iNebular, Inc. v. Deutsche Bank Tr. Co. Am's.

• Decision Date: 17 January 2023
• Docket Number: Civil Action 22-10477-NMG
• Parties: iNebular, Inc., Plaintiff, v. Deutsche Bank Trust Company Americas, Defendant.
• Court: U.S. District Court — District of Massachusetts

iNebular, Inc., Plaintiff,
v.
Deutsche Bank Trust Company Americas, Defendant.

Civil Action No. 22-10477-NMG

United States District Court, D. Massachusetts

January 17, 2023

MEMORANDUM & ORDER

NATHANIEL M. GORTON, UNITED STATES DISTRICT JUDGE.

iNebular, Inc. (“iNebular” or “plaintiff”) alleges that one of its officers was contacted by a firm which recruits cybersecurity and human resources professionals to work on projects for Deutsche Bank Trust Company Americas (“Deutsche Bank” or “defendant”). After several rounds of communication with the recruiting firm, Navitec, Inc. (“Navitec” or “the Recruiter”), that officer came to believe that iNebular had accepted an offer to work at Deutsche Bank for a period of several months. Deutsche Bank purportedly attempted to withdraw the offer after it had been accepted by iNebular.

In the amended complaint, plaintiff seeks damages for breach of contract, promissory estoppel, fraudulent and negligent misrepresentation and violations of M.G.L. c. 93A. Pending before the Court is defendant's motion to dismiss the

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amended complaint for lack of personal jurisdiction and failure to state a claim. For the following reasons, the motion will be denied.

I. Background

The following facts are taken from the complaint and accepted as true for purposes of the pending motion. iNebular is a corporation headquartered in Saugas, Massachusetts and had its principal place of business in Massachusetts during the pertinent events at issue. In September, 2019, Navitec recruited iNebular to enter into a contract with Deutsche Bank and conducted interviews with iNebular's president, George Domenikos (“Domenikos”). Domenikos participated in a final interview with Deutsche Bank on September 16, 2019, and received an offer via Navitec's Leslie Woodsmith (“Woodsmith”) shortly thereafter. iNebular accepted the offer on or around September 18, 2019, anticipating that the duration of the contract would be six months. It declined offers from other companies which would have conflicted with its prospective work at Deutsche Bank. In a subsequent call with the Recruiter, iNebular agreed to a September 30, 2019, start date.

The agreed-upon start date was then delayed by one week and Domenikos was informed that Jennifer Campbell (“Campbell”), a cybersecurity employee at Deutsche Bank, would conduct another interview. Domenikos agreed to the new interview with the

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understanding that it would have no effect on the contract offer which he had already accepted. The start date for iNebular was postponed for another week and Domenikos had his interview with Campbell whereupon, on October 14, 2019, Navitec informed him that Deutsche Bank had withdrawn its offer.

On March 1, 2022, iNebular filed suit against Deutsche Bank in the Massachusetts Superior Court for Suffolk County. Defendant removed the case to this Court under 28 U.S.C. § 1441(a) on grounds of diversity jurisdiction. Deutsche Bank moved to dismiss the complaint in late April, 2022, after which iNebular filed an amended complaint. On June 22, 2022, defendant sought to dismiss plaintiff's amended complaint in the motion now pending before the Court.

II. Motion to Dismiss

A. Legal Standard

To survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), the subject pleading must contain sufficient factual matter to state a claim for relief that is actionable as a matter of law and “plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is facially plausible if, after accepting as true all non-conclusory factual allegations, the court can draw the reasonable inference that the defendant

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is liable for the misconduct alleged. Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d 1, 12 (1st Cir. 2011).

When rendering that determination, a court may consider certain categories of documents extrinsic to the complaint “without converting a motion to dismiss into a motion for summary judgment.” Freeman v. Town of Hudson, 714 F.3d 29, 36 (1st Cir. 2013) (citing Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)). For instance, a court may consider documents of undisputed authenticity, official public records, documents central to a plaintiff's claim and documents that were sufficiently referred to in the complaint. Watterson, 987 F.2d at 3.

A court may not disregard properly pled factual allegations in the complaint even if actual proof of those facts is improbable. Ocasio-Hernandez, 640 F.3d at 12. Rather, the court's inquiry must focus on the reasonableness of the inference of liability that the plaintiff is asking the court to draw. Id. at 13.

B. Agency

The resolution of many of the issues raised in defendant's motion to dismiss depends upon whether the Recruiter was acting as defendant's agent. The Court will therefore begin by evaluating whether iNebular has adequately pled facts to demonstrate that Navitec was the agent of Deutsche Bank. For

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the following reasons, the Court finds that plaintiff's allegations with respect to the existence of an agency relationship are sufficient at this stage of the proceedings.

The “essential ingredients” of a principal-agent relationship under Massachusetts law are:

1) the agent's power to alter the legal relationships between the principal and third parties; 2) a fiduciary relationship toward the principal regarding matters within the scope of the agency; and 3) the principal's right to control the agent's conduct in matters within the scope of the agency.

CNE Direct, Inc. v. Blackberry Corp., 821 F.3d 146, 150 (1st Cir. 2016) (citation omitted) (noting that Massachusetts follows the Second Restatement of Agency).

The conduct of an agent with respect to a third party is imputed to its principal if the agent acts with actual or apparent authority or if the principal ratifies the agent's conduct. See Merrimack Coll. v. KPMG LLP, 480 Mass. 614, 619-20, 108 N.E.3d 430, 437 (Mass. 2018). The determination of whether there was an agency relationship is typically “a question of...