Jiang v. Shogun Japanese Steak House, Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

_______________________________________

)

CHUN LIN JIANG, individually and )

on behalf of all others similarly situated, )

)

Plaintiff, )

) Civil Action No.

v. ) 21-11732-FDS

)

SHOGUN JAPANESE )

STEAKHOUSE INC., )

)

Defendant. )

_______________________________________)

MEMORANDUM AND ORDER ON

DEFENDANT’S MOTION FOR SUMMARY JUDGMENT

SAYLOR, C.J.

This case is about employee claims for unpaid wages. Plaintiff Chun Lin Jiang formerly

worked as a teriyaki chef at a number of Boston-area restaurants. In October 2021, he sued

several restaurants and individuals for violations of the Fair Labor Standards Act (“FLSA”),

29 U.S.C. § 201, et seq., and the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148. In

July 2022, this court dismissed the state-law claims and the claims for most of the defendants,

except Shogun Japanese Steakhouse Inc.

Jiang contends that Shogun, although never his direct employer, is responsible as an

employer under the FLSA based on an “integrated-enterprise” theory of liability. Shogun has

moved for summary judgment, contending that theory does apply in the FLSA context, and even

if it did, there is no triable issue of material fact as to Shogun’s liability. For the following

reasons, the motion will be granted.

I. Background

Except where otherwise noted, the following facts are undisputed.1

A. Factual Background

Shogun Steakhouse Inc. is a Japanese restaurant in Newton, Massachusetts. (Def.

Statement of Undisputed Material Facts (“SOF”) ¶ 1-2). Guanglong Lin is the president and

part-owner of Shogun, along with at least three other Boston-area restaurants—Tokyo II Steak

House Inc., Tokyo III Steak House Inc., and Kobe Steakhouse Inc. (Id. ¶ 1). Each restaurant is

separately incorporated and are independently registered as corporations with the Massachusetts

Secretary of the Commonwealth. (Id. ¶ 34).2 Each maintains separate bank accounts and files

separate tax returns. (Id. ¶¶ 32, 38). Each has separate insurance and worker’s compensation

policies. (Id. ¶ 39). As relevant here, Shogun maintains its insurance policies with different

insurers than every other restaurant. (Id.). Each restaurant is overseen by its own manager and

provides separate shuttles to transport its employees to their location. (Id. ¶¶ 21-23, 41-42).

Chun Lin Jiang worked at the Tokyo II and Kobe restaurants at various points between

June 2014 and June 2021. (Id. ¶ 5). He never worked at Shogun or Tokyo III. (Id.). The parties

dispute Jiang’s precise employment status and the nature or amount of any payments he received

while working at Tokyo II and Kobe, but they agree that he did work at those locations.

1 In plaintiff’s response to defendant’s statement of undisputed facts, plaintiff’s counsel repeatedly declined

to admit or deny certain facts, asserting that they were “not material facts which require a response.” (E.g., Pl. Resp.

to SOF ¶ 1). Because that response is not a denial, it could be deemed to be admitted under Local Rule 56.1 and

Fed. R. Civ. P. 56(e). Even so, the Court will rely on the record submitted by the parties to determine whether a

material fact is disputed. See Velazquez-Ortiz v. Vilsack, 657 F.3d 64, 66 (1st Cir. 2011) (“We recite the facts, as

supported by the record, in the light most favorable to [plaintiff], and draw all reasonable inferences in [his] favor.”

(emphasis added)).

2 Plaintiff asserts that the Court should not consider certain witness declarations submitted by defendant

because they are signed electronically. (Pl. Opp’n at 5). That assertion—bordering on frivolous—is clearly contrary

to Local Rule 5.4 and CM/ECF Administrative Procedures Section M.3, and the Court will disregard it.

B. Procedural Background

On October 22, 2021, plaintiff filed suit on behalf of himself and other similarly situated

employees. The complaint asserted claims against the four defendant restaurants, Guanglong

Lin, and several other alleged shareholders and corporate officers of the restaurants. It asserted

five causes of action against all defendants, including violations of Massachusetts wage laws and

the FLSA. On July 22, 2022, this court dismissed all of the defendants, except Shogun, for

plaintiff’s failure to effect service of process. (ECF No. 32 at 17). It also dismissed the state-law

claims. (Id.). The remaining claims against Shogun are for failures to pay the minimum wage

(Count 1) and failures to pay overtime compensation (Count 4), both in violation of the FLSA.

Defendant has moved for summary judgment on the remaining claims on the ground that

no evidence establishes an employer-employee relationship between plaintiff and defendant

sufficient to confer liability under the FLSA.

II. Standard of Review

The role of summary judgment is “to pierce the pleadings and to assess the proof in order

to see whether there is a genuine need for trial.” Mesnick v. General Elec. Co., 950 F.2d 816,

822 (1st Cir. 1991) (quoting Garside v. Osco Drug Inc., 895 F.2d 46, 50 (1st Cir. 1990)).

Summary judgment shall be granted when “there is no genuine dispute as to any material fact

and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A genuine

issue is “one that must be decided at trial because the evidence, viewed in the light most

flattering to the nonmovant . . . would permit a rational factfinder to resolve the issue in favor of

either party.” Medina-Munoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5, 8 (1st Cir. 1990)

(citation omitted). In evaluating a summary judgment motion, the court indulges all reasonable

inferences in favor of the nonmoving party. See O’Connor v. Steeves, 994 F.2d 905, 907 (1st

Cir. 1993). When “a properly supported motion for summary judgment is made, the adverse

party must set forth specific facts showing that there is a genuine issue for trial.” Anderson v.

Liberty Lobby Inc., 477 U.S. 242, 250 (1986) (quotations omitted). The nonmoving party may

not “rest upon mere allegation or denials of his pleading,” but must “present affirmative

evidence.” Id. at 256-57.

III. Analysis

Shogun has moved for summary judgment on the ground that there is no triable issue of

fact that it was plaintiff’s employer under the FLSA. It is undisputed that plaintiff worked at

Tokyo II and Kobe, but he did not work at Shogun. Plaintiff contends, however, that Shogun

was part of an integrated enterprise that included both Tokyo II and Kobe.3 Shogun responds

that the integrated-enterprise theory of liability is not the appropriate standard to establish FLSA

liability and, regardless of the applicable standard, plaintiff cannot establish the employer-

employee relationship critical for liability under the FLSA.

There are, therefore, two relevant questions to deciding the present motion: first, what is

the legal standard defining employer-employee relationship under the FLSA, and second,

whether plaintiff has produced sufficient facts to create a triable issue as to Shogun’s liability

under that standard.4

A. Employer Liability Under the FLSA

The FLSA provides broad and comprehensive coverage of employees. United States v.

Rosenwasser, 323 U.S. 360, 362 (1945). Indeed, the Supreme Court has suggested that “[a]

3 Parties dispute whether Jiang was an employee or a shareholder of those restaurants, but that question

cannot be resolved at summary judgment and is inconsequential for determining the present motion.

4 As the Court explained at the motion to dismiss stage, there are at least three legal frameworks that might

be implicated by plaintiff’s theory of liability: (1) “joint employer” liability, which generally applies when an

employee has multiple simultaneous employers; (2) the definition of “enterprise” in the FLSA, which applies to

determine whether there is FLSA jurisdiction, 29 U.S.C. § 203(r); and (3) the “integrated-enterprise test,” which is

used to determine liability under the National Labor Relations Act, among other statutes. Here, the dispute centers

on whether the “integrated-enterprise test” applies to confer liability to defendant.

broader or more comprehensive coverage of employees . . . would be difficult to frame.” Id. All

the same, the statute’s reach is not without limits. The FLSA applies only to those who are

“employed” by an “employer.” 29 U.S.C. § 207(a)(1). To “employ” is defined as “to suffer or

permit to work.” 29 U.S.C. § 203(g). An “employer” is defined as “any person acting directly or

indirectly in the interest of an employer in relation to an employee.” 29 U.S.C. § 203(d).

Liability under the FLSA hinges on the existence of an employer-employee relationship.

Defining what level of relationship can confer liability under the FLSA, however, is not

entirely settled. The First Circuit has held, in a case claiming violations of the FLSA, that “to

determine whether an employment relationship exists for the purposes of federal welfare

legislation, courts look not to the common law conceptions of that relationship, but rather to the

economic reality of the totality of the circumstances bearing on whether the putative employee is

economically dependent on the alleged employer.” Baystate Alt. Staffing Inc. v. Herman, 163

F.3d 668, 675 (1st Cir. 1998) (quotations omitted); see also Maldonado v. Cultural Care Inc., 2020

WL 4352846, at *3 (D. Mass. July 29, 2020). That standard has been similarly applied by many

other circuit courts. See, e.g., Herman v. RSR Sec. Servs. Ltd., 172 F.3d 132, 139 (2d Cir. 1999);

Schultz v. Cap. Int’l Sec., Inc., 466 F.3d 298, 304 (4th Cir. 2006).

In other types of employment-related cases, courts have applied an “integrated-

enterprise” test to determine “whether interrelated companies should be treated as one entity

under the [NLRA], 29 U.S.C. § 164.” Romano v. U-Haul Int’l, 233 F.3d 655, 662 (1st Cir.

2000); see also Penntech Papers Inc. v. N.L.R.B., 706 F.2d 18, 25 (1st Cir. 1983). Under that

framework, “an employee, who is technically employed on the books of one entity, which is

deemed to be part of a larger ‘single-employer’ entity, may impose liability for certain violations

of employment law not only on the nominal employer but also on another entity comprising part

of the single integrated employer.” Arculeo v. On-Site Sales & Mktg. LLC, 425 F.3d 193, 198

(2d Cir. 2005) (citing Cook v. Arrowsmith Shelburne, Inc., 69 F.3d 1235, 1240-41 (2d Cir.

1995)). The test considers four factors: “(1) interrelation of operations; (2) common

management; (3) centralized control of labor relations; and (4) common ownership.” Romano,

233 F.3d at 662. The First Circuit has adopted that test for determining employer liability in the

context of the Americans with Disabilities Act, Burnett v. Ocean Properties Inc., 987 F.3d 57, 65

(1st Cir. 2021); Title VII of the Civil Rights Act, Torres-Negrón v. Merck & Co., 488 F.3d 34,

40-42 (1st Cir. 2007); and the Family and Medical Leave Act, Engelhardt v. S.P. Richards Co.,

472 F.3d 1, 4-5 (1st Cir. 2006). It has not, however, applied the test within the context of the

FLSA. Hamilton v. Partners Healthcare Sys. Inc., 209 F. Supp. 3d 379, 392 (D. Mass. 2016),

aff’d, 879 F.3d 407 (1st Cir. 2018).5

As the Court noted in its memorandum and order on defendant’s motion to dismiss, no

circuit court has endorsed the “integrated-enterprise” test in an FLSA case, and district courts are

split on the issue. Compare, e.g., Huang v. Sakura Mandarin Inc., 2022 WL 2052646, at *3-4

(E.D. Pa. June 7, 2022) (applying test), with Hart v. Rick’s Cabaret Int’l Inc., 967 F. Supp. 2d

901, 940 n.16 (S.D.N.Y. 2013) (rejecting test). One other judge in this district has considered

the issue and determined that the “economic-reality” test is the applicable standard, not the

“integrated-enterprise” test. See Bah v. Enterprise Rent-A-Car Co. of Boston LLC, 2020

WL 6701324, at *7 (D. Mass. Nov. 13, 2020) (Wolf, J.) (concluding that the integrated-

enterprise theory “is not . . . the proper test for determining whether an employer may be held

liable under the FLSA in the First Circuit”).

5 In Cavallaro v. UMass Mem’l Healthcare, Inc., 678 F.3d 1, 9-10 (1st Cir. 2012), the First Circuit

refrained from addressing the argument that the defendants operated as a “joint employer” or “integrated enterprise”

because the complaint did not allege a direct employment relationship with any of the named defendants.

To a certain extent, the two standards ask different questions. The “economic-reality”

test is mainly focused on the relationship between a plaintiff and their direct employer. The

“integrated-enterprise” test is mainly focused on the relationship between different entities, and

whether they are sufficiently interrelated such that liability for one requires liability for the other.

In any event, and whatever the comparative merits of the different tests, the First Circuit in

Baystate has articulated what appears to be the relevant standard. The Court will therefore apply

the “economic-reality” test to determine whether liability may be imposed on the non-employing

entity.6

B. Shogun’s Liability

The next question is whether plaintiff has produced sufficient evidence to create a triable

issue of fact that defendant was his “employer” within the meaning of the “economic-reality”

test. The First Circuit in Baystate provided at least four factors relevant to that analysis: whether

the “alleged employer (1) had the power to hire and fire the employee[]; (2) supervised and

controlled employee work schedules or conditions of employment; (3) determined the rate and

method of payment; and (4) maintained employment records.” 163 F.3d at 675. It “is the totality

of the circumstances, and not any one factor, which determines whether a worker is the

employee of a particular alleged employer.” Id. at 676.

Plaintiff does not seriously assert that any of the Baystate factors are met here. He does

not contend that anyone employed by Shogun had the power to hire or fire him, nor that Shogun

controlled his work schedule or the conditions in other restaurants. There is no evidence that

6 There may be some substantial practical issues by extending the “integrated-enterprise” test to FLSA

cases, particularly in a case such as this where the direct employer is no longer party to the action. For example, the

parties dispute whether plaintiff was a direct employee at all (plaintiff’s counsel contends that the question is not

relevant to this action, as neither of the alleged direct employers is a party). Were the case to proceed without a

direct employer as a party, there would likely be problems in adjudicating employee status due to (for example) the

availability of employment records, which are part of the “economic-reality” test but not necessarily the “integrated-

enterprise” test.

Shogun ever paid him, or that any records of his purported employment are held by Shogun. As

the undisputed facts demonstrate, Shogun maintained separate managers, bank accounts,

insurance policies and insurers, and paid its taxes separately. (SOF ¶¶ 21-23, 32, 34, 38, 39).

Plaintiff’s primary asserted link between Shogun and his direct employers is that

Guanglong Lin controlled many operations at each of the restaurants that he partly owned.

(Jiang Dep. at 78-79). That is not enough to establish an employer-employee relationship

between Shogun and plaintiff. Mere common ownership, or even simultaneous control of

multiple entities, is not sufficient to establish that any of those entities can be considered an

“employer” under the FLSA.

The only other facts that plaintiff contends support his claim appear to focus on the

alleged sharing of employees and inventory between different restaurants. (Id. at 77-84). But

none of those factual assertions—even if true—support a finding that the “economic reality” of

the situation was that Shogun was plaintiff’s employer, only that it may have shared some

connection to other entities that may in turn have qualified for that status.

Accordingly, plaintiff has not set forth sufficient facts to establish that, considering the

totality of the circumstances, defendant Shogun was his employer within the meaning of the

FLSA. The motion for summary judgment will therefore be granted.

IV. Conclusion

For the foregoing reasons, defendant’s motion for summary judgment is GRANTED.

So Ordered.

/s/ F. Dennis Saylor IV

F. Dennis Saylor IV

Dated: January 31, 2024 Chief Judge, United States District Court