Full Opinion

Plaintiff Shelley R. Brinkley ("Brinkley" or the "Plaintiff') has filed this action against her former employer, Meenta, Inc. ("Meenta" or the "Company"), and three individuals, Gabor Bethlendy ("Bethlendy"), Stephan Smith ("Smith"), and Torrey Ah-Tye ("Ah-Tye") (Smith and Ah-Tye, are hereinafter collectively referred to as the "Defendants"), for unpaid wages and retaliation under the Massachusetts Wage Act, G.L. c. 149, §§ 148, 148A, 150 (the "Wage Act"). Before the Court are Brinkley's Motion for Summary Judgment as to her claim against Smith for unpaid wages (Count III) (paper #57),[2] Brinkley's Motion for Summary Judgment as to her claim against Ah-Tye for unpaid wages (Count IV) (paper #67), and Ah-Tye's Motion for Summary Judgment as to the claims for unpaid wages and retaliation asserted against her (Counts IV and VII) {paper #75).[3] For the reasons which follow, Brinkley's motions (papers #57 and #67) shall be DENIED, and Ah-Tye's motion (paper #75) shall be ALLOWED. -------------------------------------------- [1] Gabor Bethlendy, Stephan Smith, and Torrey Ah-Tye. [2] The Court need not address Smith's belatedly filed summary judgment motion (paper #86), because the Court's conclusion that the claimed commissions do not qualify as wages under the Wage Act has been made on a fully developed record and is now the law of the case. Inasmuch as the commissions claimed to be owed by Smith arc obviously the same commissions that the Court has determined as a matter of law are not statutory wages, the ruling obviates Smith's me-too dispositive motion on this issue. [3] Brinkley does not oppose Ah-Tye's motion for summary judgment as to Count VII (for retaliation), as G.L. c. 149, § 14&A does not impose personal liability upon individuals. See G.L. c. 149. § 148A ("No employee shall be -1- BACKGROUND In 2016, Bethlendy and Smith founded Meenta to develop a scientific equipment sharing platform. At all times relevant, Bethlendy was the President, Treasurer, and Secretary of Meenta. Bethlendy was also the Chief Executive Officer and one of the Company's three Directors, the other two being Smith and Richard Leach. Smith was Meenta's Chief Technology Officer. Ellen Li (''Li") was Meenta's Chief Financial Officer, in charge of the Company's accounts receivable, calculating the commissions due to employees, managing accounts payable, and paying bills. I. Ah-Tye In June, 2019, Meenta hired Ah-Tye as ''Business Development Lead." Ah-Tye's principal role entailed supporting Bethlendy during customer outreach and sales. In 2020, Ah- Tye became a Product Manager and then the Director of Product. In 202I, Ah-Tye was promoted to the position of Vice President of Product, in which role she oversaw the product function and managed the product team. When prospective candidates would present to join the product team, Ah-Tye would "facilitate the interview process and communicate on behalf of the company to the prospective employee, and then go to [ ] Bethlendy for a final decision." Other middle managers did the same for their respective teams. On one occasion, Ah-Tye extended an employment offer to a candidate on behalf of Meenta. In November, 2020, Ah-Tye attempted to resign from Meenta. To retain Ah-Tye, Meenta provided her with an increase in salary and invested her with the title of "Co-Founder" (along- -------------------------------------------- penalized by an employer in any way as a result of any action on the part of an employee to seek his or her rights under the wages and hours provisions of this chapter."). Compare G.L. c. 149, § 148 (adding that "[t]he president and treasurer of a corporation and any officers or agents having the management of such corporation shall be deemed to be the employers of the employees of the corporation within the meaning of this section."). Smith is entitled to judgment on Count Vil for the same reason. -2- side Bethlendy and Smith). Meenta subsequently terminated Ah-Tye's employment on October 19, 2022. It is not disputed that Ah-Tye never had any access to or control over Meenta's bank accounts, was never a signatory on any Meenta bank account, and never enjoyed administrative access to or control over any Meenta credit cards. It is likewise undisputed that Ah-Tye never had control over Meenta's accounts payable or receivable, and never held any administrative privileges over the Company's payroll accounts. II. Brinkley On February 18, 2021, Plaintiff executed a written employment agreement with Meenta, which agreement provided for a yearly salary of $130,000 plus commission. Plaintiff started her employment with Meenta, as its Customer Success Director, on March 1, 2021. Meenta's Chief Commercial Officer, Dana Alexandrunas ("Alexandrunas"), was responsible for Plaintiffs hiring and served as her direct supervisor.[4] On January 1, 2022, Meenta promoted Plaintiff to Vice President of Customer Success, with a base salary of $130,000 plus a commission in the amount of "1.375% of revenue calculated and paid quarterly."[5] There is little to no evidence in the summary judgment record reflecting Brinkley's substantive duties and job responsibilities at Meenta. An undated message from Li to Bethlendy and Alexandrunas stated that Li had calculated commission payouts for Ql and Q2 of 2021, and that Brinkley's due commissions were $90,131.05 and $30,906.46, respectively.[6] -------------------------------------------- [4] Alexandrunas reported directly to Bethlendy. [5] Alexandrunas signed Plaintiffs promotion letter. [6] Plaintiff also claims that she had earned approximately $15,125 in commissions for the part of Q3 for which she was employed (that is, July 1, 2022 through September 22, 2022). -3- In the summer of 2022, Plaintiff had several discussions with Meenta management about when she would receive her unpaid commissions for Ql and Q2. Through mid-September, 2022, Plaintiff communicated with Bethlendy and Smith regarding payment of the unpaid commissions. On September 22, 2022, Meenta terminated Brinkley's employment. At that time, Smith informed Brinkley that her termination was part of a reduction in force. Meenta did not issue any payments to Plaintiff on September 22, 2022. Smith has acknowledged that Meenta owed commissions to Plaintiff at the time of her termination; and, at some point, Meenta made a partial payment to Plaintiff of $9,166.67. III. The End of Meenta Sometime in 2022, Meenta began experiencing financial difficulties, caused in part by Bethlendy's excessive spending. At a board meeting held on October 24, 2022, "Smith led a discussion ... regarding [Meenta's] activities, liabilities, cash position and potential next steps, including the possibility ofliquidating [Meenta's] assets and winding down [the Company]." At this same meeting, the Board removed Bethlendy from all corporate bank accounts, and essentially placed Smith in charge of Meenta. By this reorganization, Smith was designated as the authorized signatory of Meenta, "with the authority to transact business on behalf of [Meenta]" with respect to financial matters.[7] DISCUSSION I. Legal Standard "Summary judgment is proper where there is no genuine issue as to any material fact and a party is entitled to judgment as a matter of law." Matter of Will of Kline. 495 Mass. 1 , 4 (2024), cert. denied sub nom. Judson v. Friedman, 146 S. Ct. 107 (2025), citing Mass. R. Civ. P. -------------------------------------------- [7] The Court was advised at hearing that Meenta has since gone out of business, a fact that appears to explain why Plaintiff is looking to Smith and Ah-Tye to answer for the Company's obligations under the Wage Act. -4- 56(c). "The moving party must affirmatively show that there is no real issue of fact, ... all doubts being resolved against the party moving for summary judgment." Shawmut Worcester Cnty. Bank, N.A. v. Miller, 398 Mass. 273,281 (1986). Accord Hill-Junious v. UTP Realty, LLC, 492 Mass. 667 , 672 (2023) (court views evidence in light most favorable to non-moving party). The present motions present two distinct issues for the Court to address: (1) whether the unpaid commissions allegedly due to Plaintiff were "wages" under G.L. c. 149, § 148; and (2) whether Smith or Ah-Tye were "agents having the management of the corporation" under the Wage Act, thereby subject to personal liability for violations of the statute. If the Court answers either question in Smith or Ah-Tye's favor, the Defendant(s) are entitled to summary judgment. II. Commissions Defendants argue that the unpaid commissions which Plaintiff claims she is owed are not "wages" under G.L. c. 149, § 148. The Court agrees. "The Wage Act requires that an employer expeditiously pay a terminated employee his full wages and similar compensation... Suominen v. Goodman Industrial Equities Mgmt. Grp., LLC, 78 Mass. App. Ct. 723, 737 (2011). See G.L. c. 149, § 148. Commissions are the only form of "contingent compensation recognized expressly in the [Wage Act]," Nunez v. Syncsort Inc., 496 Mass. 706 , 710 (2025), and they "may qualify as wages, sheltered by the [] Act, in certain circumstances." Klauber v. VMware, Inc., 80 F.4th 1 , 10 (1st Cir. 2023). The Act specifically requires a commission to be paid when: "{l) the amount of the commission 'has been definitely determined'; and (2) the commission 'has become due and payable."' Parker v. EnerNOC, Inc., 484 Mass. 128 , 133 (2020), quoting G.L. c. 149, § 148. The "term ‘commission' is commonly understood to refer to compensation owed to those in the business of selling goods, services, or real estate, set typically as a percentage of the sales -5- price." Suominen, 78 Mass. App. Ct. at 738 , citing Webster's New Universal Unabridged Dictionary 364 (2d ed. 1983) (defining "commission" as "[a] percentage of the money taken in on sales, given as pay to a salesclerk or agent, usually in addition to salary or wages"). However, our appellate courts have held that "[a] payment based on a percentage of a business's overall profits is not a commission." O'Connor v. Kadrmas, 96 Mass. App. Ct. 273 , 288 (2019). Accord Suominen, 78 Mass. App. Ct. at 738 (profit-sharing arrangement deemed not a commission covered by the Wage Act). Stated otherwise, payments based on the sales or revenue generated by an individual employee are typically considered commissions, whereas payments based on a percentage of the business's overall profits are not. See Israel v. Voya Inst. Plan Servs., LLC, Civ. A. No. 15-cv-11914-ADB, 2017 U.S. Dist. LEXIS 37961 , at *11-12 (D. Mass. Mar. 16, 2017) ("Courts have determined that a commission must be based on the sales or revenue generated by the individual employee, as distinguished from a payment based on a percentage of the business's overall profits, which is not a commission."). Compare Barnia v. Kaur, 646 F.Supp.3d 154 , 169 (D. Mass. 2022) (Kelley, J.) (dentist's annual bonus, which was "contingent on the dental practices' profitability, ... cannot be understood as a commission" and is not subject to Wage Act); Element Prods., Inc. v. Editbar, LLC. No. 1684CV01476-BLS1 , 2019 Mass. Super. LEXIS 467 , at *3-4 (Mass. Super. Ct. May 7, 2019) (Davis, J.) (compensation that was a percentage of overall profit of company for each quarter and not a percentage of specific revenues generated through plaintiffs individual marketing and business efforts not protected by Wage Act) with Israel, 2017 U.S. Dist. LEXIS 37961 , at* 14 (compensation was commission where it rewarded work that plaintiff "did to successfully persuade customer to use employer's services, as well as the work he did to assist that customer on an ongoing basis, and provided a percentage of the profits from that sale"); Feygina v. Hallmark Health Sys., Inc., No. -6- MICV2011-03449, 2013 Mass. Super. LEXIS 72 , at *14-15 (Mass. Super. July 12, 2013) (Salinger, J.) (percentage of revenue generated by doctor's own individual practice constituted commission).[8] There is no evidence in the record, and no language in Plaintiff's promotion letter, that the commission at issue was to be calculated as a percentage of specific revenues generated through Brinkley's individual business efforts. Compare Okennan v. VA Software Corp., 69 Mass. App. Ct. 771, 772 (2007) (terms of plaintiffs employment included commission plan providing for a variable commission percentage based on amount of revenue he generated). Indeed, it is unclear from the record what Brinkley did at Meenta, what the employees who reported to her did, or how her and/or her team's efforts generated revenues for the Company at all. Compare id. at 780 (plaintiff "set out the revenue he brought into VA and the consequent commissions he was due").[9] The record evidence that does speak to this issue, including Brinkley's own testimony,[10] reflect that the Plaintiffs commission was to be calculated as a percentage of the overall revenue of Meenta for each quarter. See Element Prods.• Inc.• 2019 Mass. Super. LEXIS 467 , at *3-4 (rejecting commission claim where employment agreement made clear that plaintiffs "Incentive Bonus Compensation" would be calculated as percentage of -------------------------------------------- [8] Contrary to Plaintiff's argument at hearing, nothing in the reported case law suggests that compensation tied to firm-wide "revenues," as distinguished from "profits," is properly treated as a commission. The key takeaway from the reported decisions is that non-salaried compensation calculated as a percentage of the economic perfonnance of an organization will not be deemed a commission under the Wage Act; whereas compensation representing a percentage of an individual's own financial productivity will. This is the distinction that causes Plaintiff's commission claim to fail. [9] Plaintiff's summary reference to her title is plainly insufficient to support the contention that she was "instrumental" in Meenta's sales. Plaintiffs related position, put forward at hearing, that her percentage payment in this case should be treated as a commission because Brinkley personally contributed to the overall economic perfonnance ofMeenta proves too much. The same could be said of virtually every employee in any organization, a gloss on the notion of an earned "commission" that would rob the tenn of all rational meaning. [10] Plaintiff testified she "got paid based on the amount of revenue that the company made." (Brinkley Dep., p. 40.) -7- company's overall profits each quarter, and not as percentage of specific revenues generated through plaintiffs individual marketing and business efforts).[11]As an employee's compensation based upon a share of the overall revenues or profits generated by a business is not subject to protection under the Wage Act, Suominen, 78 Mass. App. Ct. at 738 ; Israel, 2017 U.S. Dist. LEXIS 37961 , at *11-12, because such compensation is tethered to group performance rather than individual production, the " commissions"[12]to which Brinkley claims she is entitled are not protected by the statute. Plaintiff's Wage Act claims against Defendants thus fail as a matter of law.[13] -------------------------------------------- [11] The agreement to pay Brinkley a "commission" in the amount of" 1.375% of revenue calculated and paid quarterly" is more naturally treated as a bonus. See Milligan v. Lynch, 173 F.4th 128 , 134 (4th Cir. 2026), quoting Black's Law Dictionary (12th ed. 2024) (defining "bonus" as "premium paid in addition to what is due or expected; esp., a payment by way of division of a business's profits, given over and above normal compensation"); Israel, 2017 U.S. Dist. LEXIS 37961 , at •20-21 (contrasting bonuses that are "something unusual, above and beyond the normal paycheck" with plaintiff's variable compensation, which "was paid monthly and constituted a significant portion of his monthly pay"). Bonuses are generally not covered by the Wage Act. See Doucot v. IDS Scheer. Inc., 734 F. Supp. 2d 172, 193 (D. Mass. 2010). [12] That the parties elected to denominate this component of Brinkley's compensation a "commission" (and to refer to it with this moniker during depositions) does not, perforce, mean that the compensation in fact qualifies as such under the Wage Act. See Weems v. Citigroup Inc., 453 Mass. 147, 153-54 (2009) (explaining that the "operative fact here is that bonus awards under these programs are discretionary, not because they are labeled bonuses, but because the employers are, apparently, under no obligation to award them"); Noreke v. Gideon Taylor Consulting. LLC, No. 23-cv-11161-DJC, 2025 U.S. Dist. LEXIS 157485 , at *10 (D. Mass. Aug. 14, 2025) (Casper, J.) ("GTC's reference to this compensation as a 'commission' is not dispositive"; "the nature and purpose of a particular form of remuneration, not the label applied to it by the employer, determines whether it is covered by the statute") (quotations and citation omitted). Cf. Beaule v. M.S. Inserts & Fasteners Corp.• 17 Mass. L. Rptr. 623 , 2004 Mass. Super. LEXIS 155 at *6 (Mass. Super. Ct. Feb. 24, 2004) (Kern, J.) ("If the bonus acts like a commission ... calling them bonuses does not make it so "). [13] Plaintiff points to Li's undated email that Brinkley's commissions for QI and Q2 were $90,131.05 and $30,906.46, respectively, to argue that her commissions had been definitely determined. Li's email, however, is only relevant if the amounts allegedly owed are in fact commissions protected under the Wage Act. Which they are not. See Birnbach v. Antenna Sftware. Inc., No.14-11651-FDS, 2014 U.S. Dist. LEXIS 86996 , at *9 (D. Mass. June 26, 2024)(to prove that payment was a "wage," plaintiff"must do more than satisfy the 'due and payable' and 'definitely determined' conditions" of the statute, because not all remuneration that an employer provides to its employees is a "wage"). -8- III. Individual Liability As to Defendant Ah-Tye, there is a second and independently sufficient reason for entering summary judgment against the unpaid wage claim asserted against her. To wit, the record demonstrates that she was not an "agent[] having the management of the corporation" within the meaning of the Wage Act. The Wage Act extends the liability of an employer that fails to timely pay due wages to "[t]he president and treasurer of a corporation and any officers or agents having the management of such corporation." G.L. c. 149, § 148. In this regard, the Supreme Judicial Court (SJC) has recognized that it was the intent of the Legislature ''to impose personal liability for Wage Act violations on the president and treasurer of the corporation and on other officers or agents who may not hold these titles, but who have assumed and accepted as individuals significant management responsibilities over the corporation similar to those performed by a corporate president or treasurer, particularly in regard to the control of finances or payment of wages." Segal v. Genitrix, LLC, 478 Mass. 551 ,559 (2017). What is required for personal liability under the statute is evidence that the individual possessed "significant management responsibilities" that are at least "similar to those performed by a corporate president or treasurer, particularly in regard to the control of finances or payment of wages." Id. That is simply not the case with Ah-Tye. There is absolutely no evidence in the record that Ah-Tye possessed such responsibilities over either Meenta's finances in general or the payment of employee wages in particular. The evidence to which Brinkley points in opposing summary judgment as to Ah-Tye does not suggest otherwise. Thus, for example, Ah-Tye's putative involvement in "substantive hiring decisions," and "direct[] supervis[ion of] employees on the product team" (Pl.•s Memo. in -9- Supp. of Summ. J. against Ah-Tye, at pp. 3-4) does not remotely evidence that Ah-Tye possessed the type of broad management authority contemplated by the Wage Act. "'Merely holding a managerial position over some branch, division, or office of a corporation does not, by itself, mean that that manager has the 'management' of the 'corporation' as a whole." Wiedmann v. The Bradford Grp., Inc., 444 Mass. 698, 712 (2005). See also Segal, 478 Mass. at 559 ("Some management responsibility is not the same as 'the' management of the corporation"). Nor does Ah-Tye's nominal title of"Co-Founder" of Meenta lend support to Plaintiff's claim, as there is no evidence that Ah-Tye assumed any of the requisite managerial responsibilities along with this designation. Finally, none of the other evidence cited by Brinkley, viz., Ah-Tye signing an email launching a "360 feedback process for our leadership team," being copied by Bethlendy on an email discussing investor slide presentations, being involved in a data marketplace project proposal, or supposedly contributing to Meenta's decision to conduct a reduction in force layoff in 2022, demonstrate that Ah-Tye's duties were functionally equivalent to those performed by a corporate president or treasurer. See Bisson v. Ptech. Inc., No. 02-2117, 2004 Mass. Super. LEXIS 495 , at *6 (Mass. Super. Ct. Oct. 19, 2004) (Gants, J.) (Legislature intended to impose personal liability on agents of company whose actual responsibilities are functionally equivalent to those performed by a corporate president or treasurer). Ah-Tye surely participated in the operational management of Meenta; but she cannot reasonably be said to have assumed the far-reaching powers of its president or treasurer, or their functional equivalent, so as to render her personally liable under the Wage Act.[14] -------------------------------------------- [14] As to Smith, the Court discerns a genuine issue of material fact as to whether he can be held personally liable· under the Wage Act, as there is evidence in the record that he exercised significant management responsibilities for Meenta both prior and subsequent to the separation of Bethlendy from the Company. Ultimately, however, such factual issues arc rendered moot by the fact that Plaintiff has failed to raise a genuine dispute that her unpaid "commissions" constitute compensation protected by the Wage Act. -10- ORDER For the foregoing reasons, Plaintiffs motions for summary judgment (papers #57 and #67) shall be, and hereby are, DENIED, and Ah-Tye's motion for summary judgment (paper #75) shall be, and hereby is, ALLOWED. The Court grants summary judgment in favor of Smith in accordance with Mass. R. Civ. P. 56(c). SO ORDERED. /s/Robert B. Gordon Justice of the Superior Court Dated: September 23, 2026