United States District Court, S.D. New York
OPINION AND ORDER
VINCENT L. BRICCETTI, UNITED STATES DISTRICT JUDGE.
Mohammed Zafar Iqbal brings this action under New York Labor
Law (“NYLL”) Section 198(1-a), and for breach of
contract, alleging that when defendant Teva Pharmaceuticals
USA, Inc. (“Teva”), fired Iqbal, Teva failed to
pay Iqbal earned compensation in the form of an increased
salary payment, a bonus, stock options, unused vacation time,
the Court is defendant's motion for summary judgment
(Doc. #54), and plaintiff's cross-motion for partial
summary judgment. (Doc. #59).
reasons set forth below, defendant's motion is GRANTED,
and plaintiff's cross-motion is DENIED.
Court has subject matter jurisdiction under 28 U.S.C. §
parties have submitted briefs, statements of fact pursuant to
Local Civil Rule 56.1, declarations and affidavits, and
supporting exhibits, which reflect the following factual
was hired by Teva's predecessor company, Barr
Laboratories, Inc. (“Barr”), in 1997. Barr became
a wholly-owned subsidiary of Teva in 2010, at which time
Iqbal became an employee of Teva.
December 20, 2012, Iqbal was promoted to Associate Director,
Process Engineering, memorialized in an offer letter, which
Iqbal signed on January 2, 2013 (the “offer letter”).
had an ownership interest in Suffern Pharmacy
(“Suffern”), a retail pharmacy and wholesale
supplier of branded drugs, which Iqbal and others formed in
February 2014. Iqbal never disclosed this ownership interest
in Suffern to Teva in writing. Iqbal also had an ownership
interest in at least two other businesses, Mydesh, Inc.
(d/b/a Monroe Pharmacy), and Aloft, LLC (d/b/a Dry Clean
Research and Development Department obtains branded drugs
after the applicable patents on those drugs expire or when
they are about to expire and, through clinical testing,
creates generic versions of those drugs.
February and May 2015, Teva purchased approximately $470, 000
in branded drugs from Suffern, Iqbal's company. Suffern
made approximately $50, 000 in profit from these
transactions. In July 2015, Teva terminated its business
relationship with Suffern.
March 12, 2015, pursuant to an award letter, Teva awarded
Iqbal 1, 304 stock options.
2015, as part of a routine audit, an agent of Teva identified
Suffern as a supplier in need of further review. As a result
of the audit, and because two Teva employees (including
Iqbal) had ownership interests in Suffern, the review of
Suffern was transferred to Teva's Office of Business
investigator assigned to the matter was James Mikalic, a
former FBI agent and former Assistant Director of
Intelligence for the New York State Office of Homeland
Security. Mr. Mikalic's initial investigation lasted from
December 8, 2015, to February 9, 2016. Mr. Mikalic documented
the results of his investigation in a report, originally
dated February 9, 2016, and updated on March 8, 2016.
(Def.'s App. at A.128-146; the “Mikalic
of his investigation, Mr. Mikalic reviewed purchase orders,
invoices, registration documents, and other records of
Teva's relationship with Suffern as well as Iqbal's
Teva-owned email and computer files. Mr. Mikalic interviewed
Iqbal, Daud Hosain, another Teva employee and co-owner of the
Suffern and Monroe pharmacies, and Miriam Morris, a Clinical
Supply Coordinator at Teva.
investigation determined, and Iqbal does not dispute, that
Iqbal used his Teva email to correspond on behalf of his
outside business interests during regular Teva business
terminated Iqbal on February 26, 2016. Teva did not provide
Iqbal with written notice of his termination or a general
paid Iqbal his salary during January and February 2016 at the
same rate he was paid in 2015. Iqbal was not employed at Teva
when bonuses for 2015 were paid later in 2016. Teva did not
pay Iqbal any severance. After Iqbal was fired, his stock
options expired. Iqbal was paid for unused vacation time
after this action was commenced.
Court must grant a motion for summary judgment if the
pleadings, discovery materials before the Court, and any
affidavits show there is no genuine issue as to any material
fact and it is clear the moving party is entitled to judgment
as a matter of law. Fed.R.Civ.P. 56(c); Celotex Corp. v.
Catrett, 477 U.S. 317, 322 (1986).
is material when it “might affect the outcome of the
suit under the governing law. . . . Factual disputes that are
irrelevant or unnecessary” are not material and thus
cannot preclude summary judgment. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986).
dispute about a material fact is genuine if there is
sufficient evidence upon which a reasonable jury could return
a verdict for the non-moving party. See Anderson v.
Liberty Lobby, Inc., 477 U.S. at 248. The Court
“is not to resolve disputed issues of fact but to
assess whether there are any factual issues to be
tried.” Wilson v. Nw. Mut. Ins. Co., 625 F.3d
54, 60 (2d Cir. 2010) (citation omitted). It is the moving
party's burden to establish the absence of any genuine
issue of material fact. Zalaski v. City of Bridgeport
Police Dep't, 613 F.3d 336, 340 (2d Cir. 2010).
non-moving party has failed to make a sufficient showing on
an essential element of his case on which he has the burden
of proof, then summary judgment is appropriate. Celotex
Corp. v. Catrett, 477 U.S. at 323. If the non-moving
party submits “merely colorable” evidence,
summary judgment may be granted. Anderson v. Liberty
Lobby, Inc., 477 U.S. at 249-50. The non-moving party
“must do more than simply show that there is some
metaphysical doubt as to the material facts, and may not rely
on conclusory allegations or unsubstantiated
speculation.” Brown v. Eli Lilly & Co.,
654 F.3d 347, 358 (2d Cir. 2011) (internal citations
omitted). The mere existence of a scintilla of evidence in
support of the non-moving party's position is likewise
insufficient; there must be evidence on which the jury could
reasonably find for him. Dawson v. Cty. of
Westchester, 373 F.3d 265, 272 (2d Cir. 2004).
summary judgment, the Court construes the facts, resolves all
ambiguities, and draws all permissible factual inferences in
favor of the non-moving party. Dallas Aerospace, Inc. v.
CIS Air Corp., 352 F.3d 775, 780 (2d Cir. 2003). If
there is any evidence from which a reasonable inference could
be drawn in favor of the non-moving party on the issue on
which summary judgment is sought, summary judgment is
improper. See Sec. Ins. Co. of Hartford v. Old Dominion
Freight Line, Inc., 391 F.3d 77, 83 (2d Cir. 2004).
deciding a motion for summary judgment, the Court need only
consider evidence that would be admissible at trial. Nora
Bevs., Inc. v. Perrier Grp. of Am., Inc., 164 F.3d 736,
746 (2d Cir. 1998).
may grant summary judgment on a contract claim when the
contractual language is “‘plain and
unambiguous.'” Zurich Am. Ins. Co. v. ABM
Indus., Inc., 397 F.3d 158, 164 (2d Cir. 2005) (quoting
Brass v. Am. Film Techs., Inc., 987 F.2d 142, 148-49
(2d Cir. 1993)). “Contract language is not ambiguous if
it has ‘a definite and precise meaning, unattended by
danger of misconception in the purport of the [contract]
itself, and concerning which there is no reasonable basis for
a difference of opinion.'” Hunt Ltd. v.
Lifschultz Fast Freight, Inc., 889 F.2d 1274, 1277 (2d
Cir. 1989) (alteration in original) (quoting Breed v.
Insurance Company of North America, 46 N.Y.2d 351, 355
Teva's Motion for Summary Judgment
entitled to summary judgment because there is no genuine
dispute that (i) Iqbal was terminated for cause for violating
Teva policies, and (ii) Iqbal is not entitled to the
compensation he seeks under the terms of the applicable Teva
Termination for Cause
asserts Iqbal was terminated for cause because he violated
the Conflicts of Interest Policy, the Outside Employment
Policy, and the Electronic Communications Policy.
that constitutes cause for termination is defined by
contract, including company policies and procedures, even if
the employee is at will. See Benoit v. Commercial Capital
Corp., 2008 WL 3911007, *6 (S.D.N.Y. Aug. 25, 2008).
an employee was terminated for cause is generally a question
of fact unsuitable for disposition on summary judgment when
the employee denies the underlying conduct. Benoit v.
Commercial Capital Corp., 2008 WL 3911007, *6
however, Iqbal's underlying conduct is undisputed.
Because of that undisputed conduct, Iqbal was in violation of