United States District Court, S.D. New York
CRAIG BEEM a/k/a CRAIG JEFFERIES and. CKB ADVISORS LLC, Plaintiffs,
NOBLE AMERICAS CORPORATION and NOBLE GROUP LIMITED, Defendants.
ROBERT W. SWEET, District Judge.
Defendant Noble Americas Corporation ("Noble Americas") has moved to dismiss the Amended Complaint ("AC") of plaintiffs Craig Beem a/k/a Craig Jefferies ("Beem") and CKB Advisors LLC ("CKB, " together with Beem, the "Plaintiffs") as to the hiring of Mark Towson ("Towson") pursuant to Rule 12(b) (6) of the Federal Rules of Civil Procedure ("FRCP"). Defendant Noble Group Limited ("Noble Group, " together with Noble Americas, "Defendants") has moved to dismiss the AC pursuant to Rules 12 (b) (2) and 12 (b) (5) of the FRCP.Based on the conclusions set forth below, Noble Americas' motion to dismiss Counts I and III in their entirety, and II, as to the hiring of Towson, is granted for failure to state a claim and Noble Group's motion to dismiss the AC in its entirety is granted for lack of service.
This action was commenced in the Supreme Court of the State of New York on March 7, 2014 and removed to this Court on April 14, 2014. The AC was filed on May 5, 2014.
The AC contains the following allegations:
Plaintiffs are residents and domiciled in the State of New York. Noble Group is a publically traded global supply chain conglomerate covering agricultural and energy products that operates in over 140 countries including throughout parts of North America with its main United States office "Noble Americas Corporation" located at Four Stamford Plaza 107 Elm Street Stamford, Connecticut 06902. (See AC ¶ 2.) Noble Group is a corporation organized under the laws of Bermuda with its principal place of business and offices located at 18th Floor, Mass. Mutual Tower 38 Gloucester Road, Hong Kong, China and, upon information and belief, is the parent company of Noble Americas Corporation. (Id.)
The Search and Recruitment Agreement ("Agreement") between CKB and Noble Americas was negotiated by and among the parties in New York on August 14, 2012, Plaintiffs' services were substantially performed in New York, and the Agreement provides that the parties, including Noble Americas and "any of its subsidiaries, " shall "... submit to the non-exclusive jurisdiction of the New York courts to resolve any disputes, claims or actions thereunder." (AC ¶ 3, Ex. B. § 10(f).) Noble Group directly "solicited Plaintiffs' recruitment services independent and apart from the Agreement as detailed in the [AC]." (See AC ¶ 3.)
Noble Americas' "corporate letterhead" describes itself as "a member of the Noble Group, " and shares the identical website of Noble Group (www.thisisnoble.com). Noble Americas also uses the same identifying "logo" that Noble Group commercially exploits in the conduct of its business worldwide. (See AC ¶¶ 5-6.)
During all the relevant times in question, Yusuf Alireza ("Alireza") served as the Chief Executive Officer of Noble Group, and was Plaintiffs' primary interface associated with the search assignments that Plaintiffs were engaged to perform on behalf of Noble Group. (AC ¶ 7.) During the relevant period in question, Paula Wearmouth ("Wearmouth"), served as the direct personal assistant to Alireza and, in that capacity would on behalf of Alireza coordinate the conferences, interviews and meetings respecting prospective candidates that Plaintiffs' introduced to Noble Group at Noble Group's and Alireza's express solicitation, instruction and consent which, Plaintiffs contend, constitutes an implied and enforceable enforceable agreement directly with Noble Group and Plaintiffs apart from the Agreement. (AC ¶ 8.)
Plaintiffs contend that they are entitled to an executive placement commission that is immediately due and owing in an amount totaling at least two hundred thousand dollars ($200, 000.00) respecting Plaintiffs' "solicited" introduction of several potential candidates for the position of "Global Head of Human Resources ("Global Head of HR") at Noble Group; specifically Plaintiffs' successful placement of Towson as Global Head of HR on behalf of Noble Group. (AC ¶ 9, Ex. A.)
Plaintiffs contend that their "solicited" introduction of Towson to Noble Group ultimately resulted in the successful placement by Plaintiffs of Towson, as Global Head of HR at Noble Group. (AC ¶ 10.) The AC alleges documentary evidence between Plaintiffs, Towson, Wearmouth, Alireza and Noble Group commencing in November 2012 and continuing through late January 2013 that Plaintiffs contend establishes a ratification of the Agreement and, a direct contractual relationship with Noble Group notwithstanding the Agreement that entitles Plaintiffs, as a matter of law, to an executive placement fee in the event Defendants and Towson successfully concluded an employment arrangement with Towson, which occurred in early June 2013. (AC ¶ 11.)
The Agreement provides in Section 3 that, "Noble will award candidate ownership to the Consultant that first presents a candidate's CV to Noble HR personnel for whom recruitment has been solicited for a particular search." (AC ¶ 12, Ex. B § 3.) Noble Americas charged Plaintiffs, on a non-exclusive basis, with the recruitment search for the Global head of HR position.
Notwithstanding the Agreement between Noble Americas and Plaintiffs, Plaintiffs contend that the office of the Chief Executive Officer of Noble Group, Alireza, actively and directly "solicited" Plaintiffs for the particular search assignment for qualified candidates to consider for the Global Head of HR position in November 2012. (AC ¶ 14.) At that time, Alireza's office at Noble Group engaged Plaintiffs' directly, via e-mail from Alireza's personal assistant, Wearmouth, for the particular recruitment search to secure a new Global Head of HR, since the individual who had previously held the post departed the firm on or about October 30, 2012. (AC ¶ 15.)
The former human resources associate, Leila Konyn, referred Plaintiffs to Alireza's office via Wearmouth in late summer 2012 to coordinate interviews for potential candidates for senior positions prior to her departure, and as described herein, this avenue of ...