The opinion of the court was delivered by: David G. Larimer, Chief United States District Judge.
Plaintiff, Keith C. Perry, commenced this action on April 25, 2001,
alleging various causes of action under New York law arising out of
certain events relating to his termination from employment by defendant
Vanteon Corp. ("Vanteon" or "defendant"). Jurisdiction is based on
diversity of citizenship under 28 U.S.C. § 1332.
Plaintiff filed an amended complaint as of right on May 15, 2001,
adding several additional causes of action under New York law, all
relating to the same facts concerning his employment with and termination
from Vanteon. Vanteon has moved to dismiss the amended complaint under
Rule 12(b)(6) of the Federal Rules of Civil Procedure. The motion is
The complaint alleges the following facts, which must be accepted as
true for purposes of defendant's motion to dismiss, see Easton v.
Sundram, 947 F.2d 1011, 1014-15 (2d Cir. 1991), cert. denied, 504 U.S. 911
Plaintiff, a California resident, was hired by Vanteon, a New York
corporation with its principal place of business in Pittsford, New York,
on November 1, 1999, as Senior Vice President, Line of Businesses, Sales
and Marketing. Plaintiff was hired pursuant to a letter agreement (Athe
Letter Agreement") from Vanteon, dated October 19, 1999.
The Letter Agreement provided that the parties would set a mutually
agreed-upon performance target for the first sixty days of plaintiff's
employment, which, if achieved, would entitle plaintiff to a bonus of
$23,333. The agreement also indicated that Vanteon would set performance
targets for the first and second halves of 2000. If plaintiff achieved
the targets for 2000, he would earn a $170,000 bonus, for a total of
$193,333 through the end of 2000. Letter Agreement, Defendant's Motion to
Dismiss Ex. B, at 1.*fn1
Plaintiff alleges that although he requested Vanteon to set performance
targets for him, defendant failed to do so. Plaintiff alleges that during
his first sixty days at Vanteon, he achieved sales, revenues and earnings
that would have met any reasonable performance target, but Vanteon
neither set any targets nor paid plaintiff any bonuses in accordance with
the Letter Agreement.
Subsequent to December 30, 1999, Vanteon prepared a Management
Agreement that was intended to Aclarify and expand the terms of the
Letter Agreement . . . ." Amended Complaint & 28. Like the Letter
Agreement, the Management Agreement provided that plaintiff would
participate in Vanteon's bonus program. Management Agreement ("MA"),
Defendant's Motion to Dismiss Ex. C, ¶ 9(b). Although the Management
Agreement does not specify the potential amount of plaintiff's bonuses,
the complaint alleges that the parties intended that bonuses would be
provided along the same lines as provided in the Letter Agreement, i.e.,
that plaintiff would be given performance targets for 2000, which, if
met, would entitle plaintiff to a bonus of $170,000. As stated, defendant
never set such targets.
The Management Agreement also provided that if plaintiff were
terminated without cause, he would receive severance pay of up to six
months' salary, and outplacement services up to $30,000. MA ¶
9(d)(ii). The complaint states that A[t]he Management Agreement also
intended [sic] to include continuation of life insurance, health
insurance, and disability insurance," Amended Complaint & 30, and Aalso
provided for the payment of attorneys fees incurred by either party in
order to remedy a breach by the other." Amended Complaint & 31.
Plaintiff was terminated by Vanteon on September 29, 2000, allegedly
without cause. Vanteon, however, asserting that the termination was for
cause, refused to pay plaintiff any salary, outplacement services, or
insurance benefits beyond the date of plaintiff's termination.
Based on these allegations, plaintiff has asserted twelve causes of
action against Vanteon. The first ten causes of action are all based on
Vanteon's alleged breaches of the Letter Agreement and the Management
Agreement, based on defendant's failure to set performance targets for
plaintiff and to pay him bonuses and severance benefits. These claims are
premised on various legal theories ranging from breach of contract to
unjust enrichment. The individual claims will be addressed in detail
Plaintiff also alleges in the eleventh cause of action that defendant
orally promised him a $10,000 signing bonus, of which only $5000 was ever
paid. The twelfth cause of action asserts a claim under N.Y. Labor Law
§ 198, which provides for liquidated damages equal to twenty-five
percent of the total wages found to be due to a prevailing plaintiff in an
action instituted upon a wage claim.
For relief, plaintiff requests a total award of $175,000 in damages,
plus interest, liquidated damages in an amount equal to twenty-five
percent of the compensatory ...