Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

BROWER v. NYDIC

April 8, 1998

JAMES BROWER, Plaintiff, against NYDIC, INC., Defendant.


The opinion of the court was delivered by: PARKER

MEMORANDUM DECISION AND ORDER

 BARRINGTON D. PARKER, JR., U.S.D.J.

 INTRODUCTION

 Plaintiff James Brower filed this action against defendant Nydic, Inc., asserting claims arising from Brower's employment by Nydic. Nydic, a closely held corporation, owns and operates medical facilities that provide magnetic resonance imaging ("MRI") services. Brower, having substantial experience in the management of MRI facilities, joined Nydic in order to aid in the establishment of such facilities. Brower alleges, in essence, that Nydic officials fraudulently induced him into an employment relationship and thereafter breached his employment agreement by, among other things, refusing to compensate him as agreed and terminating him without cause.

 Defendant has moved, pursuant to Fed. R. Civ. P. 12(b)(6), to dismiss portions of the Amended Complaint, specifically, the Second, Third, and Fourth Claims and the request for punitive damages in connection with the First Claim.

 BACKGROUND

 A district court's function on a motion to dismiss under Fed. R. Civ. P. Rule 12(b)(6) is to assess the legal feasibility of the complaint. Kopec v. Coughlin, 922 F.2d 152, 155 (2d Cir. 1991). The Court accepts as true and construes favorably to the plaintiff the factual allegations in the complaint. Walker v. New York, 974 F.2d 293, 298 (2d Cir. 1992); Wolff v. City of New York Financial Sers. Agency, 939 F. Supp. 258, 263 (S.D.N.Y. 1996). The following facts have been construed accordingly.

 Brower joined Nydic as vice president for sales in April 1993 and entered into an employment agreement (the "Agreement") with Nydic, signed by Nydic's president, Aron Pick. The Agreement stated that Brower would receive a bonus of 10% of his base salary for each $ 100,000 of Nydic's annual cash profit in excess of $ 300,000. Under the Agreement, Brower's term of employment would terminate in April 1997.

 Brower alleges that Pick and other Nydic officials intended to manipulate the company's record-keeping in order to avoid ever having to pay Brower the agreed upon bonus. In furtherance of that goal, Brower alleges that Pick and other Nydic officials had entered into an agreement, not disclosed to Brower, under which Nydic funds were paid to Pick and others for non-business purposes in part to depress the company's profitability below the threshold that would trigger the bonus provision. Brower also alleges that he was not awarded equity interests in MRI facilities that Nydic opened during his tenure, as required by the Agreement. In September 1996, Nydic terminated Brower "for cause," but did not state any specific reason for his termination.

 DISCUSSION

 The defendant has moved for dismissal of Brower's claims of fraud (primarily Claims 3 and 4), that he was entitled to a salary increase whenever Pick received a salary increase (Claim 2), and for punitive damages in connection with his wrongful termination claim (Claim 1).

 An award of punitive damages typically may not be sought in an action for breach of contract arising from an employment relationship. See Rocanova v. Equitable Life Assurance Society, 83 N.Y.2d 603, 634 N.E.2d 940, 612 N.Y.S.2d 339, 342-343 (Ct. App. 1994). In order to support a claim for punitive damages, "(1) defendant's conduct must be actionable as an independent tort; (2) the tortious conduct must of [an] egregious nature . . . (3) the egregious conduct must be directed to plaintiff; and (4) it must be part of a pattern directed at the public generally." New York Univ. v. Continental Ins. Co., 87 N.Y.2d 308, 639 N.Y.S.2d 283, 287, 662 N.E.2d 763 (Ct. App. 1995) (quoting Rocanova, 612 N.Y.S.2d at 342).

 The conduct complained of in this case does not satisfy this standard. While the allegations contained in the complaint do identify egregious conduct, there is no sufficient allegation that such conduct was directed at the public generally. Therefore, defendant's motion is granted with respect to plaintiff's request for punitive damages in connection with the wrongful termination claim.

 Plaintiff's Second Claim, for an increase in salary based on increases in Pick's salary, is dismissed as barred by the merger clause of the Agreement. Paragraph 8.4 of the Agreement states: "This Agreement contains the entire understanding of the parties hereto with respect to the terms and conditions of Brower's employment with Nydic." Brower alleges that Pick represented to him that whenever Pick's salary was increased, Brower's salary would be increased as well. This claim is not allowed due to the clear language of the Agreement setting forth the conditions under which Brower's compensation would be increased. See Primex Int'l Corp. v. Wal-Mart Stores, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.