcy proceeding. Her
salary, beginning in 2012, was $895.25 per week.
the three plaintiffs stated that they named Farley as a
defendant because she was an owner of the company. Farley
once paid $5, 100.00 of her own funds to pay a monthly Blue
Cross/Blue Shield insurance premium on behalf of CRC, which
she described as a loan to the company. Farley also paid
about $2000.00 of her own funds for "sundry
supplies" for CRC. (Doc. 62-5, Farley Responses to
set the pay rate for each employee and was responsible for
hiring and firing employees. His job duties at CRC included
"oversight of marketing, clinical operations, regulatory
compliance and financial operations." (Doc. 62-6,
Kilgore Responses to Interrogatories). Both Farley and
Kilgore knew that the plaintiffs had worked during some weeks
in 2012 and 2013 for which they did not receive any pay.
(Docs. 62-2 through 62-4, plaintiffs' declarations).
CRC's Motion for Partial Summary Judgment
CRC seeks summary adjudication on plaintiffs' FLSA claims
on two grounds: that CRC is not covered by the FLSA because
it does not meet the statutory definition of an
"enterprise, " and that the plaintiffs are exempt
employees because they were employed in salaried,
administrative positions. The plaintiffs do not assert that
CRC was an enterprise, but they argue that, regardless of
whether CRC is an "enterprise" under the statute,
they are entitled to individual coverage under the FLSA. They
further assert that their duties did not meet the
prerequisites for being deemed "administrative"
under the FLSA, and therefore were nonexempt.
CRC has moved for summary judgment on the basis that CRC is
not an "enterprise" pursuant to 29 U.S.C. §
207(a)(1), 29 U.S.C. §203(s)(1)(A)(ii). The FLSA provides
that an "enterprise" engaged in commerce:
(i) has employees engaged in [interstate] commerce or in the
production of goods for commerce, or that has employees
handling, selling, or otherwise working on goods or materials
that have been moved in or produced for commerce by any
(ii) is an enterprise whose annual gross volume of sales made
or business done is not less than $500, 000 (exclusive of
excise taxes at the retail level that are separately stated).
29 U.S.C. § 2O3(s)(1)(A)(i) (ii). "To establish an
FLSA claim, a plaintiff must show, among other things,
either 'individual coverage' or
'enterprise coverage.'" Mendoza v. Discount
C.V. Joint Rack & Pinion Rebuilding, Inc., 101
F.Supp.3d 1282 (S.D. Fla. 2Ol5)(emphasis added). See also
Josendis v. Wall to Wall Residence Repairs, Inc., 662
F.3d 1292, 1298-99 (11th Cir. 2011). Where an enterprise is
covered, "all its employees are entitled to FLSA
protection[, b]ut where an enterprise is not covered,
individual employees may still be ...