Lamb v. Money Transfer Sys., Inc.
| Decision Date | 13 September 2013 |
| Docket Number | 12-CV-6584 CJS |
| Parties | JACK LAMB, Plaintiff, v. MONEY TRANSFER SYSTEMS, INC., Defendant. |
| Court | U.S. District Court — Western District of New York |
APPEARANCES
For Plaintiff: John T. Refermat, Esq.
Lacy Katzen LLP
For Defendants: Stephen J. Jones, Esq.
Nixon Peabody LLP
This is an action arising from a terminated employment relationship. Now before the Court is Defendant's motion to dismiss the Amended Complaint for failure to state a claim (Docket No. [#13]). The application is granted and this action is dismissed.
Unless otherwise noted, the following facts are taken from the Amended Complaint [#10]. Prior to 2011, Plaintiff Jack Lamb ("Plaintiff") worked as a marketer of products and services to banking institutions, and "developed extensive and valuable information and contacts regarding the banking industry." Amended Complaint ¶ 5. In exchange forpayment, Plaintiff would provide his clients with "specific, valuable information on the Top 100 banks, the senior level executives in those banks and information relevant to their strategies and priorities." Id. In September 2011, Defendant contracted with Plaintiff to perform certain services, which included obtaining appointments with senior bank executives. Id. ¶ ¶ 6-7. Defendant became impressed with Plaintiff's "professional sales methods" and "extensive library of information . . . on key executives at the Top 100 banks," and, in December 2011, proposed that Plaintiff work for Defendant full time. Id. ¶ par 7-8.
Plaintiff told Defendant that he would only agree to work for Defendant full-time if the agreement was for a period of three years. The Amended Complaint does not explicitly indicate that Defendant agreed to that demand. Instead, it indicates that on December 16, 2011, the parties signed a writing entitled "Jack Lamb Compensation Plan." The compensation plan described Plaintiff's duties as including the marketing of Defendant's "checXchange" service to financial institutions.1 The compensation plan further called for Plaintiff to "develop a robust pipeline of leads through direct sales contacts" and to "actively engage in sales presentations, pricing and contract negotiations." Docket [#1-2]. The document's "performance standard" required Plaintiff to "close at least 2 (two) banks on [the] targeted list [of 40 banks attached to the agreement] per calendar year." Id.
As for compensation, the plan set forth "base salary" for 2012, 2013 and 2014,as follows:
Amended Complaint [#10] ¶ 11.2 The compensation plan also described formulas for commissions and bonuses, that were tied to completed transactions with banks. The compensation plan is a succinct document, comprising less than two full pages, with a third page consisting of the aforementioned list of "target" banks.
Approximately six months into his employment, on or about June 6, 2012, Plaintiff notified Defendant that he had "more than thirty seven million dollars ($37,380,000) in specific new business prospects in his pipeline, including estimated closing dates starting as early as the next month," with nine banks. Amended Complaint ¶ 21. However, "[s]oon thereafter," Plaintiff learned that Defendant had contacted one of those banks directly, without informing him. Id. Then, on July 13, 2012, Defendant terminated the employment relationship with Plaintiff. On July 18, 2012, Plaintiff learned that Defendant had terminated his access to "Salesforce.com," a database including "all information on his accounts andtheir status." Id. Plaintiff maintains that since that time, Defendant has "unlawfully delivered" Plaintiff's accounts to another employee, and has "misappropriated valuable business opportunities developed through [Plaintiff's] efforts." Id. ¶ 14. Although the Amended Complaint refers to "business opportunities," it does not allege that Defendant actually closed deals with any of the banks with whom Plaintiff had dealings while he was in Defendant's employ, either during his employment or thereafter.
On or about September 28, 2012, Plaintiff commenced this action in New York State Supreme Court, Monroe County, and on October 29, 2012, Defendant removed the action to this Court on the basis of diversity. On April 22, 2013, Plaintiff filed the Amended Complaint, which purports to set forth the following nine causes of action: 1) breach of contract; 2) tortious interference with economic relations; 3) breach of fiduciary duty; 4) violation of New York Labor Law Article Six; 5) unjust enrichment; 6) misrepresentation; 7) conversion; 8) promissory estoppel; and 9) quantum meruit.
On May 13, 2013, Defendant filed the subject motion to dismiss, pursuant to Federal Rule of Civil Procedure ("FRCP") 12(b)(6), which maintains that none of Plaintiff's causes of action state an actionable claim. On September 12, 2013, counsel for the parties appeared before the Court for oral argument.
Defendant has moved to dismiss the complaint for failure to state a claim, and the standard for such motions is well settled:
Federal Rule of Civil Procedure 8(a)(2) requires only a short and plain statement of the claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of what the claim is and the grounds upon which it rests. While a complaint attacked by a Rule 12(b)(6) motion to dismiss doesnot need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact).
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 1964-65, 167 L.Ed.2d 929 (2007); see also, ATSI Communications, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir.2007) () (quoting Bell Atl. Corp. v. Twombly ) (footnote omitted).
When applying this "plausibility standard," the Court is guided by "two working principles":
First, although a court must accept as true all of the allegations contained in a complaint,3 that tenet is inapplicable to legal conclusions, and threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice. Second, only a complaint that states a plausible claim for relief survives a motion to dismiss, and determining whether a complaint states a plausible claim for relief will be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.
Harris v. Mills, 572 F.3d 66, 72 (2d Cir. 2009) (citations and internal quotation marks omitted). "[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged—but it has not shown—that the pleaderis entitled to relief." Ashcroft v. Iqbal, 556 U.S. 662, 679, 129 S.Ct. 1937, 1950 (2009) (citation omitted).
With these general principles in mind, the Court will consider Defendant's challenges to the individual causes of action.
Plaintiff contends that the parties had a three-year employment contract which Defendant breached by discharging him after only six months, without just cause, by failing to pay him salary for all three years and by preventing him from earning bonuses and commissioners during those three years. Specifically, the Amended Complaint states, in pertinent part:
On or about July 13, 2012, MTSI wrongfully terminated Mr. Lamb's employment. Said termination was wrongful for the following reasons, among others: (1) it occurred before expiration of the three-year contractual term; (2) defendant failed to provide the full salary and benefits owed to Mr. Lamb for all three years; and (3) defendant tortiously interfered with and in fact, unlawfully prevented Mr. Lamb from pursuing and realizing contractual Commissions and Bonuses.
Amended Complaint ¶ 13; see also, Id. at ¶ 18 (reiterating those points). The pleading does not allege that Defendant failed to pay Plaintiff for any specific work that he performed prior to July 13, 2012, the date that he was terminated. Therefore, this breach of contract claim is concerned with the salary, commissions and bonuses that Plaintiff would have earned during the remainder of the alleged three-year term of employment.
Defendant maintains that Plaintiff's breach of contract claim must be dismissed for at least two reasons. First, Defendant maintains that the alleged agreement does not contain a duration term, and that Plaintiff was therefore an at-will employee who, under NewYork law, could be discharged for any lawful reason. Second, and similarly, Defendant contends that because the alleged three-year agreement lacks a written duration term, it fails to satisfy New York's statute of frauds, and is void.
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