United States District Court, S.D. New York
NICHOLAS L. O'GRADY, Plaintiff,
BLUECREST CAPITAL MANAGEMENT LLP, Defendant.
OPINION & ORDER
SIDNEY H. STEIN, District Judge.
In this breach of contract action, plaintiff Nicholas L. O'Grady alleges that BlueCrest Capital Management LLP ("BlueCrest"), his former employer, failed to pay O'Grady the bonus and severance payments required by his employment agreement with BlueCrest. BlueCrest has now moved to dismiss the complaint pursuant to Fed.R.Civ.P. 12(b)(6). Because the plain terms of O'Grady's employment contract foreclose his breach of contract and New York Labor Law claims, and his quasi-contract claims are impermissibly duplicative of his breach of contract claim, BlueCrest's motion is granted.
The following facts are assumed to be true for purposes of this motion.
In June 2013, a headhunter retained by BlueCrest Capital Management LLP, a British hedge fund, contacted Nicholas O'Grady about joining BlueCrest's New York office and helping to build a "large multi-strategy industry-focused equities business." (Compl. ¶ 24.) Four months later, O'Grady met with Jonathan Larkin, Head of Equities at BlueCrest, to discuss O'Grady's potential employment with the company. ( Id. ¶¶ 33-34.) Larkin informed O'Grady that BlueCrest was "prepared to move very quickly and make [him] a competitive offer" including an "18% payout on [O'Grady's] personal performance." ( Id. ¶ 34.) By the end of the month, O'Grady received a written offer letter from BlueCrest. ( Id. ¶ 35.) On November 7, 2013, O'Grady signed the offer letter, which constituted his employment agreement (the "Agreement"). (Ex. A to Compl.)
A. O'Grady's Employment Agreement
According to the Agreement, O'Grady was hired as a portfolio manager for BlueCrest with a starting annual base salary of $250, 000. (Agreement §§ 1, 2, Ex. A to Compl.) The Agreement also provided that:
You will be eligible to participate in any bonus programs the Company may decide to establish from time to time to cover employees similarly situated to you, subject to the provisions of the applicable bonus program. Any bonus program established and awards made pursuant thereto by the Company will be subject to the Company's sole and absolute discretion. ... You will not be eligible to be paid any bonus if at any time prior to the date of any payment... your employment has been terminated.
( Id. § 3 (emphasis added).) The Agreement also included provisions relating to the termination of plaintiff's employment. Of relevance here, section 5.3 provided that BlueCrest could "terminate [O'Grady's] employment without Cause upon one month prior written notice to [him]." Alternatively, the company was entitled to terminate his employment immediately and pay O'Grady one month of his base salary, provided that he execute a release to the company. Specifically, the Agreement provided as follows:
[i]n the event of [termination without cause], and in lieu of any notice required, [BlueCrest] may, in its absolute discretion, terminate your employment immediately... and make a lump sum payment equivalent to your Base Salary through the end of the notice period..., provided that you execute a valid and irrevocable release agreement in a form acceptable to the Company. ( Id. § 5.4.)
The Agreement also included an integration clause, which provided that the terms of the Agreement "set forth the sole and entire understanding between [O'Grady] and [BlueCrest] with respect to the subject of [O'Grady's] employment and supersede all prior or contemporaneous understandings, agreements or negotiations on that subject." ( Id. § 21.) The Agreement could be "amended or modified only by a written instrument signed by both Parties." ( Id. § 22.)
Around the same time that O'Grady entered into the Agreement, he "was provided with the written bonus program, '" entitled "Equities Compensation Model-Illustrative Guidelines" ("Guidelines"). (Compl. ¶¶ 38-39; Ex. B to Compl.) According to the Guidelines, O'Grady's bonus, entitled "net award" in the Guidelines, would be calculated by taking 18% of his net profits and losses and subtracting certain other costs, including the salaries and benefits of O'Grady and his team. (Ex. B to Compl.) The Guidelines also stated that:
No reliance should be placed on any information or representation contained within this document, which is by way of example only and no liability of any type will be incurred with regard to such information or representation.... The information set out in this document is illustrative only and is based on various assumptions which may not be borne out or which may be supplemented. The rights of all employees... will remain at all times strictly subject to review and approval in accordance with the terms of the applicable employment agreement... which has neither been varied nor modified by anything set out herein. ( Id. )
B. O'Grady's Employment at BlueCrest
O'Grady began working at BlueCrest on December 2, 2013. (Compl. ¶ 43.) He saw early success, generating approximately $570, 000 in profits in the first month. ( Id. ¶ 45.) In January 2014, he received an email "detailing [his] team's salary and guarantees" for the year 2013. ( Id. ¶¶ 46-47.) O'Grady received his 2013 bonus at the 18% rate set forth in the Guidelines. ( Id. ¶ 46.)
Although O'Grady alleges his success continued in early 2014 ( id. ¶¶ 48-49), BlueCrest terminated O'Grady without cause on June 4, 2014 ( id. ¶ 53). O'Grady alleges that BlueCrest owes him one month of his base salary, or $20, 833, as severance pursuant to sections 5.3 and 5.4 of the Agreement (Compl. ¶¶ 8, 60), and a $1, 284, 652 bonus payment, which represents 18% of the ...