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Gupta v. Headstrong, Inc.

United States District Court, S.D. New York

March 30, 2018

ARVIND GUPTA, Plaintiff,

          OPINION & ORDER


         Before this Court is a motion to dismiss Plaintiff s pro se complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) filed by Defendants Headstrong, Inc. and Genpact Limited (collectively, "Headstrong" or "the Headstrong Defendants").[1] After reviewing the complaint, materials incorporated by Plaintiff, and the parties' submissions, the motion is granted.


         In early 2006, Headstrong, an IT services company, hired Plaintiff Arvind Gupta, a citizen of India, as a non-immigrant worker. The United States Department of Labor ("DOL") certified the necessary Labor Condition Application, and United States Citizenship and Immigration Services ("USCIS") approved the required H-1B visa.[3] In November 2006, Headstrong notified Gupta that he would be terminated and, after November 28, did not assign him any work, In May 2008, in response to Gupta's allegations that he had not received the full wages owed by Headstrong, Gupta and Headstrong entered into a settlement and release agreement. The agreement contained a comprehensive release of Plaintiff s claims against Headstrong, in which Gupta agreed to "release and forever discharge [Headstrong], [Headstrong's] parent organizations, affiliates, and subsidiaries" and employees, agents, partners, and other potential connected parties "of and from all... suits, actions, causes of actions, charges, complaints, grievances, judgments, damages ... which [he] ever had, now ha[s], or which may arise in the future, regarding any matter arising on or before the date of [his] execution of the agreement. Agreement at 2 (Dkt. 53-2). The agreement also explicitly released Headstrong from any claims related to alleged violations of public policy, federal, state, and local law, discrimination, various federal civil rights laws, the federal Fair Labor Standards Act, and more, as well as actions for relief such as "wages, back pay, bonus, severance pay, benefits, " and other fines and damages. Id. at 3. Furthermore, Gupta agreed to a covenant "not to file a suit relating to any of the matters released." Id.

         In exchange, Gupta received a $7, 000 lump-sum payment and a release by Headstrong of any claims it may have had against him (with the exception of certain fraud, intellectual-property, and similar claims). Id. at 2, 5. Gupta agreed that such consideration was "sufficient consideration for the release, " and that the agreement had "been reached by mutual and purely voluntary agreement of the parties, each of whom has been represented by its own attorneys." Id. at 4, 5. The parties to the agreement, by their signatures, demonstrated "their full agreement with, and understanding of the agreement's terms. Id. at 5. The agreement further stated that it "may not be changed or altered, except by a writing signed by [Headstrong] and [Gupta], " that it "constitute[d] the entire agreement, " and that New York law would apply to any resulting dispute. Id. at 5-6. The agreement further provided that Gupta was not "relying upon any oral or written promise or statement made by anyone at anytime on behalf of [Headstrong]." Id. at 5. The agreement is notarized, signed by both parties, and dated May 8, 2008. Id. at 6-7.

         Despite the agreement, Plaintiff filed a complaint with the DOL alleging that Headstrong had failed to pay him his full wages. What followed was a years-long process with the DOL's administrative authorities that finally resulted in a dismissal of Plaintiffs claims in June 2012 based on untimeliness. In August 2012, Plaintiff, proceeding pro se, brought suit in this Court against Headstrong and the DOL, seeking review of the DOL's decision and the wages he argued he was owed. In December 2012, Plaintiff entered into a stipulation and order of remand and dismissal with the DOL, in which the DOL agreed to give further review to Plaintiffs complaint. Headstrong was not a party to that stipulation and filed a motion to dismiss Plaintiffs complaint, which this Court granted without prejudice in light of Plaintiff s then-ongoing exhaustion of his administrative remedies. See Gupta v. Headstrong, Inc., No. 12-CV-6652 (RA), 2013 WL 4710388, at *4 (S.D.N.Y. Aug. 30, 2013).

         On January 21, 2015, the DOL determined that Gupta's complaint was timely and that Headstrong was indeed liable to him for $11, 491.26 in back wages. The DOL also determined, however, that Headstrong had no remaining monetary liability because of the agreement's release of all claims. On January 26, 2017, the DOL's administrative review board affirmed the dismissal of Plaintiffs case, finding that the administrative law judge had not "erred in finding that the settlement extinguished all liability." Dkt. 1-3 at 3. The board noted that the settlement "included a release of all claims related to Gupta's employment." Id. at 4. The following month, the board denied Plaintiffs motion for reconsideration.

         On March 16, 2017, Plaintiff filed this action in the Northern District of Illinois, asserting 20 counts relating to his employment with Headstrong and to the DOL's dismissal of his claims. See Compl. (Dkt 1). In July 2017, the case was transferred to this Court on venue grounds. The DOL then answered the complaint. See Dkt. 71. The Headstrong Defendants filed a motion to dismiss, and Plaintiff responded. See Dkts. 52-54, 74, 77.


         To avoid dismissal under Rule 12(b)(6), a pleading "must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Ail Corp. v. Twombly, 550 U.S. 544, 570 (2007)). "In the case of a pro se litigant, the court reads the pleadings leniently and construes them to raise 'the strongest arguments that they suggest.'" Dawkins v. Gonyea, 646 F.Supp.2d 594, 603 (S.D.N.Y. 2009) (quoting McPherson v. Coombe, MA F.3d 276, 280 (2d Cir. 1999)).


         I. Application of the Agreement

         "In considering a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), a district court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits, and documents incorporated by reference in the complaint." DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010); see also Fed. R. Civ. P 10(c) ("A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes."). A document that is "integral" to the complaint may also be considered, though "[i]t must also be clear that there exist no material disputed issues of fact regarding the [document's] relevance, " authenticity, and accuracy. See Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006). In reviewing an integral document, courts "are not constrained to accept the allegations of the complaint in respect of the construction of the document, but courts should still "strive to resolve any contractual ambiguities in [the plaintiffs] favor." Int'l Audiotext Network, Inc. v. Am. Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995).

         All of Plaintiffs current claims arise from his various pre-May 2008 employment agreements with Headstrong. Of primary importance to this case, then, is whether the Court may properly review on a motion to dismiss the May 2008 settlement and release agreement that bars any and all claims "regarding any matter arising on or before the date" of the agreement. Agreement at 2. The Court concludes that it may. The agreement is plainly integral to the complaint, as Plaintiff in his complaint relies on an extensive discussion of it to make his various claims and to attempt to assert defenses to its validity. See, e.g., Compl. at 15, 53-62. Gupta also attaches to his complaint the DOL documents that detail the ...

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