Hannan v. Maxim Integrated Products, Inc., 090310 FED9, 09-35804

Docket Nº:09-35804
Party Name:MASUD HANNAN, Plaintiff - Appellant, v. MAXIM INTEGRATED PRODUCTS, INC., a Delaware corporation, Defendant-Appellee.
Judge Panel:Before: HAWKINS, McKEOWN and BEA, Circuit Judges.
Case Date:September 03, 2010
Court:United States Courts of Appeals, Court of Appeals for the Ninth Circuit

MASUD HANNAN, Plaintiff - Appellant,


MAXIM INTEGRATED PRODUCTS, INC., a Delaware corporation, Defendant-Appellee.

No. 09-35804

United States Court of Appeals, Ninth Circuit

September 3, 2010


Argued and Submitted August 30, 2010 Seattle, Washington

Appeal from the United States District Court for the District of Oregon Ancer L. Haggerty, Senior District Judge, Presiding D.C. No. 3:09-cv-00414-HA

Before: HAWKINS, McKEOWN and BEA, Circuit Judges.


Appellant Masud Hannan appeals the district court's order that granted Maxim Integrated Products, Inc.'s Federal Rule of Civil Procedure 12(b)(6) motion to dismiss Hannan's claims for breach of contract, breach of the duty of good faith and fair dealing, and violation of the Oregon Wage Act (Oregon Revised Statutes §§ 652.140(2)(a), 652.610(3)).1

The district court had jurisdiction pursuant to 28 U.S.C. § 1332. This Court has jurisdiction pursuant to 28 U.S.C. § 1291; we reverse and remand.

We review de novo the grant of a Rule 12(b)(6) motion to dismiss. Knievel v. ESPN, 393 F.3d 1068, 1072 (9th Cir. 2005). "When ruling on a motion to dismiss, we accept all factual allegations in the complaint as true and construe the pleadings in the light most favorable to the nonmoving party." Id. "To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (internal quotations omitted). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id.

The district court erred when it dismissed Hannan's breach of contract claim and concluded that Maxim complied with the express terms of the Option Agreement. (The parties and the district court variously refer to the contract at issue as including some or all of the Notice of Grant of Stock Options, the 1996 Stock Incentive Plan, and the Legal Provisions. We refer to these documents collectively as the "Option Agreement.") The pleadings contained no allegation that Maxim's shares were unregistered or that Maxim's performance was otherwise excused. Nor could such an inference be drawn from documents referenced in the complaint or judicially noticed...

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