In a recent decision from the Business Litigation Session of the Massachusetts Superior Court, Laughlin v. BinStar, Inc., the court held that the Massachusetts Paid Family and Medical Leave Law (PFML) does not impose individual liability and does not recognize aiding-and-abetting claims.
The decision highlights key differences between the PFML and other laws covering Massachusetts employers, and holds that, unlike statutes that expressly permit claims against individual corporate officers and agents, the PFML limits liability to the employer entity itself.
Background
The plaintiff was the former co-founder and CEO of BinStar, a retail startup operating discount stores in Massachusetts. After BinStar experienced financial distress in 2023 and 2024 while attempting to expand operations, disputes arose between the former CEO and investors regarding financing and governance decisions. The former CEO claimed that the resulting stress caused a deterioration of his physical and mental health.
From mid-October 2024 through February 2025, the former CEO took medical leave under the PFML. No successor CEO was appointed. While he was on PFML leave, investor representatives and board members allegedly sent him more than 65 messages demanding that he perform CEO-level duties.
The former CEO, asserting that these actions violated the PFML, brought claims against BinStar and several individual defendants associated with BinStar’s investors, alleging interference with and retaliation for his PFML leave. Two of the individual defendants moved to dismiss the former CEO’s claims against them.
The Court’s Decision
The court dismissed the PFML claims against the individual defendants, holding that the statute does not permit individual liability.
The PFML prohibits retaliation by an “employer” against an employee for taking protected leave. The statute incorporates the definition of “employer” from the Massachusetts unemployment statute, G.L. c. 151A, which defines an employer as an “employing unit,” meaning an individual or organization that has individuals performing services in Massachusetts.
The court emphasized that neither the PFML nor its incorporated definition of employer includes corporate officers, directors, or agents as employers. This omission was significant for the court because other Massachusetts employment statutes expressly include such language. For example, the Massachusetts Wage Act specifically states that certain corporate officers and agents with management authority may be deemed employers for purposes of liability. Because the PFML lacks comparable language, the court declined to extend liability to the individual defendants.
The court concluded that the statutory obligations to provide PFML leave and to refrain from retaliation rest with the employer, and therefore could not be enforced against investors, board members, or other individuals acting on BinStar’s behalf.
No Aiding-and-Abetting Liability
The court also rejected the former CEO’s alternative argument that he should be permitted to pursue a claim against the individual defendants for aiding and abetting a PFML violation.
The court explained that, while a corporation necessarily acts through its officers, directors, employees, and agents, the PFML does not create liability for those individuals merely because they participated in the employer’s conduct. The court noted that other Massachusetts statutes expressly create aiding-and-abetting liability when the Legislature intended to do so.
For example, the Massachusetts anti-discrimination statute, G.L. c. 151B, specifically makes it unlawful for any person to “aid, abet, incite, compel or coerce” discriminatory conduct.
Because no comparable language appears in the PFML, the court concluded that the Legislature did not intend to create aiding-and-abetting liability for PFML violations and declined to imply such a cause of action.
Practical Takeaways
Although this decision is not binding precedent on other courts and no appellate courts in Massachusetts have addressed whether the PFML permits individual liability or aiding-and-abetting claims, it provides important guidance on the scope of liability under the PFML:
- Individual liability rejected in this case: The court held that corporate officers, directors, and investors cannot be held individually liable under the PFML.
- No aiding-and-abetting claims recognized: The court also declined to recognize aiding-and-abetting liability under the PFML.
- Contrast with other statutes: The ruling highlights a key distinction between the PFML and the Massachusetts Wage Act and Chapter 151B, both of which expressly authorize individual liability in certain circumstances.
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