## Facts

- Jeremy M. Weiss worked for Airborne Express beginning in 1996 and continued with DHL Express, Inc. after DHL acquired Airborne in 2004.
- Weiss advanced to senior sales roles, received performance recognition, and became Director of National Accounts in August 2007.
- DHL notified Weiss in December 2007 that he was selected for a “Commitment to Success Bonus Plan.”
- The plan provided (1) a $60,000 service-based bonus if Weiss remained employed through the end of 2009 and was not terminated for “good cause,” and (2) a $20,000 bonus if DHL met 2009 performance objectives.
- The plan granted DHL’s Employment Benefits Committee broad authority to administer the plan, interpret its terms, determine eligibility, and decide whether a participant was terminated for “good cause.”
- DHL paid Weiss the $20,000 performance bonus in January 2009 after meeting applicable objectives.
- In September 2009, before year-end, DHL terminated Weiss and refused to pay the $60,000 service-based bonus, asserting the Committee determined Weiss was terminated for “good cause” based on his handling of alleged misconduct by a subordinate that purportedly caused significant losses.
- Weiss disputed DHL’s characterization of his responsibilities and asserted he was not the subordinate’s direct supervisor and that others with supervisory authority were not disciplined.

## Issues

1. Whether, given the plan’s delegation of interpretive authority to DHL’s Employment Benefits Committee, the district court erred by permitting the jury to decide de novo whether Weiss was terminated for “good cause.”
2. Whether the unpaid $60,000 contingent service-based bonus qualified as “wages” under the Massachusetts Wage Act, supporting statutory relief and attorney’s fees.

## Decision

- The First Circuit reversed the judgment entered on the jury’s verdict for Weiss on the contract claim.
- The court held the plan reserved to the Committee the authority to decide “good cause,” and the jury should not have been asked to substitute its own determination.
- The court affirmed summary judgment for DHL on the Massachusetts Wage Act claim because the bonus was contingent and subject to Committee discretion rather than an earned, nondiscretionary wage.
- The court affirmed the denial of attorney’s fees because Weiss did not prevail on a fee-authorizing statutory claim and his contract recovery was vacated.

## Legal Principles

- When a contract grants an internal committee broad discretion to interpret plan terms and determine eligibility (including “good cause” termination), courts and juries generally may not decide those delegated questions anew.
- A challenge to a discretionary determination under such a plan is reviewed on a limited basis (e.g., whether the decision lacked a reasonable basis or was arbitrary or made in bad faith), rather than by independent factfinding on the underlying merits.
- A contingent bonus that depends on continued employment and is conditioned on a discretionary “good cause” determination does not constitute “wages” under the Massachusetts Wage Act in these circumstances.
- Attorney’s fees under the Massachusetts Wage Act are unavailable where the Wage Act claim fails and no other statutory or contractual fee basis is established.

## Conclusion

The First Circuit set aside a jury verdict awarding a contingent bonus because the bonus plan assigned “good cause” determinations to an internal committee, limiting the role of a jury to reviewing the committee’s decision under a deferential standard, and it held the unpaid service-based bonus was not recoverable as “wages” under the Massachusetts Wage Act.


Weiss v. DHL Express, Inc., 718 F.3d 39 (1st Cir. 2013)