Case 1:20-cv-01815-CCB Document 23 Filed 03/26/21 Page 1 of 20
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF MARYLAND
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`JOHN DOE
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` v.
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`CATHOLIC RELIEF SERVS.
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`Civil Action No. CCB-20-1815
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`MEMORANDUM
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`Now pending in this civil rights and employment action is defendant Catholic Relief
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`Services (“CRS”)’s motion to dismiss (ECF 13) the plaintiff’s complaint. The motion is fully
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`briefed and no oral argument is necessary. See Local Rule 105.6 (D. Md. 2018). For the following
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`reasons, the motion will be granted in part and denied in part.
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`BACKGROUND
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`The plaintiff is a gay cisgender male and is legally married to a man. (ECF 1, Compl. ¶¶ 7,
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`17). In mid-2016, a recruiter from CRS contacted the plaintiff regarding a job opportunity with
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`CRS. Plaintiff interviewed for a position, and the same recruiter contacted the plaintiff several
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`days after the interview to offer the plaintiff a full-time position. (Id. ¶¶ 11–13). The position
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`offered to the plaintiff involved providing technical and business support for and management of
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`a CRS information management platform. (Id. ¶ 13).1 Along with the offer, the recruiter provided
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`the plaintiff with documents detailing his proposed employment benefits, which included an Aetna
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`Health Insurance Plan Summary entitled “Group Insurance Plan of Benefits for Catholic Relief
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`Services.” (Id. ¶ 14). That document stated that “dependents” were covered under CRS’s group
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`1 The plaintiff remained in this position until late 2019, when he accepted a different position
`with CRS that focused on other business functions of the organization. (Id. ¶ 40).
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`1
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`Case 1:20-cv-01815-CCB Document 23 Filed 03/26/21 Page 2 of 20
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`insurance plan and defined “dependent” as “wife or husband” (with no mention of the sex or gender
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`identity of the primary insured) and “children to age 26[,] regardless of student status.” (Id. ¶ 16).
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`The CRS recruiter and the plaintiff subsequently had a telephone conversation in which the
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`plaintiff asked the recruiter if his husband, a man, would be covered by CRS’s spousal insurance
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`benefits. The recruiter told the plaintiff, “All dependents are covered.” (Id. ¶18).
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`The plaintiff accepted CRS’s offer of employment, and he and his family relocated to
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`Baltimore, Maryland. (Id. ¶ 19). After he accepted the offer, the plaintiff received from CRS an
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`additional insurance document titled “Benefit Plan: What Your Plan Covers and How Benefits are
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`Paid” (hereinafter “Benefit Plan”). (Id. ¶ 20; ECF 1-5, Ex. 1 to Compl.). The title page of the
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`Benefit Plan states that it was “Prepared Exclusively for Catholic Relief Services.” (ECF 1-5, Ex.
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`1 to Compl.). The Benefit Plan states that regular full-time employees of CRS who have elected
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`coverage under the Plan “may enroll the following dependents: – Your Spouse. – Your dependent
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`children.” (Id. at 2). The Benefit Plan goes on to state that “Aetna will rely upon your employer to
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`determine whether or not a person meets the definition of a dependent for coverage under this Plan.
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`This determination will be conclusive and binding upon all persons for the purposes of this Plan.”
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`(Id.) (emphasis added). The Benefit Plan also describes when coverage ends for dependents.
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`Among other reasons, “[c]overage for [the employee’s] dependents will end if . . . [the employee’s]
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`dependent is no longer eligible for coverage. Coverage ends at the end of the calendar month when
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`[the] dependent does not meet the plan’s definition of a dependent[.]” (Id. at 58). Nothing in the
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`Benefit Plan promises a spouse will be eligible for dependent coverage; rather the Benefit Plan
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`states it relies on CRS to determine whether a person meets the definition of a dependent. (Id. at
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`2).
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`2
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`During the plaintiff’s onboarding process, CRS staff reiterated to the plaintiff that “all
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`dependents would be covered” under the Plan; no staff member informed the plaintiff that a
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`dependent “spouse” could not include a same-sex spouse. (ECF 1, Compl. ¶ 22). The plaintiff
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`received no further information regarding CRS’s health insurance coverage policies before
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`applying for CRS health insurance.
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`Believing that his husband qualified as a dependent under the Plan, the plaintiff applied for
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`CRS’s health insurance, including coverage for his husband, by submitting his marriage certificate
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`to CRS’s human resources department and registering himself and his husband on the CRS
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`Employee Self-Service website. (Id. ¶ 22). The plaintiff and his husband subsequently received
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`health care coverage from CRS. The couple received insurance cards and used their insurance
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`coverage without comment from CRS until November 2016. (Id. ¶¶ 23, 25).
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`In November 2016, CRS informed the plaintiff that it had mistakenly provided insurance
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`coverage to his husband, because CRS does not cover same-sex spouses under the Plan, contrary
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`to its assertions prior to the plaintiff’s application for coverage. (Id. ¶¶ 25, 26). CRS informed the
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`plaintiff that the benefits to his husband would terminate at the end of that month but told him that
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`he could write a letter to senior management to attempt to convince CRS to continue coverage for
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`his husband. (Id. ¶ 27). Over the next eight months, the plaintiff had several conversations with
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`CRS’s senior human resources employees and other senior officials regarding his spousal benefits.
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`During this time, the plaintiff’s husband remained on the Plan, but CRS would not agree to change
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`its position that his coverage should eventually be terminated. (Id. ¶¶ 28, 29).
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`In mid-2017, a senior CRS official reiterated to the plaintiff that same-sex spouses were
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`not dependents under CRS’s plan, and informed the plaintiff that “some people that oversee CRS”
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`wanted him terminated and that if the plaintiff continued to “push the issue, doing so would hurt
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`[him].” (Id. ¶¶ 30–31). The same official emailed the plaintiff about a month later to inform him
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`that his husband’s benefits would terminate on October 1, 2017. (Id. ¶ 32). Based on these
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`communications, the plaintiff raised the issue of his spousal benefits with his supervisor and asked
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`his supervisor to accompany him to a meeting with the senior CRS official. The plaintiff hoped to
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`receive clarification regarding the statement that continuing to “push the issue” would “hurt” him.
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`(Id. ¶ 34). In that meeting with his supervisor and the senior CRS official, the official told the
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`plaintiff that if he pursued legal action regarding his spousal benefits, he would likely be
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`terminated. (Id. ¶ 35).
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`During the same meeting, the senior CRS official told the plaintiff that the summary of
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`benefits issued to finalists for open CRS positions had been updated to explicitly state that benefits
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`would not be provided to same sex spouses. After the meeting, the official emailed the plaintiff a
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`document entitled “Summary of Employee Benefits” which includes the following language:
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`“Employees may enroll eligible dependents through proof of relationship. Following the Catholic
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`Church’s definition of marriage, we cannot offer benefits to unmarried domestic partners, nor to
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`same-sex spouses.” (Id. ¶ 39; ECF 1-6, Ex. 2 to Compl. at 2). The plaintiff claims this language is
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`not included in the most recent version (effective Jan. 1, 2019) of the Aetna Benefit Plan, and he
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`did not receive such language prior to accepting employment from CRS and applying for coverage.
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`(ECF 1, Compl. ¶¶ 37, 39).
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`CRS terminated the plaintiff’s spousal benefits on October 1, 2017. Earlier that year, the
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`plaintiff’s husband had begun extensive dental work, which was, at that time, covered by the Plan.
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`Due to the termination of the plaintiff’s spousal benefits, the plaintiff alleges his husband had to
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`delay that dental work, which resulted in additional surgery that would not have been necessary
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`had he been able to remain on the Plan. The reason for the delay in the plaintiff’s husband receiving
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`Case 1:20-cv-01815-CCB Document 23 Filed 03/26/21 Page 5 of 20
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`dental work is unclear. The plaintiff does not allege that he attempted to secure alternative
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`insurance coverage during the sixteen months in which he was aware of CRS’s position that his
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`husband should not be covered under the Plan but before benefits were terminated, nor does he
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`allege that he missed an opportunity to obtain other insurance or that his husband experienced a
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`gap in coverage. The plaintiff ultimately secured alternative insurance coverage at rates higher
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`than those under the Plan. (Id. ¶¶ 42–44).
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`On June 1, 2018, the plaintiff filed a charge of discrimination with the EEOC against CRS,
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`alleging discrimination based on sex and sexual orientation, and retaliation under Title VII of the
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`Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.; the Equal Pay Act, 29 U.S.C.
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`§ 206(d)(1); the Maryland Fair Employment Practices Act (“MFEPA”), Md. Code Ann., State
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`Gov’t § 20-601 et seq.; and the Maryland Equal Pay for Equal Work Act (“MEPWA”), Md. Code
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`Ann., Lab. & Empl. § 3-301 et seq. (ECF 1, Compl. ¶ 47). The plaintiff received a right to sue
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`letter from the EEOC on June 1, 2020. On June 12, 2020, the plaintiff filed this lawsuit.
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`The plaintiff alleges ten counts against CRS: discrimination on the basis of sexual
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`orientation and sex, in violation of MFEPA, (Counts I and II); discrimination on the basis of sex,
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`in violation of MEPWA (Count III); denial of wages, in violation of the Maryland Wage Payment
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`and Collection Law (“MWPCL”), Md. Code Ann. Lab. & Empl. § 3-501 et seq. (Count IV); breach
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`of contract (Count V); detrimental reliance (Count VI); negligent misrepresentation (Count VII);
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`discrimination on the basis of sex, in violation of Title VII and the Equal Pay Act (Counts VIII
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`and IX); and retaliation, in violation of Title VII, the Equal Pay Act, MFEPA, and MEPWA (Count
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`X). (ECF 1, Compl ¶¶ 52–138).
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`CRS moves to dismiss Counts I–VII in their entirety, and the MFEPA retaliation claim in
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`Count X. (ECF 13; ECF 16-1, Amended Mem. at 34 n.5).
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`STANDARD OF REVIEW
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`To survive a motion to dismiss, the factual allegations of a complaint “must be enough to
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`raise a right to relief above the speculative level on the assumption that all the allegations in the
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`complaint are true (even if doubtful in fact).” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555
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`(2007) (internal citations omitted). “To satisfy this standard, a plaintiff need not ‘forecast’ evidence
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`sufficient to prove the elements of the claim. However, the complaint must allege sufficient facts
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`to establish those elements.” Walters v. McMahen, 684 F.3d 435, 439 (4th Cir. 2012) (citation
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`omitted). “Thus, while a plaintiff does not need to demonstrate in a complaint that the right to
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`relief is ‘probable,’ the complaint must advance the plaintiff’s claim ‘across the line from
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`conceivable to plausible.’” Id. (quoting Twombly, 550 U.S. at 570). Additionally, although courts
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`“must view the facts alleged in the light most favorable to the plaintiff,” they “will not accept ‘legal
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`conclusions couched as facts or unwarranted inferences, unreasonable conclusions, or arguments’”
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`in deciding whether a case should survive a motion to dismiss. U.S. ex rel. Nathan v. Takeda
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`Pharm. North Am., Inc., 707 F.3d 451, 455 (4th Cir. 2013) (quoting Wag More Dogs, LLC v.
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`Cozart, 680 F.3d 359, 365 (4th Cir. 2012)).
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`DISCUSSION
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`I.
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`Counts I–III: Discrimination under MFEPA and MEPWA
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`CRS concedes that the facts alleged in the plaintiff’s complaint plausibly state a claim for
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`sexual orientation discrimination but argues that the plaintiff’s state law discrimination claims
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`must nevertheless be dismissed. As to Count I, the claim for sexual orientation discrimination
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`under MFEPA, CRS contends that because it is a religious organization, MFEPA exempts it from
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`discrimination claims relating to the employment of individuals of a particular sexual orientation.
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`As to Counts II and III, for sex discrimination under MFEPA and MEPWA, CRS claims that
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`Maryland law distinguishes claims of sex discrimination from claims of sexual orientation
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`discrimination, and the plaintiff only plausibly alleges the latter under Maryland law.2
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`MFEPA is “the state law analogue of” and in large part modeled after Title VII. Schwenke
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`v. Ass’n of Writers & Writing Programs, --- F. Supp. 3d ----, No. CV DKC 20-1234, 2021 WL
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`22422, at *3 (D. Md. Jan. 4, 2021) (quoting Alexander v. Marriot Int’l, Inc., No. RWT-09-cv-
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`2402, 2011 WL 1231029, at *6 (D. Md. Mar. 29, 2011)); see also Molesworth v. Brandon, 341
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`Md. 621, 632–33 (1996). Accordingly, the Maryland Court of Appeals frequently looks to federal
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`case law arising under Title VII when it interprets provisions of MFEPA. See, e.g., Taylor v. Giant
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`of Md., LLC, 423 Md. 628, 652 (2011); Molesworth, 341 Md. at 632–33; Chappell v. S. Md. Hosp.,
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`Inc., 320 Md. 483, 494 (1990). The same is true of the relationship between MEPWA and the
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`federal Equal Pay Act. See Cohens v. Md. Dep’t of Hum. Res., 933 F. Supp. 2d 735, 745 (D. Md.
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`2013) (“‘[C]ourts have applied the same analysis in reviewing MEP[W]A and EPA claims,’
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`because ‘[t]he MEP[W]A essentially mirrors . . . the EPA.’”) (quoting Glunt v. GES Exposition
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`Servs., Inc., 123 F. Supp. 2d 847, 861–62 (D. Md. 2000)); Gaskins v. Marshall Craft Assocs. Inc.,
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`110 Md. App. 705, 709 n.1 (1996). “In the absence of legislative intent to the contrary,” the court
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`2
`Counts I and II are based on § 20-606(a)(1) of MFEPA, which provides, in relevant part,
`that “[a]n employer may not . . . discriminate against any individual with respect to the
`individual’s compensation, terms, conditions, or privileges of employment because of . . . the
`individual’s race, color, religion, sex, age, national origin, marital status, sexual orientation,
`gender identity, genetic information, or disability . . . [.]” Md. Code Ann., State Gov’t § 20-
`606(a)(1).
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`Count III is predicated on § 3-304(b)(1)(i) of MEPWA, which provides, in relevant part,
`that “[a]n employer may not discriminate between employees in any occupation by . . . paying a
`wage to employees of one sex or gender identity at a rate less than the rate paid to employees of
`another sex or gender identity if both employees work in the same establishment and perform
`work of comparable character or work on the same operation, in the same business or of the
`same type[.]” Md. Code Ann., Lab. & Empl. § 3-304(b)(1)(i).
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`will read MFEPA and MEPWA “in harmony” with their federal corollaries. Chappell, 320 Md. at
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`494.
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`Title VII and the Equal Pay Act prohibit, respectively, discrimination in the “terms,
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`conditions, or privileges of employment, because of . . . sex,” 42 U.S.C. § 2000e-2(a), and
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`discrimination “on the basis of sex by paying wages to employees . . . at a rate less than the rate
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`. . . [paid] to employees of the opposite sex . . . for equal work[,]” 29 U.S. C. § 206(d). In Bostock
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`v. Clayton County, 140 S. Ct. 1731 (2020), the United States Supreme Court resolved that
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`discrimination against gay or transgender employees is discrimination “on the basis of sex” for
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`purposes of Title VII, because “to discriminate on these grounds requires an employee to
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`intentionally treat individual employees differently because of their sex.” Id. at 1742. For example,
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`an employer who “fires [a] male employee for no reason other than the fact he is attracted to men,”
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`but tolerates the same trait (sexual attraction to men) in a female employee “singles out an
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`employee to fire based in part on the employee’s sex.” Id. at 1741. The employer would not have
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`fired the employee had he been a woman.
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`CRS concedes that the plaintiff’s Title VII sex discrimination claim is plausible under
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`Bostock and assumes for the purposes of this motion the same with regard to his sex discrimination
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`claim under the Equal Pay Act (ECF 16-1, Amended Mem. at 26–27).3 Yet CRS argues Bostock’s
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`interpretation of discrimination on the basis of “sex” under Title VII has no bearing on the viability
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`of the plaintiff’s sex discrimination claims under MFEPA and MEPWA because “it is clear under
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`Maryland law” that “‘sexual orientation’ and ‘sex’ are distinct categories” that cannot overlap
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`3 CRS notes that the plaintiff’s federal claims implicate a question left open by Bostock, whether
`the Religious Freedom Restoration Act of 1993 (“RFRA”) protects its decision to revoke the
`plaintiff’s benefits on the basis of sex, see Bostock, 140 S. Ct. at 1754, but does not ask the court
`to decide that question at this stage. (ECF 16-1, Amend. Mem. at 2).
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`under those statutes. (ECF 16-1, Amended Mem. at 27). The argument goes that Maryland’s
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`express inclusion of sexual orientation and gender identity as protected classes under MFEPA and
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`of gender identity as a protected class under MEPWA demonstrates that the Maryland General
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`Assembly believed that discrimination on those bases was not covered by the existing prohibitions
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`in each law of sex discrimination. But no Maryland court appears to have addressed this
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`distinction, the application of Bostock to its employment statutes, or the legislature’s intent when
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`it included sexual orientation as a separate class,4 and it is unclear to the court why, given the
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`Maryland courts’ longstanding practice of looking to federal employment law in interpreting
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`MFEPA and MEPWA, Bostock is necessarily irrelevant to the plaintiff’s claims. At least one judge
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`in this district has concluded, even after Bostock, that sex discrimination claims under MFEPA
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`and Title VII are “coterminous,”—Bostock’s “expansion of Title VII” simply “include[s], in its
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`definition of sex discrimination, protections already made explicit under Maryland Law[.]”
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`Schwenke, 2021 WL 22422, at *3–4 (denying motion to dismiss a single count of gender
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`discrimination under Title VII and MFEPA arising out of the plaintiff’s claim that she was
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`terminated because of her gender identity). Thus, because this case will proceed through discovery
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`on the Title VII and Equal Pay Act claims in any event, and it is possible there will be further
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`guidance on this issue from the Maryland courts, the court finds it is best to consider whether the
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`plaintiff’s state law sex discrimination claims (Counts II and III) are co-extensive with the federal
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`4 CRS’s citation to Conway v. Deane, 401 Md. 219 (2007), abrogated in part on other grounds
`by Obergefell v. Hodges, 576 U.S. 644 (2015) is inapposite. In Conway, the Maryland Court of
`Appeals considered a challenge under the Maryland Equal Rights Amendment to a state statute
`that deemed only a marriage between a man and a woman valid under Maryland law. The court
`rejected the challenge, holding that the Amendment was specifically intended to “put men and
`women on equal ground” and the statute “prohibits equally both men and women from the same
`conduct.” Id. at 260, 264. The Court of Appeals did not address and did not have occasion to
`address the scope of “sex discrimination” under the state employment statutes at issue in this
`matter.
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`discrimination claims at the same time it considers the federal claims. Accordingly, the court will
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`deny CRS’s motion with respect to Counts II and III.
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`For similar reasons, the court will deny CRS’s motion with respect to Count I, the
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`plaintiff’s sexual orientation discrimination claim under MFEPA. MFEPA does not apply to “a
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`religious corporation, association, educational institution, or society with respect to the
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`employment of individuals of a particular religion, sexual orientation, or gender identity to perform
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`work connected with the activities of the religious entity.” Md. Code Ann., State Gov’t § 20-
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`604(2). CRS argues that the plaintiff’s claim must fail under this exemption because his job
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`responsibilities plainly constitute “work connected with the activities” of CRS. (ECF 16-1,
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`Amended Mem. at 32). Here again, Maryland courts have not yet construed this provision. The
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`court acknowledges there is some support for CRS’s position in federal case law interpreting Title
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`VII’s similar provision that exempts religious corporations and the like from Title VII “with
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`respect to the employment of individuals of a particular religion to perform work connected with
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`the carrying on by such corporation[s] . . . of its activities.” 42 U.S.C. § 2000e-1(a) (emphasis
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`added).5 In Kennedy v. St. Joseph’s Ministries, Inc., 657 F.3d 189 (4th Cir. 2011), the Fourth
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`Circuit Court of Appeals held that § 2000e-1(a) was not limited to only hiring and firing decisions
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`and noted that the text and legislative history of the provision made clear that the exemption
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`5 CRS also cites a number of federal cases rejecting discrimination claims that triggered religious
`exemptions of other states’ anti-discrimination statutes, none of which assist the court in
`interpreting the scope of MFEPA’s exemption, as they address statutory exemptions that do not
`include similar language requiring the employee’s work to be “connected with” the activities of
`the covered organization. See e.g., Horn v. Azusa Pac. Univ., No. 2:18-cv-09948-CAS-PLAx,
`2019 WL 1557445, at *4–5 (C.D. Cal. Apr. 9, 2019); Castellano v. Brigham Young Univ., No.
`2:16-cv-01205-JNP-EJF, 2018 WL 4271039, at *2 (D. Utah Aug. 16, 2018), recommendation
`and report adopted, 2018 WL 4258164 (D. Utah Sept. 6, 2018), appeal docketed, No. 18-4142
`(10th Cir. Oct. 2, 2018); Knodel v. Providence Health and Servs., No. C10-5292BHS, 2011 WL
`3563912, at *3 (W.D. Wash. Aug. 15, 2011); King v. Warner Pac. Coll., 437 P.3d 1172, 1179–
`80 (Or. Ct. App. 2019).
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`includes “any activities of religious organizations, regardless of whether those activities are
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`religious or secular in nature.” Id. at 192–94. At the same time, CRS argues that the scope of
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`Maryland’s exemption may be affected depending on whether sex discrimination under MFEPA
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`after Bostock includes sexual orientation discrimination, as § 20-604 does not exempt religious
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`employers from sex discrimination claims. (See ECF 16-1, Amended Mem. at 28). The Maryland
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`Court of Appeals has advised that Maryland statutory provisions which are part of a larger statutory
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`scheme must be interpreted within “the context of the entire statutory scheme” to avoid leaving
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`the provision at issue ineffective, duplicative, or nugatory. Whiting-Turner Contracting Co. v.
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`Fitzpatrick, 366 Md. 295, 302–03 (2001). In keeping with this practice, the court prefers to defer
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`ruling on the scope of MFEPA’s religious exemption as it relates to this matter until it can interpret
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`the exemption together with the issue raised regarding the definition of “sex discrimination” under
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`the statute, which, as explained above, should be considered alongside the plaintiff’s federal
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`claims.6 Accordingly, CRS’s motion to dismiss Counts I–III will be denied.
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`II.
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`Counts IV and V: Breach of Contract and Maryland Wage Payment and
`Collection Law
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`Under Maryland law, “the formation of a contract requires mutual assent (offer and
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`acceptance), an agreement definite in its terms, and sufficient consideration.” Spaulding v. Wells
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`Fargo Bank, N.A., 714 F.3d 769, 777 (4th Cir. 2013) (internal quotation marks and alterations
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`omitted). The plaintiff alleges a contract was formed between him and CRS to provide him with
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`6 Because of the uncertainty regarding the scope of § 20-604 and whether the facts alleged give
`rise to a sex discrimination claim under MFEPA, the court will also defer any consideration of
`whether the plaintiff reasonably believed he was opposing a practice that violated MFEPA such
`that his MFEPA retaliation claim (in Count X) can stand. See Boyer-Liberto v. Fontainebleau
`Corp., 786 F.3d 264, 282 (4th Cir. 2015) (“In the context of . . . a retaliation claim, an employee
`is protected when [he] opposes not only employment actions actually unlawful . . . but also
`employment actions [he] reasonably believes to be unlawful.”) (internal quotation marks and
`alterations omitted).
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`spousal health insurance benefits when CRS informed him that it was the organization’s policy to
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`provide insurance to “all dependents” regardless of their sex, determined his husband was eligible
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`for coverage, and the plaintiff accepted that policy. He additionally points to language in the
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`Benefit Plan which states that Aetna would rely on CRS “to determine whether or not a person
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`meets the definition of a dependent for coverage under [the] Plan” and that “determination [was]
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`conclusive and binding upon all persons for the purposes of [the] Plan.” (ECF 1-5, Ex. 1 to Compl.
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`at 2). When CRS determined it would no longer provide spousal benefits in accordance with its
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`initial determination that the plaintiff’s husband was a dependent, it breached its agreement.
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`CRS contends these allegations are insufficient to make out a claim for breach of contract
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`because the plaintiff is an at-will employee whose terms and conditions of employment can be
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`changed unilaterally by CRS. In Maryland, employees are presumed to be at-will employees unless
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`a contract for employment reflects “a mutual understanding that rebuts this prima facie
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`presumption,” such as by including a just-cause requirement or by specifying a duration of
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`employment in the contract. Spacesaver Sys., Inc. v. Adam, 440 Md. 1, 12–13 (2014). The
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`plaintiff’s allegations include no facts that would rebut the assumption of at-will employment, but
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`it is not the case that CRS can have no obligation to maintain any agreements with an at-will
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`employee such as the plaintiff. “[E]mployer policy directives regarding aspects of the employment
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`relation become contractual obligations when, with knowledge of their existence, employees start
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`or continue to work for the employer.” Suburban Hosp., Inc. v. Dwiggins, 324 Md. 294, 305–06
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`(1991). In Dwiggins, an employer published in its policies that it would follow a particular
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`grievance procedure. “By creating and disseminating [those] procedures, [the employer] promised
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`. . . that they would be followed.” Id. at 307. But the employer also retains the freedom, “so long
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`as reasonable notice is given,” “to modify unilaterally the contractual relationship that it had
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`Case 1:20-cv-01815-CCB Document 23 Filed 03/26/21 Page 13 of 20
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`previously established with its employees as a result of” its stated policies, Elliott v. Bd. of
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`Trustees, 104 Md. App. 93, 104, 105 (Md. Ct. Spec. App. 1995), and “[b]y continuing to work, an
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`employee is deemed to indicate his consent to the modification.” Sarkissian v. Vaticor, Inc., No.
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`CV AW-04-995, 2005 WL 8174720, at *3 (D. Md. Nov. 29, 2005).7 See also Tarquini v. Superior
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`Prods, Inc., No. JKB-05-3292, 2007 WL 763186, at *5 (D. Md. Mar. 12, 2007) (“[A]n at-will
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`employee continuing in employment after a change in conditions of employment is deemed to
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`have accepted the change” if the employee “has been given unequivocal notice of such change.”)
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`The plaintiff’s allegations, taken in the light most favorable to him, at most support an
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`inference that CRS initially promised, through its assurances to the plaintiff that his husband would
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`be considered a dependent, to provide spousal benefits; that is, it is plausible that CRS created and
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`disseminated a policy that the plaintiff’s husband was initially eligible for benefits. See Dwiggins,
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`324 Md. at 307. But even if this is true, because the plaintiff is an at-will employee, CRS may
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`lawfully change its policy at any time and because the plaintiff continued his employment, he is
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`deemed to have accepted the new terms of the health Plan so long as he has notice of the change.
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`See Elliot, 104 Md. App. at 104–05. Here, whether CRS revoked its initial promise because it
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`never intended to consider the plaintiff’s husband a dependent or because it changed its definition
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`of a dependent, it is clear CRS changed the plaintiff’s initial benefits and that the plaintiff had
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`ample notice of the change. The plaintiff initially learned CRS would terminate his spousal benefits
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`in November 2016, (ECF 1, Compl. ¶¶ 25, 26), and officials at CRS continued to inform him over
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`the next sixteen months that the benefits would eventually be terminated, (id. ¶¶ 27–39). CRS
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`provided additional notice of its change to the plaintiff’s benefits when it provided the plaintiff
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`7 Unpublished opinions are cited for the soundness of their reasoning and not for any
`precedential value.
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`with the “Summary of Employee Benefits” which stated “[f]ollowing the Catholic Church’s
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`definition of marriage, we cannot offer benefits to unmarried domestic partners, nor to same-sex
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`spouses.” (Id. ¶ 39; ECF 1-6, Ex. 2 to Compl. at 2).
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`The Benefit Plan does not, as the plaintiff contends, create a written contract that requires
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`it to provide spousal benefits to the plaintiff for the duration of his employment. The Benefit Plan
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`explicitly states that it is within CRS’s discretion “to determine whether or not a person meets the
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`definition of a dependent for coverage under this Plan.” (ECF 1-5, Ex. 1 to Compl. at 2). The
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`additional language that “[t]his determination will be conclusive and binding upon all persons for
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`the purposes of th[e] Plan,” (id.), is not reasonably interpreted to mean that CRS can never change
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`its definition of a dependent or reevaluate its determination that a person qualifies as a dependent.
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`Maryland follows the objective theory of contracts, which “look[s] at what a reasonably prudent
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`person in the same position [as the parties] would have understood as to the meaning of the
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`agreement.” Cochran v. Norkunas, 398 Md. 1, 17 (2007). The agreement must also “be construed
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`in its entirety and, if reasonably possible, effect must be given to each clause so that a court will
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`not find an interpretation which casts out or disregards a meaningful part of the language of the
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`writing unless no other course can be sensibly and reasonably followed.” Id. (quoting Sagner v.
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`Glenangus Farms, 234 Md. 156, 167 (1964)). Read in context with other provisions in the Benefit
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`Plan, it is clear that no part of the benefits package is guaranteed for the duration of employment.
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`The Benefit Plan contemplates the termination of coverage of dependents: “Coverage for [the
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`employee’s] dependents will end if . . . [the employee’s] dependent is no longer eligible for
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`coverage. Coverage ends at the end of the calendar month when [the] dependent does not meet the
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`plan’s definition of a dependent[.]” (Id. at 58). And the “General Provisions” section broadly states
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`that the “medical benefits plan may be changed or discontinued with respect to your coverage.”
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`Case 1:20-cv-01815-CCB Document 23 Filed 03/26/21 Page 15 of 20
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`(Id. at 63). Taking the Benefit Plan as a whole, no reasonable person would have understood the
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`“conclusive and binding” language to mean that CRS had no power to change plan benefits after
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`its initial determination that a person met the definition of a dependent. Accordingly, the plaintiff’s
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`breach of contract claim will be dismissed.
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`The parties generally agree that the plaintiff’s MWPCL claim rises and falls with his breach
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`of contract claim, because the MWPCL provides a cause of action to recover unlawfully withheld
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`wages and other forms of remuneration, including “fringe benefits” if the remuneration is
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`“promised to the employee as compensation for work performed.” Md. Code Ann., Labor & Empl.
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`§ 3-501(c) (de