JAMES ROSENCRANZ v. IANTHUS CAPITAL HOLDINGS, INC., & Others.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

23-P-878

JAMES ROSENCRANZ

vs.

IANTHUS CAPITAL HOLDINGS, INC., & others.1

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff, James Rosencranz, brought this action

against his former employer, Ianthus Capital Holdings, Inc., and

its subsidiary, Mayflower Medicinals, Inc. (hereinafter

Mayflower), claiming, among other things, that Mayflower

unlawfully terminated his employment. The complaint sought

damages for various alleged improper employment actions, age

discrimination under G. L. c. 151B,2 unsafe and hostile working

1Mayflower Medicinals, Inc.; Michael Silvestri; Amy
Anderson; Linda McClintock; Caleb Johnson; John Henderson; and
Ashley Cabana.

2Rosencranz initially filed an age discrimination claim
with the Massachusetts Commission Against Discrimination (MCAD)
but withdrew it before filing this lawsuit.
conditions, violations of Massachusetts sick time laws, and

intentional infliction of emotional distress.3 Mayflower filed a

motion to dismiss the complaint or, in the alternative, to

compel arbitration based on an arbitration clause set forth in

Rosencranz's employment agreement. A judge of the Superior

Court allowed Mayflower's alternative motion and ordered

arbitration. As we discuss in more detail below, there was no

arbitration, and the complaint was subsequently dismissed. The

judge also denied Rosencranz's motions for reconsideration and

recusal. For the reasons that follow, we affirm the judgment of

dismissal, concluding that the judge did not erroneously order

the matter to arbitration or deny the motions for

reconsideration and recusal.

3 The individual defendants were employed by Mayflower as
members of its management team during the period of Rosencranz's
employment. The complaint alleges that some or all of these
persons were responsible, at various times, for subjecting
Rosencranz to numerous indignities and unsafe working
conditions. Specifically, Rosencranz claimed that he was
required to purchase and wear "khaki colored pants" but was not
reimbursed; was "ordered . . . to stop sitting in a chair at a
time when [he] was neither waiting on a patient, nor was a
patient entering the dispensary"; was "mock[ed] [and] laugh[ed]
at . . . over the question of whether 'khakis,' the color of the
pants that [Mayflower] order[ed] all to wear as a uniform, were
a color of pant (as [Rosencranz] said) or a type of pant"; was
required to work on July 6, a ninety-three degree day,
notwithstanding "that the air conditioner was not working"; and
that Mayflower "[told] him that it was [Mayflower's] policy to
provide a 'doctor's note' when absent from the job" and
"requested that [Rosencranz] provide certification through a
'doctor's note.'"

2
Background. The following facts are drawn from the record

and are undisputed between the parties except where noted.

Mayflower owns and operates medical cannabis dispensaries in

Massachusetts. On September 12, 2018, Mayflower offered

Rosencranz a position as a "packager/trimmer" at its Allston

location.4 Rosencranz accepted the offer of employment by

signing an offer letter on September 17, 2018.5 The offer letter

contained a broad arbitration clause, which states in relevant

part that:

"Any controversy or claim arising out of this offer letter
or your employment shall be settled by binding arbitration
under the auspices of the American Arbitration Association
('AAA') in Boston, MA in accordance with the Employment
Dispute Resolution Rules of the AAA."

Rosencranz then began working at the dispensary on or about

October 30, 2018. In September 2019, Mayflower terminated

Rosencranz's employment. Rosencranz filed this lawsuit in

September 2022.

As previously noted, Mayflower filed a motion to dismiss

or, in the alternative, to compel arbitration pursuant to G. L.

c. 251, § 2 (a). Mayflower asserted that all of Rosencranz's

claims arose from his employment and, consequently, the terms of

4 Rosencranz alleges that he was hired as a "sale agent" and
not a trimmer. Nothing turns on this discrepancy.

5 At times the parties refer to the offer letter as an
employment agreement.

3
the arbitration clause required that the claims be resolved in

arbitration. Rosencranz opposed the motion. Relying on

Warfield v. Beth Israel Deaconess Med. Ctr., Inc., 454 Mass. 390

(2009), he primarily argued that because the arbitration clause

did not specifically encompass discrimination claims under G. L.

c. 151B, those claims were subject to litigation in the Superior

Court.

Following a hearing, at which Mayflower was represented by

counsel and Rosencranz appeared pro se, a judge of the Superior

Court issued an "Expanded Endorsement" in which he rejected

Rosencranz's argument. In doing so, the judge concluded that

all of Rosencranz's claims fell within the scope of the

arbitration clause contained within the employment agreement.

The judge reasoned as follows:

"Massachusetts Arbitration Act, detailed in [G. L. c. 251,
§ 1], expressly treats arbitration clauses as valid,
enforceable and irrevocable. . . . Massachusetts
recognizes a liberal policy favoring the use and
enforcement of arbitration agreements. . . . The clause
sufficiently describes that '[a]ny controversy or claim
arising out of this offer letter or your employment shall
be settled by binding arbitration' and therefore there
exists a rebuttable presumption that all of Rosencranz's
claims should be resolved via arbitration as they arose
and/or relate[] to his employment. . . . Additionally, I
do not find, based upon the pleadings and attachments
appended thereto, that [Mayflower] waived their right to
arbitrate any and all claims due to any failure to answer,
intercede and/or defend" (footnotes, emphasis omitted).

The judge then ordered arbitration, entered a nisi

dismissal order, and temporarily retained jurisdiction pending

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arbitration or settlement of Rosencranz's claims. The dismissal

order provided that the complaint would be dismissed "after

[the] action was reported going to mediation/arbitration" and

that an "Agreement or Stipulation shall be filed in this court

by" May 5, 2023. No such agreement or stipulation was filed by

that date. Instead, on May 12, 2023, Rosencranz filed a motion

for reconsideration. That motion was denied in a margin

endorsement on May 17, 2023. Two weeks later, Rosencranz moved

for the judge's recusal. The judge denied the motion to recuse

on June 8, 2023, and a judgment of dismissal for "[f]ailure to

comply with nisi order" entered on the following day, June 9,

2023.

Discussion. 1. The arbitration order. Our review of an

order compelling arbitration is de novo. Machado v. System4

LLC, 471 Mass. 204, 208 (2015). Relying on Warfield, 454 Mass.

390, Rosencranz first argues, as he did below, that the

arbitration clause does not cover his claims, particularly his

claim of age discrimination, because the clause did not, in

"clear and unmistakable" terms, include a waiver of his claims

under G. L. c. 151B. Warfield, supra at 398. We are not

persuaded.

To begin with, the arbitration clause at issue here is

distinguishable from the clause addressed in Warfield. There,

the arbitration clause required "arbitration of any dispute

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'arising out of or in connection with this Agreement or its

negotiations.'" Warfield, 454 Mass. at 402. The Supreme

Judicial Court held that the phrase, "arising out of or in

connection with the Agreement or its negotiations," which was

not defined in the agreement, did not "cover[] claims of

statutorily based gender discrimination and retaliation under

c. 151B." Id. As the court explained, "[t]he clause refers to

disputes arising out of or concerning the agreement or

negotiations leading to the agreement rather than concerning

employment generally, and it seems to presume a continuing

working relationship even as disputes pertaining to the

provisions of the agreement would be resolved through

arbitration" (emphasis added). Id. Here, by contrast, the

arbitration clause definitively requires Rosencranz to arbitrate

"[a]ny controversy or claim arising out of [the] offer letter or

[his] employment." This language is clear and, in our view,

unmistakably includes claims of discrimination within the scope

of protection afforded by G. L. c. 151B. Thus, Rosencranz's age

discrimination claim is subject to arbitration.6

Next, Rosencranz argues that the judge improperly applied

Federal law applicable to the Federal Arbitration Act (FAA). He

6 We note, however, that Rosencranz was not precluded from
filing a complaint with the MCAD. See Joulé, Inc. v. Simmons,
459 Mass. 88, 96 n.9 (2011).

6
claims that the FAA does not govern because Mayflower is not

engaged in interstate commerce. This argument is based on the

assertion that because Federal law prohibits the sale of

marijuana, the trade in which Mayflower engages, Federal

standards cannot be applied. We think this is a dubious

assertion but, in any event, we need not address it because we

have not applied the FAA or relied on Federal case law to reach

our conclusion.7 Instead, we are guided by our case law and the

Massachusetts Arbitration Act, G. L. c. 251, in determining

that Rosencranz's claims fall within the scope of the

arbitration clause.8

2. Motion for reconsideration. Next, Rosencranz claims

that the judge abused his discretion in denying his motion for

reconsideration. See Blake v. Hometown Am. Communities, Inc.,

486 Mass. 268, 278 (2020) (a decision denying a motion for

reconsideration is reviewed for abuse of discretion). We

discern no abuse of discretion where Rosencranz presented no new

argument, did not allude to any changed circumstances, or refer

to any new development of the law in his motion. Id. "There is

7 See Boursiquot v. United Healthcare Servs. of Delaware,
Inc., 98 Mass. App. Ct. 624, 630 n.7 (2020).

8 For the same reason, we need not address Mayflower's
argument that, despite Warfield's holding, the FAA preempts any
State based requirements for the enforceability of arbitration
agreements.

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no error in the denial of a motion that merely seeks, as this

one did, a 'second bite at the apple.'" Id., quoting Liberty

Square Dev. Trust v. Worcester, 441 Mass. 605, 611 (2004).

3. Motion for recusal. After the judge denied

Rosencranz's motion for reconsideration, Rosencranz moved to

have the judge recuse himself. He claimed that the judge

exhibited "bias and animus" toward him by ruling against him and

by referencing his current and prior status as a member of the

Bar in his order. The reference was contained in a footnote;

the judge wrote that Rosencranz "is, upon information derived

from him at the hearing, a Massachusetts trained attorney who

practiced for a number of years but is presently not licensed.

He was suspended from the practice of law in 2011 (six months)

and again in 2018 (three months)."9

In deciding a motion for recusal, a judge must "consult

first [his] own emotions and conscience" to ascertain whether he

is subjectively free from bias. Commonwealth v. Morgan RV

Resorts, LLC, 84 Mass. App. Ct. 1, 9 (2013), quoting Lena v.

Commonwealth, 369 Mass. 571, 575 (1976). If the judge

"subjectively believes [he] can rule impartially," he "must next

attempt an objective appraisal of whether . . . [his]

9 Rosencranz filed a motion to strike the footnote, but
there is no indication in the docket that the judge ruled on the
motion.

8
impartiality might reasonably be questioned" (quotation

omitted). Id. We review a judge's decision on a recusal motion

only for an abuse of discretion. See Parenteau v. Jacobson, 32

Mass. App. Ct. 97, 99 (1992). We discern none here.

Although the judge did not provide any explanation for

denying the motion seeking his recusal, we can readily infer

that he believed his rulings were not affected by any perceived

bias and that he had acted impartially. We discern no basis for

questioning that belief. Contrary to Rosencranz's assertion,

the judge's comment about his suspension from the practice of

law does not lead us to conclude that the judge acted improperly

or that there was an appearance of partiality. As such, the

motion for recusal was properly denied. See Morgan RV Resorts,

LLC, 84 Mass. App. Ct. at 9-10.

Judgment affirmed.

By the Court (Vuono, Shin &
Toone, JJ.10),

Clerk

Entered: September 17, 2024.

10 The panelists are listed in order of seniority.

9