883 F.Supp.2d 511 (S.D.N.Y. 2012), 11 Civ. 7514(JMF), Martinez v. Bloomberg LP

Docket Nº:11 Civ. 7514(JMF).
Citation:883 F.Supp.2d 511
Opinion Judge:JESSE M. FURMAN, District Judge.
Party Name:Brian Anthony MARTINEZ, Plaintiff, v. BLOOMBERG LP; Andrew Lack, individually and as CEO of Bloomberg LP's Multimedia Division; Catriona Henderson, individually and as Bloomberg LP's Regional Head of Human Resources, Defendants.
Attorney:Daniel Jordan Kaiser, Kaiser Saurborn & Mair, P.C., New York, NY, for Plaintiff. Thomas H. Golden, Willkie Farr & Gallagher LLP, New York, NY, for Defendants.
Case Date:August 10, 2012
Court:United States District Courts, 2nd Circuit, Southern District of New York

Page 511

883 F.Supp.2d 511 (S.D.N.Y. 2012)

Brian Anthony MARTINEZ, Plaintiff,

v.

BLOOMBERG LP; Andrew Lack, individually and as CEO of Bloomberg LP's Multimedia Division; Catriona Henderson, individually and as Bloomberg LP's Regional Head of Human Resources, Defendants.

No. 11 Civ. 7514(JMF).

United States District Court, S.D. New York.

August 10, 2012

Page 512

[Copyrighted Material Omitted]

Page 513

Daniel Jordan Kaiser, Kaiser Saurborn & Mair, P.C., New York, NY, for Plaintiff.

Thomas H. Golden, Willkie Farr & Gallagher LLP, New York, NY, for Defendants.

OPINION AND ORDER

JESSE M. FURMAN, District Judge.

This action arises out of claims by Plaintiff Brian Anthony Martinez against his former employer, Bloomberg LP (" Bloomberg" ), and two Bloomberg employees, Andrew Lack and Catriona Henderson. Specifically, in his complaint, filed on October 24, 2011, Plaintiff asserts a claim against Defendant Bloomberg for unlawful termination in violation of the Americans with Disabilities Act (the " ADA" ), 42 U.S.C. § 12111 et seq., and claims against all Defendants for violations of the New York State Human Rights Law (" NYSHRL" ), 15N.Y. Exec. Law § 296 et seq. , and the New York City Human Rights Law (" NYCHRL" ), 8 N.Y.C. Admin. Code § 8-502(a) et seq. Relying on a forum selection clause in the employment agreement between Martinez and Bloomberg, Defendants Bloomberg and Lack now move, pursuant to Rule 12(b)(3) of the Federal Rules of Civil Procedure, for dismissal of the complaint in its entirety for improper venue. In the alternative, Defendants Bloomberg and Lack move, pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure, for dismissal of the NYSHRL and NYCHRL claims for lack of subject matter jurisdiction on the ground that the alleged discrimination had no " impact" within New York.1 For the reasons stated below, the Court finds that venue in the Southern District of New York is improper. Accordingly, Defendants' motion to dismiss pursuant to Rule 12(b)(3) is GRANTED and the complaint is dismissed.

BACKGROUND

Where, as here, a defendant moves to dismiss for improper venue pursuant to Rule 12(b)(3), a court may consider evidence outside the four corners of the complaint, including affidavits and other documentary evidence. See, e.g., Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353, 355 (2d Cir.2005); Cartier v. Micha, Inc., No. 06 Civ. 4699(DC), 2007 WL 1187188, at *2 (S.D.N.Y. Apr. 20, 2007). Accordingly, the following facts are drawn from the complaint and the affidavits submitted by the parties, and are construed in the light most favorable to the Plaintiff. See Phillips v. Audio Active, Ltd., 494 F.3d 378, 384 (2d Cir.2007) (noting that when a district court relies on pleadings and affidavits to grant a motion to dismiss on the

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basis of a forum selection clause, the court must view all facts in a light most favorable to the plaintiff).

Bloomberg is a privately held financial software, media, and data company with its principal place of business in New York City. (Compl. ¶ 2). At all times relevant to this action, Defendant Lack was the chief executive officer of Bloomberg's Multimedia Division, and Defendant Henderson was the regional head of Bloomberg's human resources department in the United Kingdom. ( Id. ¶¶ 3-4). In September 1999, Martinez began working for Bloomberg as a freelance producer, and in April 2000, he began full-time employment in the company's New York office. ( Id. ¶¶ 10-11). In early 2005, after a three-year stint in Bloomberg's Tokyo office, Martinez was reassigned to Bloomberg's London office. ( Id. ¶ 12).

In connection with his relocation to the United Kingdom, Martinez signed a new employment contract with Bloomberg's London office on February 21, 2005 (the " Agreement" ), (Defs.' Mem. of Law in Supp. of Mot. to Dismiss (" Defs.' Mem." ) 3). To the extent relevant here, the Agreement expressly designated Bloomberg's London office as Martinez's " normal place of business" (Asman Decl. Ex. 1 § 1.2); provided for circumstances under which Martinez's employment could be terminated ( id. § 10); and set forth grievance procedures that governed the employment relationship. ( Id. § 9). Most relevant for present purposes, the Agreement also contained a forum selection and choice of law provision. ( Id. § 14.1). The clause provided, in relevant part, that the Agreement " shall be interpreted and construed in accordance with English law and any dispute arising hereunder shall be subject to the exclusive jurisdiction of the English courts." ( Id. § 14.1).

Martinez was promoted several times during his tenure at Bloomberg, eventually becoming Managing Director of Bloomberg Television International for Asia, Europe, the Middle East, and Africa, but in November 2010, his career " hit a brick wall." (Compl. ¶¶ 17, 21). A month or so earlier, Martinez, who is gay, had revealed to Henderson that he had been physically abused by his domestic partner. ( Id. ¶¶ 22-23). After meeting with two separate doctors to receive treatment for his injuries, in late November 2010, Martinez met with Lack, who insisted that Martinez take a leave from work. ( Id. ¶¶ 24, 27-29). Martinez had already planned to be on vacation from December 16, 2010, until January 3, 2011, but at Lack's insistence, he took an unofficial leave of absence beginning on November 29, 2010. ( Id. ¶ 30). In mid-December, while on leave, Martinez received the results of his annual company review. Although Martinez's performance was rated " exceptional," his bonus was not consistent with Bloomberg's historical pay practice or with his 2010 bonus. ( Id. ¶¶ 34-35).

On January 4, 2011, Martinez returned to work. ( Id. ¶ 36). The following month, Henderson and Lack met with Martinez and expressed concern that Martinez was " unwell." ( Id. ¶¶ 43-44). According to the complaint, Lack and Henderson suggested to Martinez that the abuse he suffered may have " seriously impacted" his ability to perform his job responsibilities. ( Id. ¶ 47). Henderson recommended that Martinez take additional medical leave for at least thirty days, which he did, beginning on February 15, 2011. ( Id. ¶¶ 50, 53). In late March 2011, Martinez's doctor cleared him to return to work, but on April 1, 2011, Henderson told Martinez that it " may be better" for him to wait until May to return to work. ( Id. ¶¶ 54, 55).

It appears that Martinez never returned to Bloomberg. ( See Asman Decl. Ex. 2). While on medical leave, Martinez learned

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that Bloomberg was considering organizational changes relevant to his position at the company. (Compl. ¶ 57). By letter dated June 20, 2011, Bloomberg informed Martinez that the company was considering restructuring various company departments— a process that could " regrettably result in the elimination of [Martinez's] role...." ( Id. ¶ 64). The next day, an attorney representing Martinez in the United Kingdom e-mailed Bloomberg, stating that termination of Martinez's position would " give rise to" claims for unfair dismissal, whistleblowing, and discrimination. (Asman Decl. ¶ 15; id. Ex. 6). On July 29, 2011, Martinez was terminated from his employment with the company. (Compl. ¶ 65).

On October 24, 2011, Plaintiff filed the complaint in this case against Defendants Bloomberg, Lack, and Henderson, asserting a claim against Bloomberg under the ADA and claims against all three Defendants under the NYSHRL and NYCHRL. Three days later, Martinez filed a separate claim with the United Kingdom's Employment Tribunal (" UK Employment Tribunal" ), challenging the legality of his termination under English law (the " UK Proceeding" ). (Asman Decl. ¶ 18). In his complaint in the UK Proceeding, Martinez alleged unfair dismissal, unlawful deduction of wages, and detrimental dismissal because of a protected disclosure. ( See id. ¶ 19; id. Ex. 8). Martinez did not assert any claims for discrimination, despite his attorney's earlier e-mail to Bloomberg and the fact that the claim form he used to initiate the action explicitly asked whether he wished to assert claims for discrimination based on, among other things, sexual orientation or disability. ( See id. ¶ 20; id. Ex. 8, at 9).

In January 2012, the UK Employment Tribunal held a " Directions Hearing," which is similar to a status conference, to discuss various procedural and scheduling matters in the UK Proceeding. (Defs.' Mem. 16). Although Defendants Bloomberg and Lack had notified Plaintiff and this Court months earlier that they intended to move to dismiss the current action on the basis of the forum selection clause (Docket No. 4), at the Directions Hearing, Martinez did not request leave to add any discrimination claims. (Defs.' Mem. 16). He did, however, submit an application to stay the UK Proceeding at least until the instant motion to dismiss was decided by this Court. (Pl.'s Mem. of Law in Opp'n to Defs.' Mot. to Dismiss (" Pl.'s Opp'n Mem." ) 9-10). This application was denied and the UK Proceeding was scheduled to proceed on an expedited basis, with a hearing set for April 2012. ( Id. at 10). Citing the prohibitively high cost of pursuing his claims in the United Kingdom, Martinez subsequently withdrew his claims in the UK Proceeding. ( Id. ).

DISCUSSION

Defendants Bloomberg and Lack contend that Plaintiff's claims should be dismissed because the Agreement's forum selection clause required Plaintiff to bring this action in the United Kingdom. Plaintiff does not dispute that the forum selection clause is valid and, by its terms, mandatory. Instead, he argues that the clause does not apply to his claims of discrimination and that, if it does...

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30 practice notes
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    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 8 Julio 2013
    ...all doubts in [its] favor." Porina v. Marward Shipping Co. , 521 F.3d 122, 126 (2d Cir. 2008); Martinez v. Bloomberg LP , 883 F.Supp.2d 511, 513 (S.D.N.Y. III. Discussion Defendants move to dismiss or transfer this action for both lack of personal jurisdiction and improper venue. In re......
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    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 28 Octubre 2015
    ...AG, 121 F.3d 24, 33 (2d Cir. 1997), pursuant to the law indicated in the agreement's choice of law clause, Martinez v. Bloomberg LP, 883 F.Supp.2d 511, 517 (S.D.N.Y. 2012). Under New York law, the forum selection clause in the MLPA likely covers more than MRS' breach of contract action. See......
  • Mortgage Resolution Servicing, LLC v. JPMorgan Chase Bank, N.A., 102815 NYSDC, 15 Civ 0293 (LTS) (JCF)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 28 Octubre 2015
    ...AG, 121 F.3d 24, 33 (2d Cir. 1997), pursuant to the law indicated in the agreement’s choice of law clause, Martinez v. Bloomberg LP, 883 F.Supp.2d 511, 517 (S.D.N.Y. 2012). Under New York law, the forum selection clause in the MLPA likely covers more than MRS’ breach of contract action. See......
  • Alzal Corp. v. Emporio Motor Group, L.L.C., 072613 NYSDC, 13 2636 (LTS)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 26 Julio 2013
    ...factual allegations are accepted as true and all reasonable inferences are drawn in the plaintiff's favor. Martinez v. Bloomberg LP , 883 F.Supp.2d 511, 513 (S.D.N.Y 2012). When considering allegations related to venue, the Court may consider evidence outside the complaint, "including ......
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29 cases
  • Casville Investments, Ltd. v. Kates, 070813 NYSDC, 12 Civ. 6968 (RA)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 8 Julio 2013
    ...all doubts in [its] favor." Porina v. Marward Shipping Co. , 521 F.3d 122, 126 (2d Cir. 2008); Martinez v. Bloomberg LP , 883 F.Supp.2d 511, 513 (S.D.N.Y. III. Discussion Defendants move to dismiss or transfer this action for both lack of personal jurisdiction and improper venue. In re......
  • Mortgage Resolution Servicing, LLC v. Jpmorgan Chase Bank, N.A., 102815 NYSDC, 15 Civ. 0293 (LTS) (JCF)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 28 Octubre 2015
    ...AG, 121 F.3d 24, 33 (2d Cir. 1997), pursuant to the law indicated in the agreement's choice of law clause, Martinez v. Bloomberg LP, 883 F.Supp.2d 511, 517 (S.D.N.Y. 2012). Under New York law, the forum selection clause in the MLPA likely covers more than MRS' breach of contract action. See......
  • Mortgage Resolution Servicing, LLC v. JPMorgan Chase Bank, N.A., 102815 NYSDC, 15 Civ 0293 (LTS) (JCF)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 28 Octubre 2015
    ...AG, 121 F.3d 24, 33 (2d Cir. 1997), pursuant to the law indicated in the agreement’s choice of law clause, Martinez v. Bloomberg LP, 883 F.Supp.2d 511, 517 (S.D.N.Y. 2012). Under New York law, the forum selection clause in the MLPA likely covers more than MRS’ breach of contract action. See......
  • Alzal Corp. v. Emporio Motor Group, L.L.C., 072613 NYSDC, 13 2636 (LTS)
    • United States
    • Federal Cases United States District Courts 2nd Circuit Southern District of New York
    • 26 Julio 2013
    ...factual allegations are accepted as true and all reasonable inferences are drawn in the plaintiff's favor. Martinez v. Bloomberg LP , 883 F.Supp.2d 511, 513 (S.D.N.Y 2012). When considering allegations related to venue, the Court may consider evidence outside the complaint, "including ......
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1 firm's commentaries
  • Foreign Forum Selection Clauses: Limitations On Enforceability
    • United States
    • Mondaq United States
    • 18 Octubre 2013
    ...strong showing' that enforcement of a forum selection clause would be unreasonable or unjust." Martinez v. Bloomberg, 883 F.Supp.2d 511, 522 (S.D.N.Y. 2012) (citing Phillips v. Audio Active, Ltd., 494 F.3d 378, 384 (2d Cir. 2007)). The content of this article is intended to provide a g......