Ulrich v. Moody's Corp.
17-1060-cv
| 2d Cir. | Jan 11, 2018Background
- Paul C. Ulrich, a U.S. citizen and overseas permanent resident, sued his former employer Moody’s Corporation and Moody’s Investors Service, Inc., alleging violations of SOX, Dodd-Frank, Sherman Act, defamation, breach of contract, ADEA discrimination and retaliation.
- Ulrich worked for a foreign subsidiary of Moody’s and alleges the protected activity and alleged wrongdoing occurred outside the United States; he had some interactions with U.S. managers.
- The district court dismissed portions of the complaint (March 31, 2014 R&R adopted Sept. 30, 2014) and later granted summary judgment to Moody’s on remaining ADEA claims (Mar. 31, 2017).
- Ulrich appealed pro se; the Second Circuit reviewed de novo the dismissals and summary judgment and reviewed denial of leave to amend for abuse of discretion.
- The district court found (1) Dodd-Frank/SOX claims barred by extraterritoriality precedent, (2) defamation claims defeated by qualified privilege under Hong Kong law and lack of malice/false statements, (3) breach of contract waived by Ulrich’s failure to object to the R&R, (4) Sherman Act claims lacked antitrust standing, and (5) ADEA claims lacked evidence of causation or pretext.
- The Second Circuit affirmed the district court in all respects and denied leave to further amend the complaint.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Extraterritorial reach of Dodd-Frank / SOX anti-retaliation | Ulrich: his U.S. citizenship and contacts with U.S. managers give U.S. statute coverage | Moody’s: Ulrich worked overseas for a foreign subsidiary and protected activity occurred abroad, so statutes don’t apply extraterritorially | Court: Dodd-Frank/SOX claims dismissed under Liu precedent; statutes do not apply here |
| Defamation (qualified privilege/malice) | Ulrich: district court used incorrect definition of malice and reviews contained knowingly false statements | Moody’s: statements protected by qualified privilege; no evidence of actual malice or knowingly false statements | Court: applied correct Hong Kong standard for malice; no record support for knowing falsity; defamation dismissed |
| Breach of contract | Ulrich: employment contract claims survive | Moody’s: Ulrich was at-will under New York law; claims should be dismissed | Court: Ulrich waived appellate challenge by not objecting to R&R; dismissal affirmed |
| Sherman Act antitrust standing | Ulrich: antitrust claim valid | Moody’s: Ulrich lacks antitrust injury/standing | Court: dismissal for lack of antitrust standing affirmed |
| ADEA discrimination & retaliation (summary judgment) | Ulrich: facts show age-based discrimination, low pay and termination causally connected to age | Moody’s: adverse actions were based on documented performance issues and insubordination; no age-based causation or pretext shown | Court: no genuine dispute on causation/pretext; summary judgment for Moody’s affirmed |
| Leave to amend | Ulrich: should be allowed further amendment | Moody’s: further amendment would be futile; plaintiff had prior opportunity to amend | Court: denial of further leave to amend was not an abuse of discretion |
Key Cases Cited
- Chambers v. Time Warner, 282 F.3d 147 (2d Cir.) (standard for Rule 12(b)(6) review)
- Sotomayor v. City of New York, 713 F.3d 163 (2d Cir.) (standard for summary judgment review)
- Liu Meng-Lin v. Siemens AG, 763 F.3d 175 (2d Cir.) (Dodd-Frank anti-retaliation does not apply extraterritorially)
- Gross v. FBL Fin. Servs., Inc., 557 U.S. 167 (U.S.) (burden and causation standard in ADEA claims)
- Gorzynski v. JetBlue Airways Corp., 596 F.3d 93 (2d Cir.) (ADEA causation and evidentiary standard)
- Schnabel v. Abramson, 232 F.3d 83 (2d Cir.) (summary judgment and pretext analysis)
- Gatt Commc’ns, Inc. v. PMC Assocs., L.L.C., 711 F.3d 68 (2d Cir.) (antitrust standing requirements)