251 F. Supp. 3d 449
E.D.N.Y2017Background
- Stephanie Rozenzweig (Plaintiff) worked as an executive personal assistant at ClaimFox from Aug 2014 to Mar 18, 2015; she became pregnant in Jan 2015 and told HR in Nov 2014 of pregnancy plans.
- HR/benefits materials (Offer Letter, employment contract, HR Manual) were produced in discovery; Offer Letter and contract referenced employee policies; HR Manual contains a prominent disclaimer that it does not create a contract.
- Plaintiff alleges she was subjected to hostile treatment in March 2015, was terminated on March 18, 2015 (position allegedly abolished), and ClaimFox later hired a non-pregnant part-time replacement.
- Plaintiff filed EEOC charge (June 2015) and sued under multiple statutes; she moved under Fed. R. Civ. P. 15 to amend: withdraw two FMLA claims, add breach of contract (against ClaimFox), tortious interference (against individual defendants), and breach of implied covenant of good faith and fair dealing (against all defendants).
- Court treated Plaintiff’s memorandum and exhibits as the proposed amendments despite no proposed amended complaint being attached; court considered futility, prejudice, and timeliness.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Plaintiff may add breach of contract claim against ClaimFox | Contract formed by offer letter, employment contract incorporating HR policies; ClaimFox breached policy promises (maternity/disability/accommodation) by terminating her | HR Manual contains an express disclaimer barring contractual effect; Plaintiff was at-will and never requested/was denied benefits | Denied — amendment futile: disclaimer precludes treating HR Manual as contract; no factual basis for breach (no request/denial) |
| Whether Plaintiff may add tortious interference claim against individual defendants | Individuals intentionally procured breach of Plaintiff’s contract by causing termination | No valid contract existed; even if one did, individuals acted as corporate agents within scope of authority and cannot be liable for inducing breach | Denied — futile: no underlying contract and no allegations of individuals acting outside their corporate authority |
| Whether Plaintiff may add breach of implied covenant of good faith and fair dealing against ClaimFox | Termination shortly before benefits became available plausibly shows intent to avoid providing benefits — a viable implied-covenant claim | Claim duplicates breach of contract or is inconsistent with at-will employment | Granted as to ClaimFox — plausible that termination was to avoid providing benefits; claim may proceed |
| Whether Plaintiff may add breach of implied covenant claim against individual defendants | Same as above, but against individuals | Implied covenant is remedy tied to the contractual parties; individuals are not parties to the contract | Denied — claim cannot be sustained against individual defendants |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleadings)
- Ashcroft v. Iqbal, 556 U.S. 662 (legal conclusions insufficient; apply Twombly standards)
- Harris v. Mills, 572 F.3d 66 (2d Cir.) (pleading standards and Iqbal/Twombly guidance)
- Williams v. Citigroup Inc., 659 F.3d 208 (2d Cir.) (preference for resolving disputes on the merits)
- Lobosco v. N.Y. Tel. Co./NYNEX, 96 N.Y.2d 312 (N.Y.) (employee handbook disclaimer precludes contract formation)
- Murtha v. Yonkers Child Care Ass’n, 45 N.Y.2d 913 (N.Y.) (corporate officers/agents not personally liable for inducing principal’s breach)
- Wakefield v. N. Telecom, Inc., 769 F.2d 109 (2d Cir.) (termination to avoid contractual obligations may state implied covenant claim)