The opinion of the court was delivered by: Spatt, District Judge.
MEMORANDUM OF DECISION AND ORDER
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.
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.
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
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,
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
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
* 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, ...