Braga v. Lightolier, Inc. , 57 F. App'x 451 ( 2003 )

Not for Publication in West's Federal Reporter
Citation Limited Pursuant to 1st Cir. Loc. R. 32.3
United States Court of Appeals
For the First Circuit
No. 02-1116
DEBRA BRAGA; ANTONIO BRAGA,
Plaintiffs, Appellants,
v.
GENLYTE, INC.,
Defendant, Appellee.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Rya W. Zobel, U. S. District Judge]
Before
Selya, Circuit Judge,
John R. Gibson,* Senior Circuit Judge,
and Greenberg,** Senior Circuit Judge.
Brian R. Cunha, with whom Brian Cunha & Associates, P.C. was
on brief, for appellants.
Brian H. Lamkin, with whom Timothy P. VanDyck and Edwards &
Angell, LLP were on brief, for appellee.
February 13, 2003
*
Hon. John R. Gibson, of the Eighth Circuit, sitting by
designation.
**
Hon. Morton Greenberg, of the Third Circuit, sitting by
designation.
JOHN R. GIBSON, Senior Circuit Judge. Antonio and Debra
Braga appeal from an order of the district court dismissing, under
Rule 12 (b)6 of the Federal Rules of Civil Procedure, their amended
complaint against Genlyte Group, Inc. based on injuries that
Antonio Braga sustained while operating a press during the course
of his employment with Genlyte-Thomas Group, LLC. The Bragas claim
that these injuries were caused by a defective press that had been
modified on several occasions either by Genlyte or its
predecessors, and argue that they can sue Genlyte Group, Inc. as
the successor in liability for the negligence of Lightolier, Inc.,
a company which merged into Genlyte in 1992. The Bragas also argue
that dismissal without leave to file a further amended complaint
was in error. We reverse and remand.
I.
On reviewing this Fed. R. Civ. P. 12(b)(6) order, we
recite the facts as alleged by the Bragas and accept as true all
well-pleaded factual averments and indulge all reasonable
inferences in favor of the plaintiff. SEC v. SG Ltd., 265 F.3d 42,
46 (1st Cir. 2001). In their amended complaint, the Bragas allege
that Antonio Braga sustained his injury while operating a hydraulic
press designed to shape sheet metal for the manufacture of light
fixtures at a plant in Fall River, Massachusetts. In order to
operate this press, a worker would have to push two electrical
buttons attached to the body of the press. As long as both buttons
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were pushed within four seconds of one another, the press would
activate, driving the press ram down into a "die space" into which
the sheet metal designated for molding would be inserted. On
November 18, 1998, Mr. Braga was working with the press when a
piece of metal inserted into the die space caused it to jam. Mr.
Braga attempted to correct this problem by manually removing the
piece of metal that caused the jam from the press. In the course
of leaning into the press to remove the jam, while his left hand
was under the press ram, he inadvertently depressed both palm
buttons within a four second interval. The press was activated,
and the press ram crashed down on Mr. Braga's left hand, severing
all of his fingers.
The Bragas allege that at the time of his injury, Mr.
Braga was employed by an entity called Genlyte-Thomas Group, LLC.1
Genlyte-Thomas was formed on April 24, 1998, after the defendant,
Genlyte, had merged with another corporation, Thomas Industries.
Genlyte became a controlling member of Genlyte-Thomas and continued
to own the machinery at the Fall River plant after the merger.
Before this merger, Genlyte had also been Mr. Braga's immediate
employer. Furthermore, Genlyte had previously acquired the
hydraulic press from another corporation named Lightolier, Inc.
1
The amended complaint does not admit, but the Bragas state in
their brief, that Antonio has received workers' compensation
benefits, presumably paid by or on behalf of Genlyte-Thomas, his
immediate employer at the time of injury.
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("Lightolier"), which in turn had originally acquired the press in
1982. The Bragas allege that Lightolier was once a subsidiary of
Genlyte; however, sometime in 1992, Genlyte merged with Lightolier
and dissolved the corporation, although it continued to do business
under the Lightolier name.
The Bragas originally filed a claim for negligence and
loss of consortium in Massachusetts state court.2 Genlyte removed
the case to federal court on the basis of diversity jurisdiction,
28 U.S.C. § 1332 (2000). After removal, the Bragas filed an
amended complaint that alleged that Lightolier had purchased the
press on January 12, 1982, and that since then either Genlyte
"and/or Lightolier" had negligently modified the press on five
different occasions.3 Although they allege that Genlyte itself
negligently modified the press on November 14, 1995, February 15,
1996, and March 29, 1996, they also make two other allegations of
negligent modification without specifying the party making the
modifications. From the face of the complaint, it is not clear
from these two allegations whether the Bragas are attempting to
state a claim against Genlyte directly or as the successor in
liability to the negligence of Lightolier. Nevertheless, we must
2
The Bragas originally filed this claim against Lightolier.
Genlyte's counsel entered an appearance as "Lightolier" in its
petition for removal, which states that Lightolier ceased to exist
in 1991.
3
The Bragas' amended complaint named Genlyte as the defendant.
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construe these allegations in the light most favorable to the
Bragas, and so we interpret the amended complaint, as urged by the
Bragas' counsel both in the district court and on appeal, to allege
successor liability. This is the issue that the parties have
briefed exhaustively before us.
Genlyte moved under Fed R. Civ. P. 12(b)(6) to dismiss
the amended complaint, arguing that as the majority owner of
Genlyte-Thomas Group, LLC, Mr. Braga's employer at the time of
injury, it is immune from suit under the exclusivity provision of
the Massachusetts Workers' Compensation Act. Genlyte also argued
that it is immune even if the amended complaint is read to allege
negligence on the part of Lightolier, because the complaint alleges
only that Lightolier modified the machine for the use of its own
employees. In response, the Bragas presented a further amended
complaint to the district court which stated that Genlyte "by
virtue of the merger with 'Lightolier, Inc.,' was responsible for
the negligent modifications, changes, repairs, and/or maintenance
of the subject hydraulic press that caused [Mr. Braga's] injuries,"
seemingly an attempt to allege more clearly that Genlyte was liable
for the negligence of Lightolier. The district court made a
handwritten entry on the bottom of Genlyte's 12(b)(6) motion
stating, "Allowed, as Lightolier, Inc. would also be an employer
for this purpose. Herbolsheimer v. SMS Holding Co., Inc., 608
N.W.2d 487 (Mich. Ct. App. 2000)," and dismissed the case in its
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entirety.
II.
We review de novo the district court's dismissal of the
Bragas' amended complaint for failure to state a claim under Fed.
R. Civ. P. 12(b)(6). SEC v. SG Ltd., 265 F.3d 42, 46 (1st Cir.
2001). We reverse the order of the district court if we conclude
that the facts viewed in the light most favorable to the Bragas
justify recovery under "any supportable legal theory." Cruz v.
Melecio, 204 F.3d 14, 21 (1st Cir. 2000). "[A] complaint should
not be dismissed for failure to state a claim unless it appears
beyond doubt that the plaintiff can prove no set of facts in
support of his claim which would entitle him to relief." Conley v.
Gibson, 355 U.S. 41, 45-46 (1957).
Since this case comes to the federal courts on removal
based on diversity jurisdiction, we must under Erie Railroad Co. v.
Tompkins, 304 U.S. 64 (1938), apply state substantive law, which in
this case is the law of Massachusetts. As we observed in Blinzler
v. Marriott International, Inc., 81 F.3d 1148, 1151 (1st Cir.
1996), the task of a federal court sitting in diversity is limited,
in the first instance, to applying those rules of law announced by
the highest court of the State. If that court has not directly
addressed the issues raised in the case, the federal court must
then "ascertain the rule the state court would most likely follow
under the circumstances, even if our independent judgment on the
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question might differ." Id. We may seek guidance "in analogous
state court decisions, persuasive adjudications by courts of sister
states, learned treatises, and public policy considerations
identified in state decisional law." Id.Here, the district court was required to apply the
substantive law of Massachusetts in deciding whether the Bragas
have alleged facts sufficient to state a claim for relief. Moores
v. Greenberg, 834 F.2d 1105, 1107 (1st Cir. 1987). For that
reason, its one line order relying on Herbolsheimer v. SMS Holding
Co., Inc., 608 N.W.2d 487 (Mich. Ct. App. 2000), a case decided by
the Michigan Court of Appeals, is of little help. The district
court made no effort to determine whether the amended complaint
states a claim under Massachusetts law, under the standard we set
out in Blinzler. We are reluctant to affirm an order of dismissal
where the district court neglected to analyze the questions raised
by the complaint under the law governing the case, especially when,
as now, Massachusetts law arguably may permit the maintenance of a
cause of action.
Furthermore, Herbolsheimer was primarily concerned with
the scope of the dual persona doctrine under the earlier Michigan
Supreme Court case of Howard v. White, 523 N.W.2d 220 (Mich. 1994).
Both the majority and dissent in Herbolsheimer discussed at length
the decision of the New York Court of Appeals in Billy v.
Consolidated Machine Tool Corp., 412 N.E.2d 934, 939-941 (N.Y.
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1980). Billy held liable a corporation that was the plaintiff's
employer but which had become the successor in liability to another
corporation that it had acquired and which had manufactured the
machine that injured the plaintiff. Herbolsheimer, 608 N.W.2d at
494-96 (majority), 499-501 (dissent). In addition, both the
majority and the dissent in Herbolsheimer cited Gurry v. Cumberland
Farms, 550 N.E.2d 127 (Mass. 1990), in the course of their
analysis. Herbolsheimer, 608 N.W.2d at 497 (majority), 499 n.2
(dissent). Gurry, 550 N.E.2d at 130-31, was a decision by the
Supreme Judicial Court of Massachusetts that explicitly applied the
dual persona doctrine in the context of successor liability. That
Herbolsheimer, the basis for the district court's ruling, presents
differing views under Michigan law as to successor liability points
to the necessity of focused discovery and an analysis of this issue
under Massachusetts law. The discussion of Gurry, a Massachusetts
case, and Billy, upon which Gurry relied in part, by both the
majority and dissent in Herbolsheimer highlights the necessity of
an analysis of a more fully developed factual scenario under
Massachusetts law. In other words, the complexity of the issues
raised in Herbolsheimer and Gurry underscores the need to analyze,
in a concrete factual setting, the question of whether an employer
that was also the successor in interest to a former corporation
whose negligence allegedly caused the plaintiff's injury could be
liable under Massachusetts law. Certainly, an analysis of Gurry is
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central to this question.
The questions raised by the intersection of the immunity
of an employer under the workers' compensation scheme and successor
liability are complex and fact-bound. Because we encounter these
issues on appeal from a Rule 12(b)(6) motion, we are not prepared
to conclude at this stage that the Bragas can prove no set of facts
that would entitle them to relief. See Conley, 355 U.S. at 45-46.
III.
We do not pretend that the amended complaint is a model
of clarity. The Bragas, by a better-delineated pleading, could
probably have avoided time and trouble. But despite its lack of
specificity, we cannot say that the amended complaint stumbles over
the modest threshold erected by Rule 12(b)(6). For that reason, we
reverse and remand for further proceedings consistent with this
opinion. We regard the district court's constructive denial of the
leave to further amend the complaint as moot, but the Bragas may,
if they wish to do so, renew that motion in the district court.
Reversed and remanded. No costs.
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