United States District Court, E.D. Virginia, Richmond Division
JOSEPH D. CHAPMAN, Plaintiff,
ASBURY AUTOMOTIVE GROUP, INC., Defendant
matter comes before the Court on Defendant Asbury Automotive
Group, Inc.'s ("Asbury") Motion to Dismiss
pursuant to Federal Rule of Civil Procedure 12(b)(6),
(ECF No. 3), and Asbury's Amended Memorandum in Support,
(ECF No. 6). Plaintiff Joseph D. Chapman
("Chapman") responded, (ECF No. 10), and Asbury
replied (ECF No. 11). This matter is ripe for disposition.
The Court dispenses with oral argument because the materials
before it adequately present the facts and legal contentions,
and argument would not aid the decisional process. The Court
exercises jurisdiction pursuant to 28 U.S.C. §
1332. For the reasons that follow, the Court
will grant Asbury's Motion to Dismiss. (ECF No. 3.)
Standard of Review
motion to dismiss under Rule 12(b)(6) tests the sufficiency
of a complaint; importantly, it does not resolve contests
surrounding the facts, the merits of a claim, or the
applicability of defenses." Republican Party of N.C.
v. Martin, 980 F.2d 943, 952 (4th Cir. 1992) (citing 5 A
Charles A. Wright & Arthur R. Miller, Federal
Practice and Procedure § 1356 (1990)). In
considering a motion to dismiss for failure to state a claim,
a plaintiffs well-pleaded allegations are taken as true and
the complaint is viewed in the light most favorable to the
plaintiff. Mylan Labs., Inc. v. Matkari, 7 F.3d
1130, 1134 (4th Cir. 1993); see also Martin, 980
F.2d at 952.
Federal Rules of Civil Procedure "require only 'a
short and plain statement of the claim showing that the
pleader is entitled to relief, ' in order to 'give
the defendant fair notice of what the ... claim is and the
grounds upon which it rests.'" Bell Atl. Corp.
v. Twombly, 550 U.S. 544, 555 (2007) (omission in
original) (quoting Conley v. Gibson, 355 U.S. 41, 47
(1957)). Plaintiffs cannot satisfy this standard with
complaints containing only "labels and conclusions"
or a "formulaic recitation of the elements of a cause of
action." Id. (citations omitted); see also
Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). Instead, a
plaintiff must assert facts that rise above speculation and
conceivability to those stating a claim that is
"plausible on its face." Twombly, 550 U.S.
at 570. "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." Iqbal, 556 U.S. at
678 (citing Twombly, 550 U.S. at 556). Therefore, in
order for a claim or complaint to survive dismissal for
failure to state a claim, the plaintiff must "allege
facts sufficient to state all the elements of [his or] her
claim." Bass v. E.I. DuPont de Nemours &
Co., 324 F.3d 761, 765 (4th Cir. 2003) (citations
on a motion under Rule 12(b)(6)..., matters outside the
pleadings are presented to and not excluded by the court, the
motion must be treated as one for summary judgment under Rule
56, " and "[a]ll parties must be given a reasonable
opportunity to present all the material that is pertinent to
the motion." Fed.R.Civ.P. 12(d); see Laughlin v.
Metro. Wash. Airports Auth., 149 F.3d 253, 260-61 (4th
Cir. 1998); Gay v. Wall, 761 F.2d 175, 177 (4th Cir.
1985). However, "a court may consider official public
records, documents central to plaintiffs claim, and documents
sufficiently referred to in the complaint [without converting
a Rule 12(b)(6) motion into one for summary judgment] so long
as the authenticity of these documents is not disputed."
Witthohn v. Fed. Ins. Co., 164 F.App'x 395,
396-97 (4th Cir. 2006) (citing Alt. Energy, Inc.
v. St. Paul Fire & Marine Ins. Co., 267
F.3d 30, 33 (1st Cir. 2001); Phillips v. LCI Int'l,
Inc., 190 F.3d 609, 618 (4th Cir. 1999); Gasner v.
Cty. of Dinwiddie, 162 F.R.D. 280, 282 (E.D. Va. 1995)).
attached the following to his Complaint: (1) an "Asbury
Automotive Group, Inc. Amended and Restated 2002 Equity
Incentive Plan Restricted Share Award Agreement for GM Equity
Incentive Program (Cliff Vesting)" (the "Award
Agreement"), (Compl. Ex. 1, ECF No. 1-4); and, (2) a
Common Stock Certificate of Asbury Automotive Group, Inc.,
(Compl. Ex. 2, ECF No. 1-5). This Court will consider the
exhibits because the documents are central to the claims, are
sufficiently referred to in the Complaint, and neither party
contests their authenticity. See Witthohn,
F.App'x at 396-97 (citations omitted).
Factual and Procedural Background
Summary of Allegations in the Complaint
owns the Crown Platform, one of its several companies that
operate car dealerships. Chapman commenced employment with
Asbury as an automobile sales associate in the Crown Platform
in October 1999. Over the next six years, Asbury promoted
Chapman several times. In 2005, he became the General Manager
of Crown Richmond BMW in Midlothian, Virginia.
company-wide recognition dinner in March 2011, Asbury honored
Chapman and seven other general managers for top performance
based on customer satisfaction, vehicle sales, and dealership
profitability. Asbury also awarded Chapman 4, 000 restricted
shares of Asbury stock (the "Restricted Shares").
The Award Agreement governed the stock share award and placed
restrictions on the shares, including limitations on
transfer, risks of forfeiture, and vesting of Chapman's
rights to the shares. Section 3(a) of the Award Agreement
states, in pertinent part:
The Grantee's rights with respect to the Restricted
Shares shall become fully vested, and the restrictions set
forth in this Award Agreement shall lapse, on the third
anniversary of the Grant Date (the "Vesting Date");
provided that the Grantee must be employed as of such Vesting
Date, except as otherwise determined by the Committee in its
The Committee, in its sole discretion, may accelerate the
vesting of all or any portion of the Restricted Shares, at
any time and from time to time.
(Award Agreement 2.) Section 4 of the Award Agreement states,
in pertinent part: "[I]f the Grantee's rights with
respect to any Restricted Shares ... awarded to the Grantee
pursuant to this Award Agreement have not become vested prior
to the date on which the Grantee's employment is
terminated, the Grantee's rights with respect to such
Restricted Shares ... shall immediately terminate"
(Id. at 2.) The Grant Date of Chapman's award
was April 19, 2011, making the Vesting Date April 19, 2014.
Regional Manager Jeffrey Hicks ("Hicks") terminated
Chapman's employment on December 2, 2013, four months
prior to the Award Agreement's Vesting Date. Hicks had
attended the March 2011 recognition dinner and knew that
Chapman's shares would not vest for three years after the
Grant Date. Chapman contends that, although his "sales
were up" and commensurate with sales at other Asbury
dealerships in the market, Hicks set "unrealistically
high" sales targets for Chapman's dealership and
gave "false information" that Chapman was
performing "poorly." (Compl. ¶¶ 17, 23.)
Chapman also asserts that Asbury had a custom and practice of
not terminating employees in December.
termination, Chapman requested that he "remain employed
by Asbury in some capacity" because, in his experience
with Asbury, managers were not terminated when another
position with the company was available. (Id. ¶
18.) Chapman also informed Hicks that he needed to remain
employed with Asbury until April 19, 2014, the Vesting Date,
in order to receive his 4, 000 shares of Asbury stock. Hicks
denied Chapman's request, and, as a result of the
termination of his employment, Chapman did not receive the
Restricted Shares under the Award Agreement.