United States District Court, E.D. New York
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For Plaintiff: Eugene Meyers, Dacheng Law Offices, Floor, New York, NY.
For Lin and the iTV Group, Defendants: Donald F. Schneider, Silverman Sclar Shin & Byrne PLLC, New York, NY.
For UTS, Defendant: Charles A. Michael, Brune & Richard LLP, New York, NY.
MEMORANDUM AND ORDER
JOSEPH F. BIANCO, United States District Judge.
Plaintiff Tianbo Huang (" plaintiff" ) brings this action arising out of his employment relationship with iTV Media and
its President and Chief Executive Officer, Song Lin (" Lin" ). Lin also controls two corporate relatives of iTV Media, called iTV(Hong Kong) (" iTV (HK)" ) and iTV.cn, both of which plaintiff named as defendants in this action. Together, all three iTV entities are known as the " iTV Group." The final named defendant is UTSTARCOM (" UTS" ), a separate corporation that plaintiff alleges is a majority shareholder in iTV Media.
Plaintiff asserts eight causes of action against all defendants: (1) breach of contract, (2) unjust enrichment, (3) fraud, (4) negligent misrepresentation, (5) breach of the duty of good faith and fair dealing, (6) intentional infliction of emotional distress, (7) record-keeping violations of section 195 of the New York Labor Law (" NYLL" ), and (8) unlawful deduction of wages under section 193 of the NYLL.
The iTV Group (including Lin) and UTS each move under Federal Rule of Civil Procedure 12(b)(6) to dismiss plaintiff's complaint. Both motions argue that plaintiff has not pled facts sufficient to support the broad assertion that defendants were all " alter-egos" of each other, thus making each liable on every count. The motions also share two more specific arguments: first, that the unjust enrichment and breach of the duty of good faith and fair dealing counts are duplicative; and second, that the fraud, negligent misrepresentation, and intentional infliction of emotional distress counts fail to state claims for relief.
Separately, Lin and the iTV Group move to dismiss the claims against iTV(HK) and Lin for lack of personal jurisdiction, and UTS moves to dismiss the NYLL claims because it did not employ plaintiff.
In short, the Court grants the motion to dismiss the claims against UTS, because plaintiff has not pled sufficient facts to show that UTS is an alter ego of iTV Media, but plaintiff is granted leave to re-plead additional facts concerning UTS. The motion to dismiss the claims against Lin and the iTV Group is granted with respect to the negligent misrepresentation and intentional infliction of emotional distress claims, and the claim for punitive damages, and is otherwise denied. However, the Court also will allow leave to re-plead the intentional infliction of emotional distress claim and/or the claim for punitive damages.
A. Factual Background
The following facts are taken from the amended complaint, including attached documents, and they are not findings of fact by the Court. The Court assumes these facts to be true for the purpose of deciding this motion and construes them in the light most favorable to plaintiff, the non-moving party.
Plaintiff has worked in the Internet television media industry for more than ten years. (Am. Compl. ¶ 17.) At some point, he was approached by Lin and Jingshan Sun (" Sun" ) about working for the iTV Group. ( Id. ¶ 20.) Lin, Sun, and plaintiff met in December 2010 to discuss plaintiff's possible employment, which would include management of a new entity called iTV.cn. ( Id. ¶ ¶ 21-22.) This meeting occurred in Plainview, NY. ( Id.)
Additional meetings occurred in China during the following spring. ( Id. ¶ ¶ 25-27.) In April 2011, plaintiff left his previous job and accepted an offer to work for the iTV Group. ( Id. ¶ 31.) Plaintiff signed an employment contract that was also executed by Lin on behalf of iTV Media. ( Id. ¶ ¶ 33, 36.)
The contract contains several terms relevant to this motion. It defines plaintiff's compensation as $25,000 per month, with the possibility of performance bonuses, and it assigns him a certain number of shares of stock options, to be paid in installments. (Ex. A to Am. Compl. ¶ 5.) It also grants him a signing bonus, various benefits, and matching payments of 5% of his base salary into a 401(k) Savings and Investment Plan. ( Id.) Plaintiff's working hours are " 40 hours a week." ( Id. ¶ 6.) The contract also provides that " [t]he federal or state courts located in the State of New York shall have jurisdiction" over any disputes. ( Id. ¶ 10.)
Plaintiff began working for iTV Media on May 1, 2011, in Melville, New York. (Am. Compl. ¶ 35.) Within a short time, plaintiff found the work environment to be " hostile and intimidating." ( Id. at ¶ 38.) Lin insulted plaintiff and continued to manage international operations that plaintiff believed had been designated his responsibility under the contract. ( Id. ¶ ¶ 37-38.) iTV Media failed to pay plaintiff his full wages on time, and he was forced to work without compensation beyond the 40-hour workweek defined in his employment contract. ( Id. ¶ ¶ 38-39.) Plaintiff's protests were met with more insults and reminders that he was building equity through stock options, but Lin refused to provide a formal acknowledgement that plaintiff's stock options had vested. ( Id. ¶ ¶ 41-46.)
In November 2012, plaintiff received notice that his employment was being terminated, effective immediately. ( Id. ¶ 51.) Plaintiff contends that his termination was solely the result of his demands for timely and full compensation and his resistance to efforts by Lin to acquire illegal content for iTV.cn. ( Id. ¶ ¶ 47-52.)
Overall, plaintiff claims that nearly half of his wages were never paid, that he was never compensated for overtime, that he never received acknowledgement of his vested stock options, and that he was denied the severance package defined in his employment contract. ( Id. ¶ ¶ 56-62; Ex. A to Am. Compl. ¶ 7).
B. Procedural History
Plaintiff filed the original Complaint in this case on June 14, 2013, and an Amended Complaint on September 12, 2013. On October 11, 2013, defendants filed their motions to dismiss. Plaintiff responded in opposition on October 25, 2013 and November 1, 2013, and defendants replied on November 8 and 11, 2013. The Court heard oral argument on November 14, 2013.
II. Standard of Review
In reviewing a motion to dismiss pursuant to Rule 12(b)(6), the Court must accept the factual allegations set forth in the complaint as true and draw all reasonable inferences in favor of the plaintiff. See Cleveland v. Caplaw Enters., 448 F.3d 518, 521 (2d Cir. 2006); Nechis v. Oxford Health Plans, Inc., 421 F.3d 96, 100 (2d Cir. 2005). " In order to survive a motion to dismiss under Rule 12(b)(6), a complaint must allege a plausible set of facts sufficient 'to raise a right to relief above the speculative level.'" Operating Local 649 Annuity Trust Fund v. Smith Barney ...