Lambertson v. Kerry Ingredients, Inc.

• Decision Date: 11 June 1999
• Docket Number: No. CV 98-5059 (ADS).,CV 98-5059 (ADS).
• Citation: 50 F.Supp.2d 163
• Parties: Mary LAMBERTSON, Plaintiff, v. KERRY INGREDIENTS, INC., Defendant.
• Court: U.S. District Court — Eastern District of New York

50 F.Supp.2d 163

Mary LAMBERTSON, Plaintiff, v. KERRY INGREDIENTS, INC., Defendant.

No. CV 98-5059 (ADS).

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

June 11, 1999.

Tinari, Parr, O'Connell Osborn & Sliney, LLP, Mineola, New York, By Benedict L. Sliney, of counsel, for plaintiff.

Mayer, Brown & Platt, New York City, By Gary D. Friedman, of counsel, for defendant.

MEMORANDUM OF DECISION AND ORDER

SPATT, District Judge.

Mary Lambertson ("Lambertson" or the "plaintiff") initiated this action against Kerry Ingredients, Inc. ("Kerry" or the "defendant") by filing a complaint in the Supreme Court of the State of New York, County of Nassau. The complaint, dated June 1, 1998, alleges that she was subjected to gender based discrimination and sexual harassment in violation of the New York State Human Rights Law, N.Y. McKinney's Executive Law §§ 290 et seq. ("NYHRL") and Chapter 21 of the Nassau County Administrative Code §§ 21-9.0 et seq. (the "Nassau Code"). On August 5, 1998 the defendant removed the case to this Court.

Presently before the Court are: (1) the motion by the defendant for judgment on the pleadings pursuant to Rule 12(c) of the Federal Rules of Civil Procedure ("Fed. R.Civ.P."); and (2) the motion by the defendant for attorneys' fees and costs.

I. BACKGROUND

In 1983, the plaintiff began her employment as an Executive with Baker's Aid, a company specializing in manufacturing food and ingredient products. Baker's Aid was acquired by DCA Food Industries/Allied Lyon ("DCA") in January 1994. In 1995, DCA was acquired by Kerry. From January 1, 1995 to July 18, 1997, the plaintiff was employed by Kerry as a Vice President. The plaintiff's primary job responsibility was to supervise the day-to-day operations of Baker's Aid.

The plaintiff contends that she was compelled to resign on July 18, 1997 due to the constant and unrelenting sexual harassment by her supervisors. Specifically, the plaintiff alleges that she was told by the chairman of DCA that "it is a good thing you have a contract, because women do not stand a chance of holding your type of position in any of the Kerry Companies." The plaintiff also asserts that Kerry initiated and sustained a course of conduct designed to reduce her authority and to eventually force her to terminate her employment. For example, the plaintiff charges that Kerry demanded that she work seven days a week; reneged on a promise for a promotion; and failed to make-good on a promised bonus. In addition, the plaintiff claims that she was subjected to offensive and derogatory language by supervisors. For example, the plaintiff claims that she was asked whether she was "an idiot" by Dave Shepard, Vice President of Operations at Baker's Aid.

On March 24, 1997, the plaintiff wrote to the President of Baker's Aid and announced that she was resigning. The "Resignation Letter" stated

In compliance with my employment agreement dated 11/18/93, I hereby submit written notice of resignation.

In accordance with the provisions of the agreement, this written notice precedes an anticipated termination date not less than twelve months from date of written notice.

The plaintiff's Resignation Letter referenced the November 18, 1993 "Employment Agreement" which states, in relevant part, that:

the Executive shall be employed by the Company and such employment shall continue subject to the provisions hereinafter contained until (and be inclusive of) the last day of the month in which the Executive reaches age 65 (sixty-five) unless it is terminated before such day by either party giving to the other not less than twelve months' notice in writing effective not earlier than December 31, 1994.

In connection with her resignation, the plaintiff signed a "Resignation Agreement" dated April 1, 1997, which states as follows:

Dear Mary:

This letter is to confirm yesterday's discussions concerning your resignation and the conditions of your severance. It will also clarify your role and responsibilities as a Baker's Aid employee during the transition period.

* The Company and you have agreed to continue your service to the Company so that a transition of information regarding operations, customers, and products may be made. This transition period will not exceed six months and, at the Company's option, can be reduced. The Company will strive to shorten the transition period without jeopardizing its future.

* This agreement will remain confidential to yourself and Company executives.

* You will not inform customers, employees, or industry contacts of your leaving the Company until notified by Tom Daniel, President, that it is appropriate to do so.

* Specific duties required of you during the transition period will be assigned to you by Tom Daniel. The duties will include, but are not strictly limited to:

(1) Completing an Operations Processes Handbook;

(2) Writing a troubleshooting guide for operations, service, and purchasing related issues;

(3) Providing training and development assistance as required.

Providing the above exceptions are met in a reasonably effective and positive manner, the Company agrees to provide continuation of salary, 1997 vacation entitlement, medical benefits, life insurance, and auto stipend from April 1, 1997, through March 31, 1998. This agreement will satisfy any obligation the Company may have under your Service Agreement dated November 18, 1993. Mary, I hope this adequately captures both the content and constructive tone of our discussion. If you are in agreement, please sign and return a copy of this letter and the attached General Release to me.

The plaintiff signed both the Resignation Agreement and the "General Release." The General Release, also dated April 1, 1997, provided that:

For good and valuable consideration, Mary Lambertson releases and forever discharges Kerry Ingredients, Inc., from any and all claims, debts, damages financial obligations, and suits at law or in equity of every kind or nature, whether known or unknown, which he/she has or in the future may have, in connection with his/her employment by Kerry Ingredients, Inc., or the termination of that employment. The released claims include but are not limited to all claims for breach of contract, wrongful discharge, impairment of economic opportunity, intentional infliction of emotional harm or other tort, or employment discrimination under every applicable federal, state or local law.

For good and valuable consideration, Kerry Ingredients, Inc. agrees to forever release, hold harmless and indemnify Mary Lambertson with respect to all actions occurrences or event that occurred or may occur in the future with respect to Mary Lambertson's employment with Kerry Ingredients, Inc.

The undersigned acknowledges that he/ she has read and understands this General Release and that he/she has signed it freely and voluntarily.

The plaintiff's last day of work was July 18, 1997 and she continued to receive salary, full vacation and medical benefits, life insurance, and an auto stipend through March 31, 1998. Despite her executing the General Release, on July 14, 1998, the plaintiff filed a complaint against Kerry alleging that she had been subject to gender discrimination and sexual harassment in violation of the NYSHRL and the Nassau Code.

The defendant moves to dismiss the plaintiff's complaint on the ground that the two causes of action are barred by the General Release. In addition, the defendant claims that a private right of action does not exist under the Nassau Code. The defendant also argues that the plaintiff's claim for punitive damages and attorneys' fees and costs under the NYSHRL is improper as they are not authorized by the terms of that statute. Finally, the defendant moves for an award of attorneys' fees and costs.

In response, the plaintiff argues that the General Release is not enforceable as: (1) she has no experience in employment law; (2) she was pressed to sign the termination agreement; (3) she had no role in deciding the terms of her termination; (4) she was not represented by an attorney; and (5) there was no consideration. In addition, the plaintiff submits that the Nassau Code implies that a private right of action exists. Finally, the plaintiff concedes that she is not entitled to punitive damages or attorneys' fees with respect to her claim under the NYSHRL. However, the plaintiff contends that she is entitled to such damages and fees under the Nassau Code.

II. DISCUSSION

A. Rule 12(c) Standard

In a motion for judgment on the pleadings pursuant to Rule 12(c) of the Fed.R.Civ.P., the Court applies the same standard as it would in a motion to dismiss pursuant to Rule 12(b)(6) of the Fed. R.Civ.P. See Sheppard v. Beerman, 18 F.3d 147, 150 (2d Cir.1994) (citing Ad-Hoc Comm. Of Baruch Black and Hispanic Alumni Ass'n. v. Bernard M. Baruch College, 835 F.2d 980, 982 [2d Cir.1987]). As such, the Court will examine the standards under Rule 12(b)(6).

On a motion to dismiss for failure to state a claim, the Court should dismiss the complaint pursuant to Rule 12(b)(6) only if it appears "beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Northrop v. Hoffman of Simsbury, Inc., 134 F.3d 41, 44 (2d Cir.1997) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-02, 2 L.Ed.2d 80 (1957)); see also IUE AFL-CIO Pension Fund v. Herrmann, 9 F.3d 1049, 1052 (2d Cir.1993), cert. denied, 513 U.S. 822, 115 S.Ct. 86, 130 L.Ed.2d 38 (1994). The Second Circuit stated that in deciding a Rule 12(b)(6) motion, a district court "must limit itself to facts stated in the complaint or in documents attached to the complaint as exhibits or incorporated in the complaint by reference." Newman & Schwartz v. Asplundh Tree Expert Co., Inc., 102 F.3d 660, 662 (2d Cir.1996) (quoting Kramer v. Time Warner, Inc., 937 F.2d 767, 773 (2d Cir.1991); International Audiotext Network, Inc. v. AT & T Co., 62 F.3d 69, 72 (2d Cir.199...