Ruggere et al v. United Parcel Service, Inc

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
)
KELLI RUGGERE and TODD RUGGERE, )
on behalf of themselves and those similarly )
situated, 	)
)
Plaintiffs, 	)
) 	No. 1:25-cv-10811-JEK
v. 	)
)
UNITED PARCEL SERVICE, INC., 	)
)
Defendant. 	)
)
MEMORANDUM AND ORDER ON DEFENDANT’S MOTION TO DISMISS
KOBICK, J.
Plaintiffs Todd and Kelli Ruggere (together, the “Ruggeres”)1 bring this putative class
action lawsuit alleging that their former employer, defendant United Parcel Service, Inc. (“UPS”),
withheld payments that they had earned through its employee referral program. Established in
November 2021, this program has compensated employees for referring new hires during UPS’s
peak season so long as the referred employees maintained their employment for a specified period
of time. The Ruggeres received some referral payments but contend that, given the number of
referrals they made, UPS has not sufficiently compensated them. They assert claims for failure to
pay wages under the Massachusetts Wage Act, M.G.L. c. 149, § 148 et seq., breach of contract,
and unjust enrichment. Pending before the Court is UPS’s motion to dismiss for failure to state a
claim. For the reasons that follow, that motion will be granted in part and denied in part. The
Ruggeres have failed to state a viable Wage Act claim but plausibly allege a claim for breach of
1 To avoid confusion, this Memorandum and Order will refer to Kelli Ruggere as “Kelli” and
Todd Ruggere as “Todd.”
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contract. And since UPS concedes the existence of a contract, the unjust enrichment claim will be
dismissed.
BACKGROUND
The following facts, recounted based on the allegations in the second amended complaint
and documents attached to or sufficiently referenced therein, are assumed true for purposes of the
motion to dismiss. Thornton v. Ipsen Biopharmaceuticals, Inc., 126 F.4th 76, 81 (1st Cir. 2025).
Todd and Kelli Ruggere are former employees of UPS, which operates delivery centers and
shipping depots in Massachusetts and elsewhere. ECF 20, ¶¶ 1, 11. Todd was employed by UPS
from August 2015 until January 15, 2022 and worked as a delivery driver in the Boston area. Id.
¶¶ 5, 12. Kelli worked for UPS as a package handler in Norwood, Massachusetts between
September 15, 2022 and January 15, 2023. Id. ¶¶ 4, 13.
In November 2021, UPS started offering an incentive-based bonus program (the “Referral
Program”) that paid Massachusetts employees for each person they successfully referred to UPS
for hiring and employment during the peak season, subject to certain conditions. Id. ¶¶ 1, 14-18.
The Program Guidelines—which are incorporated by reference into the second amended
complaint, see id. ¶¶ 18-19—provide that, to receive the incentive payout, referrals must, among
other requirements, “resul[t] in a hire . . . who remain[s] active” for thirty, sixty, or ninety days, or
until a pre-specified date, depending on the program. ECF 25, at 4-5; ECF 25-2, at 2; ECF 25-3,
at 2-4. UPS did not limit the number of referral incentive payments an employee could receive.
ECF 20, ¶ 19. The Referral Program continued during UPS’s 2022 and 2023 peak seasons. Id.
¶ 16. Depending on the category of employment and location, the incentive offered by UPS ranged
from $200 to $1,000 for each successful referral. Id. ¶¶ 15, 17, 24; ECF 25-2, at 2; ECF 25-3, at
2-4.
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As active participants in the Referral Program, Todd earned $45,500 and Kelli earned
$197,000 from referring approximately 1,400 and 7,402 individuals, respectively, to apply for jobs
with UPS. ECF 20, ¶¶ 26-27, 35-36. UPS has not told Todd or Kelli how many of those referred
individuals accepted employment at UPS or how much they received in connection with each
successful referral. Id. ¶¶ 28, 37. Todd and Kelli allege that, given the delta between the number
of referred individuals and their expected associated compensation, UPS did not compensate them
in full for the referrals they made pursuant to the Referral Program. Id. ¶¶ 29, 38. After their
employment at UPS concluded, Todd and Kelli also became aware of other UPS employees who
were similarly not fully compensated. Id. ¶¶ 30, 39.
Invoking this Court’s diversity jurisdiction, the Ruggeres brought this lawsuit in April 2025
and filed an amended complaint that same month, followed by a second amended complaint in
June 2025. ECF 1, 4, 20. The operative complaint asserts three claims. Count I alleges that UPS
failed to pay wages at the agreed-upon rate for the Referral Program in violation of the
Massachusetts Wage Act, M.G.L. c. 149, § 148 et seq. ECF 20, ¶¶ 65-72. Kelli asserts this claim
on behalf of herself and other UPS employees who, in the past three years, were similarly not
compensated adequately under the Referral Program Guidelines. Id. ¶¶ 49-50. Count II alleges a
breach of contract claim for UPS’s failure to pay full referral bonuses in accordance with the
Program Guidelines. Id. ¶¶ 73-80. Count III claims that UPS was unjustly enriched by receiving
the benefit of successful referrals under Referral Program without properly paying the referring
employees. Id. ¶¶ 81-87. The Ruggeres bring the latter two claims on behalf of themselves and
other UPS employees who, over the past six years, were similarly not compensated properly
pursuant to the Referral Program Guidelines. Id. ¶¶ 57-58.
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UPS filed a motion to dismiss for failure to state a claim under Federal Rule of Civil
Procedure 12(b)(6). ECF 24. After receiving the Ruggeres’ opposition brief, ECF 26, and UPS’s
reply, ECF 29, the Court held a hearing and took the matter under advisement, ECF 43.
STANDARD OF REVIEW
In evaluating a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the Court
must determine “whether, construing the well-pleaded facts of the complaint in the light most
favorable to the plaintif[f], the complaint states a claim for which relief can be granted.”
Cortés-Ramos v. Martin-Morales, 956 F.3d 36, 41 (1st Cir. 2020) (quotation marks omitted). The
complaint must allege “a plausible entitlement to relief.” Bell Atl. Corp. v. Twombly, 550 U.S. 544,
559 (2007). “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.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). “While legal conclusions can provide the framework
of a complaint, they must be supported by factual allegations.” Id. at 679.
DISCUSSION
I. 	Wage Act Claim.
Kelli asserts in Count I that UPS violated the Massachusetts Wage Act, M.G.L. c. 149,
§ 148 et seq., by “fail[ing] to make full payment of all non-discretionary bonuses earned by [her]
. . . under the Referral Program.” ECF 20, ¶ 71. The Act provides, in relevant part, that employers
“shall pay weekly or bi-weekly each such employee the wages earned.” M.G.L. c. 149, § 148.
Although the Act does not expressly define “wages,” its requirement that wages be paid weekly or
biweekly gives “some indication that ‘wages’ are akin to ordinary payment from an employer to
an employee in exchange for labor or services.” Nunez v. Syncsort Inc., 496 Mass. 706, 710 (2025);
see id. at 713 (Budd, C.J., concurring) (“[T]he act applies to ordinary pay compensating an
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employee for his or her typical work.”). In addition, the Act states that “[t]he word ‘wages’ shall
include” agreed-upon holiday or vacation payments as well as commissions that have been
“definitely determined” and have become “due and payable” to the employee. M.G.L. c. 149,
§ 148.
Construing the statutory language, the Supreme Judicial Court (“SJC”) has generally
“declined to expand the meaning of ‘wages’ under the act to other types of compensation not
expressly mentioned in the statute.” Tze-Kit Mui v. Massachusetts Port Auth., 478 Mass. 710, 712
(2018); see, e.g., Calixto v. Coughlin, 481 Mass. 157, 162 (2018) (back pay is not a form of
“wages” under the Act); Mui, 478 Mass. at 713 (same for accrued but unused sick time); Weems v.
Citigroup Inc., 453 Mass. 147, 153-56 (2009) (same for employee stock option plans and
discretionary bonuses); Bos. Police Patrolmen’s Ass’n v. City of Bos., 435 Mass. 718, 720-21
(2002) 	(same 	for 	employee 	contributions 	to 	deferred 	compensation 	plans). 	Noting 	that
commissions are the only form of contingent compensation specified in the Act, the SJC has
“rejected attempts to include other forms of contingent compensation within the meaning of
‘wages’ where the contingency at issue imposed some requirement beyond the services or labor an
employee provides in exchange for his or her compensation.” Nunez, 496 Mass. at 710. For
example, in Nunez v. Syncsort Incorporated, decided last year, the SJC held that retention bonus
payments “contingent upon continued employment to a particular date and [paid] in addition to
the compensation that the employee receive[d] in exchange for his or her labor and services” were
not “wages” under the Act. Id. at 712-13; accord Weiss v. DHL Exp., Inc., 718 F.3d 39, 47-48 (1st
Cir. 2013).
Applying this precedent, the referral bonus payments at issue are not “wages” under the
Act. The Referral Program Guidelines specify that payments will only be issued once the referred
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candidate is (1) hired and (2) remains employed by UPS through the eligibility date applicable to
the type of employment. ECF 25-2, at 2; ECF 25-3, at 2-4. These contingencies are “beyond the
services or labor [Kelli] provide[d]” UPS in exchange for her compensation, in part because the
contingencies depended on the actions of third parties. Nunez, 496 Mass. at 710. For Kelli to
receive the referral payment, UPS had to hire the person she referred, and the referred person had
to remain employed by UPS past the eligibility date specified in the Program Guidelines. Further,
the incentive bonuses were paid in addition to the compensation that Kelli received at her base pay
rate for “the labor, service, or performance required of h[er].” Calixto, 481 Mass. at 160 (quotation
marks omitted). Kelli does not allege that she was hired to recruit new employees; rather, she
alleges that she was hired to work “as a package handler . . . to perform package loading services.”
ECF 20, ¶ 13. Accordingly, any incentive bonus Kelli received for referring a new hire would be
paid in addition to the “ordinary payment[s]” she received for completing the package loading
services that she was hired to perform. Nunez, 496 Mass. at 710.
Kelli counters that the bonuses should be considered “wages” under the Act because the
payments compensate her for work that she actually performed in recruiting new UPS employees.
This argument is unpersuasive. As Chief Justice Budd explained in her concurrence in Nunez, with
the exception of the other forms of payment expressly identified in the Act, the Wage Act “applies
to ordinary pay compensating an employee for his or her typical work.” 496 Mass. at 713 (Budd,
C.J., concurring). This means that “compensation provided in exchange for something other than
the typical work that an employee performs as part of his or her job is not a wage under the act.”
Id. In Nunez, the retention bonus payments were not “wages” under the Act because they “were
‘in addition to the plaintiff’s salary’ rather than a component of the salary itself,” and their function
was “something other than typical compensation for typical work.” Id. at 715 (emphasis omitted).
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Here, too, the referral bonuses do not compensate Kelli for completing the ordinary duties
associated with her job as a package handler. Rather, the incentive payments were contingent
compensation paid in addition to Kelli’s base pay. Accordingly, these payments were not made “in
exchange for the . . . labor or services” Kelli was hired to perform, but instead constituted
“additional contingent compensation outside the scope of the Wage Act.” Nunez, 496 Mass. at 713.
Kelli also contends that the referral bonuses are akin to “due and payable” “commissions”
under the Act. M.G.L. c. 149, § 148. But “commissions” are “compensation owed to those in the
business of selling goods, services, or real estate, set typically as a percentage of the sales price.”
Nunez, 496 Mass. at 711 n.6 (quotation marks omitted); see Parker v. EnerNOC, Inc., 484 Mass.
128, 135 n.11 (2020) (defining commission “as a type of payment made based on a percentage of
a sale”). These bonuses are not based on any sale. See Suominen v. Goodman Indus. Equities Mgmt.
Grp., LLC, 78 Mass. App. Ct. 723, 738 (2011) (affirming dismissal of Wage Act claim because the
“profit-sharing arrangement” at issue “was of a different sort” and thus “not a ‘commission’
covered by the statute”). Instead, employees like Kelli and Todd received compensation for
referring qualified candidates to UPS. Because UPS’s incentive payments under the Referral
Program Guidelines are not “wages” pursuant to the Wage Act, Count I is dismissed.
II. 	Breach of Contract Claim.
The Ruggeres assert in Count II that UPS breached its contract with them by failing to pay
full referral bonuses in accordance with the Referral Program Guidelines. To state a claim for
breach of contract, the Ruggeres must allege (1) the existence of an agreement between them and
UPS, supported by consideration; (2) that they were “ready, willing, and able to perform” their
contractual obligations; (3) that UPS nevertheless breached the contract; and (4) that the breach
harmed them. 477 Harrison Ave., LLC v. JACE Bos., LLC, 483 Mass. 514, 523 (2019). According
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to the second amended complaint, UPS agreed to pay a “fixed sum wage payment upon the
fulfillment of the terms and conditions of the UPS Referral Program Guidelines,” and the Ruggeres
submitted referrals to UPS in accordance with those terms. ECF 20, ¶¶ 74-77. UPS allegedly failed
to make full payments to the Ruggeres for referrals made under the terms and conditions of its
Referral Program in 2021, 2022, and 2023. Id. ¶¶ 29, 38, 78. And the Ruggeres allegedly suffered
“damages in the form of lost wages” or compensation. Id. ¶ 79.
UPS does not dispute the first two elements of a breach of contract claim—namely, that
the Referral Program Guidelines constituted a contract and the Ruggeres were ready, willing, and
able to perform under that agreement. Instead, UPS argues that the operative complaint fails to
plausibly allege any breach or resulting damages. In its view, the Ruggeres “do not allege anywhere
that UPS failed to make a single payment to them in connection with a referred individual who
actually met the employment tenure requirements set forth under the Referral Program.” ECF 25,
at 11. At the pleading stage, however, plaintiffs are afforded “some latitude” where, as here, “a
material part of the information needed is likely to be within the defendant’s control.” García-
Catalán v. United States, 734 F.3d 100, 104 (1st Cir. 2013) (quotation marks omitted). The
Ruggeres allege that UPS failed to provide them with a written “statement of how many individuals
[they] referred . . . [were] accepted for employment” and “the amount [they] received in
compensation for each” successful referral. ECF 20, ¶¶ 28, 37. Such information about who was
referred through the Referral Program, whether those individuals met UPS’s retention criteria for
the payment of referral bonuses, and how much the Ruggeres received for each qualified candidate
is in UPS’s possession and control. The Ruggeres cannot, as UPS argued at the motion hearing,
simply contact some percentage of the thousands of referred individuals to ascertain whether they
were paid for each qualified referral. Given the complexities of the Referral Program Guidelines,
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it would be difficult, if not impossible, for the Ruggeres to determine this information on their
own.
The second amended complaint alleges that Kelli referred 7,402 individuals and received
compensation of “$41.90 per individual referred, far short of the $500 or $1,000 per successful
referral promised by [UPS].” Id. ¶ 36. It similarly alleges that Todd referred 1,400 individuals but
was only compensated “$32.50 per referral.” Id. ¶ 27. While some of those referrals may not have
warranted compensation under the Referral Program Guidelines, “‘discovery can reasonably be
expected to fill [those] holes.’” Douglas v. Hirshon, 63 F.4th 49, 59-60 (1st Cir. 2023) (quoting
García-Catalán, 734 F.3d at 104). At this stage, the difference between the number of referred
individuals and associated compensation is sufficient to support the inference that Todd and Kelli
were not properly compensated for all their qualified referrals. ECF 20, ¶¶ 29, 38. Taken together,
these collective allegations plausibly allege that UPS breached the Program Guidelines and the
Ruggeres suffered harm as a result. The Ruggeres have therefore stated a claim for breach of
contract.
III. 	Unjust Enrichment Claim.
The Ruggeres assert in Count III that UPS has been unjustly enriched by receiving the
benefits of their referrals without due compensation. “Unjust enrichment is the ‘retention of money
or property of another against the fundamental principles of justice or equity and good
conscience.’” Columbia Place Assocs. v. Ne. Univ., 493 Mass. 570, 588-89 (2024) (quoting Sacks
v. Dissinger, 488 Mass. 780, 789 (2021)). A claim for unjust enrichment “will not lie ‘where there
is a valid contract that defines the obligations of the parties.’” Metro. Life Ins. Co. v. Cotter, 464
Mass. 623, 641 (2013) (quoting Boston Med. Ctr. Corp. v. Sec’y of Exec. Off. of Health & Hum.
Servs., 463 Mass. 447, 467 (2012)); see Restatement (Third) of Restitution and Unjust Enrichment
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§ 2(2) (2011) (“A valid contract defines the obligations of the parties as to matters within its scope,
displacing to that extent any inquiry into unjust enrichment”).
At the motion hearing and in its brief, UPS conceded that “the Referral Program Guidelines
govern [this] dispute,” including “the parties’ rights and obligations.” ECF 25, at 2, 12. Because
there is no dispute that a valid contract between the parties exists, the unjust enrichment claim
must be dismissed. See Chang v. Winklevoss, 95 Mass. App. Ct. 202, 211 (2019) (finding error
where the trial court dismissed an unjust enrichment claim without resolving the factual question
of whether a valid contract existed); Malden Police Patrolman’s Ass’n v. Malden, 92 Mass. App.
Ct. 53, 60 (2017) (affirming dismissal of unjust enrichment claim where a contract “govern[ed]
the terms of paid details performed by the officers”). This claim cannot proceed even as an
alternative theory of recovery, which the Ruggeres advance, because it is undisputed that the
Referral Program Guidelines define the obligations of UPS and the Ruggeres. See Zelby Holdings,
Inc. v. Videogenix, Inc., 92 Mass. App. Ct. 86, 92-93 (2017) (reversing dismissal of unjust
enrichment claim that “presuppose[d] the existence of a valid underlying contract” where it was
pled as an “alternative bas[i]s for relief”). Where, as here, there is no doubt that a breach of contract
claim is available as a legal remedy for the plaintiffs, an alternatively pled unjust enrichment claim
must be dismissed. Tomasella v. Nestlé USA, Inc., 962 F.3d 60, 82, 84 (1st Cir. 2020).
CONCLUSION AND ORDER
For the foregoing reasons, UPS’s motion to dismiss, ECF 24, is GRANTED as to Counts I
and III and DENIED as to Count II.
SO ORDERED.
/s/ Julia E. Kobick
JULIA E. KOBICK
Dated: March 18, 2026 	UNITED STATES DISTRICT JUDGE
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