© 2025 Seyfarth Shaw LLP Massachusetts Wage & Hour Peculiarities, 2025 ed. | 173 as the functional equivalent of a president or treasurer.1064 Outside of corporate entities, managers of an LLC, or other limited liability business entities may be liable under the Wage Act.1065 A few key points have emerged from the case law as to the definition of “employer” for purposes of individual liability. To avoid personal liability, an individual must not be a president or treasurer of a company or the functional equivalent of either role in terms of responsibilities.1066 If a manager plays a large role in determining the corporation’s policies, particularly with respect to employee compensation, he or she is more likely to be held personally liable for violations of the Wage Act, regardless of title.1067 However, merely holding a managerial position over a branch, division, or office does not, by itself, mean that a manager has the “management” of the “corporation” as a whole.1068 Rather in determining whether a manager can be personally liable for Wage Act violations, courts will examine whether the manager “controls, directs, and participates to a substantial degree in formulating and determining [the] policy of the corporation.”1069 The reported decisions in which individual defendants have avoided personal liability are those in which it was clear that the individual had a limited, if any, role in top-level management and formulation of corporate policies.1070 C. Statutes of Limitations Employees must bring civil wage and hour claims against employers within three years of a violation, depending on the type of violation involved.1071 A table listing the statutes of limitations for the wage and hour violations that are subject to private rights of action in Massachusetts appears in Section XIII, above. The statute of limitations usually begins running on the earliest date when the employee reasonably could or should have known of the violation.1072 If the violation is ongoing, only those individual violations which fall within the statute of limitations are timely.1073 1064 Segal v. Genitrix, LLC, 478 Mass. 551, 558-60 (2017). 1065 Cook v. Patient EDU, LLC, 465 Mass. 548 (2013). 1066 M.G.L. ch. 149, § 148; Segal, 478 Mass. at 558-60. 1067 Bisson v. Ptech, Inc., Civ. No. 02-2117, 2004 WL 2434638, *2 (Mass. Super. Oct. 19, 2004) (“[T]he Legislature did not wish to allow the persons who performed the duties of the president and treasurer to be able to escape their obligations timely to pay wages under the Wage Act merely by giving themselves different titles or by avoiding any formal title.”). 1068 Wiedmann, 444 Mass. at 711. 1069 Id. (quoting Goodrow, 432 Mass. at 173). 1070 See, e.g., id. (manager not personally liable because “there was insufficient evidence to determine that [he] directed and participated to a substantial degree in formulating the corporation’s policy”); Segal, 478 Mass. at 558-60 (directors not personally liable because the corporation had not delegated any management powers to them). 1071 M.G.L. ch. 149, § 150; M.G.L. ch. 151, § 20A. 1072 Crocker v. Townsend Oil Co., Inc., 464 Mass. 1, 8 (2012) (“Under the discovery rule, limitations periods in Massachusetts run from the time a plaintiff discovers, or reasonably should have discovered, the underlying harm (here, the plaintiffs’ misclassification as independent contractors) for which relief is sought.”). 1073 Id. at 10-11 (characterizing the failure to pay wages under the Wage Act as discrete injuries and concluding that “plaintiffs’ recovery is limited to those damages that occurred within the three-year period prior to filing the complaint.”).
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