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Farzan v. Bridgewater Associates

United States District Court, D. Connecticut

January 24, 2017

RAYMOND FARZAN, Plaintiff,
v.
BRIDGEWATER ASSOCIATES, et al., Defendants.

          RULING AND ORDER

          Stefan R. Underhill United States District Judge.

         In the present employment discrimination lawsuit, the defendants, Bridgewater Associates, LP, Iain Paine, Ryan Oberoi, and Jeffrey Welsh[1] (collectively, “Bridgewater”), and Abyss Group, Inc., [2] have moved pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) to dismiss Raymond Farzan's claims that he was discriminated against and terminated on the basis of his age, race, and religion in violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (ADEA), and the Connecticut Fair Employment Practices Act (CFEPA). Bridgewater and Abyss contend that Farzan's Amended Complaint fails to state claims upon which relief can be granted and also must be dismissed for lack of subject matter jurisdiction. For the reasons set forth below, I grant Bridgewater's and Abyss's motions. Because I conclude that further amendment of the complaint would be futile, I deny leave to amend and dismiss Farzan's Amended Complaint with prejudice.

         I. Standard of Review

         A motion to dismiss for failure to state a claim is designed “merely to assess the legal feasibility of a complaint, not to assay the weight of evidence which might be offered in support thereof.” Ryder Energy Distrib. Corp. v. Merrill Lynch Commodities, 748 F.2d 774, 779 (2d Cir. 1984) (quoting Geisler v. Petrocelli, 616 F.2d 636, 639 (2d Cir. 1980)). When deciding a motion to dismiss, I must accept the material facts alleged in the complaint as true, draw all reasonable inferences in favor of the plaintiffs, and decide whether it is plausible that plaintiffs have a valid claim for relief. Ashcroft v. Iqbal, 556 U.S. 662, 678-79 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007); Leeds v. Meltz, 85 F.3d 51, 53 (2d Cir. 1996).

         Under Twombly, “[f]actual allegations must be enough to raise a right to relief above the speculative level, ” and assert a cause of action with enough heft to show entitlement to relief and “enough facts to state a claim to relief that is plausible on its face.” 550 U.S. at 555, 570; see also Iqbal, 556 U.S. at 679 (“While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.”). The plausibility standard set forth in Twombly and Iqbal obligates the plaintiff to “provide the grounds of his entitlement to relief” through more than “labels and conclusions, and a formulaic recitation of the elements of a cause of action.” Twombly, 550 U.S. at 555 (quotation marks omitted). Plausibility at the pleading stage is nonetheless distinct from probability, and “a well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of [the claims] is improbable, and . . . recovery is very remote and unlikely.” Id. at 556 (quotation marks omitted).

         Regarding a motion to dismiss under Rule 12(b)(1), the party who seeks to invoke a court's jurisdiction bears the burden of establishing that jurisdiction. Thompson v. Cnty. of Franklin, 15 F.3d 245, 249 (2d Cir. 1994) (citing Warth v. Seldin, 422 U.S. 490, 518 (1975)). To survive a motion to dismiss for lack of subject matter jurisdiction, a plaintiff must allege facts demonstrating that the plaintiff is a proper party to seek judicial resolution of the dispute, and that the legal basis for the dispute allows it to be adjudicated in federal district court. Id.

         II. Background

         Raymond Farzan (born Reza Farzan) is “a 66 year[] old Muslim man . . . who was born in Iran.” Am. Compl., Doc. No. 39, at ¶ 1. He has worked as a “Business Analyst” or “Project Manager” in the information technology departments of financial services companies. Id. at ¶ 2. Farzan has incorporated “a one man organization, ” America's Consulting Enterprise, through which he contracts out his services to different financial services firms. See id.

         In late March of 2014, Farzan was contacted by a recruiter from Abyss Group about a job at Bridgewater Associates, a major hedge fund. See Id. at ¶¶ 9, 15. Farzan interviewed with managers at Bridgewater and was offered a position, which he accepted. Id. at ¶¶ 17, 18. He then spoke with his recruiter at Abyss, who (according to Farzan) told him “[he] would be working at Bridgewater at least for 18 months” and “agreed on an hourly rate increase schedule” that extended for over one year. Id. at ¶ 21. On April 9, 2014, Farzan signed a Professional Service Agreement with Abyss, which stated that “Abyss or [Farzan] may terminate th[e] Agreement at will at any time on [t]wo weeks prior notice.” Ex. H to Am. Compl., Doc. No. 39, at 66, 68.

         Farzan's time at Bridgewater proved unhappy. He received what he felt was unfair criticism from his supervisor Iain Paine, as well as from two coworkers, Ryan Oberoi and Jeffrey Welsh. For example, under Bridgewater's work culture of “radical transparency, ” Farzan's supervisors initiated a feedback session over email on May 21, 2014, in which Paine expressed his “concern” that Farzan “need[ed] to be net positive” and that he was “being overly cautious and not pushing forward to really drive out requirements and understand/get context of what he [was] doing.” See Ex. S to Am. Compl., Doc. No. 39, at 106. Another Bridgewater employee, Ruairi Powers, agreed that “Raymond seem[ed] to be very reactive” and “d[id] not seem naturally curious to understand the domain he [was] operating in.” Id. at 105. The next day, Welsh added that he “expect[ed] [Farzan] to be assertively driving (active vs. passive)” and observed that Farzan “seemed not to absorb things [they] discussed.” Id.

         On June 6, Oberoi replied to the previous email chain to add that he “ha[d] not seen Raymond carry his weight, and be net positive for the team.” Id. at 104. He wrote that “[the] team [was] overall suffering because of the lack of a [Business Analyst] who [was] at the bar and carrying things forward, ” and that he was “counting on Iain [Paine] to actively collect and evaluate the feedback, provide transparency and take required action.” Id. Farzan responded that Oberoi's “statements [were] not based on facts” and complained that most of the team members had spent fewer than 30 minutes with Farzan since he began work at Bridgewater. See id.

         In addition to the emails-which he characterizes as “humiliating” and “publicly blam[ing], ” Am. Compl., Doc. No. 39, at ¶¶ 51 & 52-Farzan identifies in his Amended Complaint a number of other negative experiences at Bridgewater. At one point, Paine “offered [Farzan and two developers] alcohol drinks and [Farzan] refused, but the developers accepted.” Id. at ¶ 55. Farzan suspects that Farzan “continu[ing] to work” while Paine and the developers drank “[m]aybe [was] why [Paine] thought [he] was not a good fit to his team.” Id. Farzan also claims that Welsh “made fun of [him] for his national origin, . . . called Iran that ‘f**king country' and . . . said ‘Iranians are shitty people, '” id. at ¶ 60, and that “[o]nce Oberoi told [him] in the lobby that [he] was an old Muslim and . . . did not belong [at] Bridgewater, ” id. at ¶ 67.

         After those encounters and the critical emails, Paine spoke with Farzan on June 13, 2014, and informed him that his last day would be June 27. Id. at ¶ 78. Farzan “strongly disagreed with [Paine] and wanted to discuss [his] work with him, [but] he refused to spend more time with [Farzan] in that meeting.” Id. Farzan then called his recruiter at Abyss, who “[t]o [his] surprise . . . said Paine was happy with [him] at work.” Id.

         On June 14, Paine circulated an email to Farzan's team informing them that he “ha[d] asked Raymond to finish up open requirement threads over the next 2 weeks, at which point he w[ould] be ending his [Bridgewater] assignment.” Ex. Q to Am. Compl., Doc. No. 39, at 100. He wrote that Farzan's termination was “in part driven by the current stage of the project, and in part due to feedback from the team on Raymond[']s performance and ability to both fit and be net positive to the team.” Id. He added, “[a]ll th[at] being said, Raymond ha[d] been able to get some of the important threads locked down and ha[d] kept some of [their] machines running.” Id. In the Amended Complaint, Farzan characterizes the statements in Paine's email as “false acquisitions [sic].” Am. Compl., Doc. No. 39, at ¶ 77.

         On June 16, “to resolve [his] conflicts with Bridgewater internally to save [his] job, ” Farzan “emailed Employee Relations.” Id. at ¶ 80. He spoke with an attorney from Bridgewater two days later, and again with the same attorney and Paine on June 26, but both “meeting[s] [were] useless.” Id. at ¶¶ 80 & 81.

         “In [the] early morning of [June 26, 2014], ” Farzan “went to CHRO's office in Bridgeport . . . to file a complaint of discrimination against Bridgewater and Abyss.” Id. at ¶ 89. He was told by a CHRO employee that “since [he] worked at Bridgewater's location only [he] could file a complaint against Bridgewater only, ” and so did not file a complaint against Abyss. Id. Farzan states, however, that he intended for his “complaint [to be] against both employers: Bridgewater and Abyss.” See Id. at ¶ 100.

         The CHRO investigated Farzan's administrative complaint, and he “received a right to sue letter” on January 20, 2016. See Id. That letter noted that Farzan “must bring an action in Superior Court within 90 days of receipt of th[e] release” (i.e., April 19, 2016). Ex. V to Am. Compl., Doc. No. 39, at 115. Farzan filed suit against Bridgewater, Abyss, and Paine, Oberoi, and Welsh in Connecticut Superior Court on April 18, 2016. Am. Compl., Doc. No. 39, at ¶ 100. Using a state marshal, Farzan served the summons and complaint on Bridgewater on May 16, and on Abyss on May 25. Ex. A to Bridgewater's Mot. Dismiss Am. Compl., Doc. No. 40-2, at 2. Farzan served Oberoi on May 23 through Bridgewater's general counsel. See Yurko Decl., Doc. No. 40-3, at 2. Paine and Welsh assert that they have not yet been served. See Id. at 2.

         On June 15, 2016, the defendants removed Farzan's suit to this court pursuant to 28 U.S.C. §§ 1441 & 1446. Notice of Removal, Doc. No. 1. On July 15, the defendants moved to dismiss Farzan's Complaint. Bridgewater's Mot. Dismiss Compl., Doc. No. 21; Abyss's Mot. Dismiss Compl., Doc. No. 23. Farzan responded by filing an opposition with an Amended Complaint attached, which I treated as a motion to amend. See Ex. 1 to Pl.'s Resp. Defs.' Mots. Dismiss Compl., Doc. No. 36-1, at 9. The defendants then renewed their motions to dismiss on October 6, Bridgewater's Mot. Dismiss Am. Compl., Doc. No. 40; Abyss's Mot. Dismiss Am. Compl., Doc. No. 42, and Farzan opposed on October 24, Pl.'s Resp. Defs.' Mots. Dismiss Am. Compl., Doc. No. 52. I heard oral argument on December 20, 2016. See Doc. No. 57.

         III. Discussion

         Because the defendants largely join each other's motions to dismiss, I will refer to all the defendants as “Bridgewater” unless greater specificity is required. First, I will address the motions to dismiss Farzan's Amended Complaint. Second, because “pro se complaints should not be dismissed . . . ‘without granting leave to amend at least once when a liberal reading of the complaint gives any indication that a valid claim might be stated, '” Azkour v. Bowery Residents' Comm., 646 F. App'x 40, 40 (2d Cir. 2016) (summary order) (quoting Shomo v. City of New York, 579 F.3d 176, 183 (2d Cir. 2009)), I consider whether I should permit Farzan to amend his complaint in the hopes of stating a valid claim.

         A. Farzan's Amended Complaint

         Farzan's Amended Complaint alleges 12 counts against Bridgewater and Abyss. See Am. Compl., Doc. No. 39. I take up each count in turn.

         1. Count I: Breach of Contract

         In Count I of the Amended Complaint, Farzan claims that Bridgewater and Abyss “committed and contracted to employ [him] for at least 18 months or 78 weeks, ” but breached that contract by “unlawfully terminat[ing] [his] employment after 11 weeks.” Am. Compl., Doc. No. 39, at ¶ 108. Bridgewater responds that “Farzan does not allege anywhere in the Amended Complaint that any specific term of a contract was breached by any Defendant, ” and “plainly does not state a claim for breach of contract.” Bridgewater's Mem. Supp. Mot. Dismiss Am. Compl., Doc. No. 40-1, at 14.

         In Connecticut, “[t]he elements of a breach of contract claim are [i] the formation of an agreement, [ii] performance by one party, [iii] breach of the agreement by the other party, and [iv] damages.” Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn. 282, 291 (2014). “[T]he plaintiff ha[s] the burden of proving . . . that [the employer] had agreed, either by words or action or conduct, to undertake [some] form of actual contract commitment to him under which he could not be terminated without just cause.” Torosyan v. Boehringer lngelheim Pharms., 234 Conn. 1, 15 (1995). “A contract implied in fact, like an express contract, depends on actual agreement.” Burnham v. Karl & Gelb, P.C., 50 Conn.App. 385, 388 (1998).

         Farzan's Amended Complaint does not “plausibl[y]” allege the elements for breach of an employment contract. See Iqbal, 556 U.S. at 678. Farzan's claim that an agreement was formed primarily rests on the statement by an Abyss recruiter that he “would be working at Bridgewater at least for 18 months.” Am. Compl., Doc. No. 39, at ¶ 21. That sort of vague assurance “is insufficient to establish . . . a meeting of the minds” and “actual agreement” as required by Connecticut law.[3] See Canty v. Rudy's Limousine, 2005 WL 2297410, at *3 (D. Conn. Sept. 15, 2005) (Droney, J.) (quoting Pecoraro v. New Haven Reg., 344 F.Supp.2d 840, 844 (D. Conn. 2004)). Farzan also points to his agreement with the recruiter “on an hourly rate increase schedule” that extended over more than one year, see Am. Compl., Doc. No. 39, at ¶ 21, but a promise that Farzan would be paid at a certain rate if he were employed more than 12 months does not constitute a promise that he would be employed for more than 12 months.

         Moreover, Farzan's claim that Bridgewater and Abyss “committed and contracted to employ [him] for at least 18 months or 78 weeks” is contradicted by his own exhibits. See Am. Compl., Doc. No. 39, at ¶ 108. Although “the court must generally accept as true all of the factual assertions in the complaint, . . . there is a narrow exception to this rule for factual assertions that are contradicted by the complaint itself, [or] by documents upon which the pleadings rely.” Perry v. NYSARC, Inc., 424 F. App'x 23, 25 (2d Cir. 2011) (summary order) (citing Hirsh v. Arthur Andersen & Co., 72 F.3d 1085, 1095 (2d Cir. 1995)); see Rothman v. Gregor, 220 F.3d 81, 88 (2d Cir. 2000) (“For purposes of a motion to dismiss, we have deemed a complaint to include any written instrument attached to it as an exhibit . . . .”). Here, the Professional Service Agreement explicitly states that “Abyss or [Farzan] may terminate this Agreement at will at any time on [t]wo weeks prior notice.” Ex. H to Am. Compl., Doc. No. 39, at 66. “[W]hen the exhibits contract the general and conclusory allegations of the pleading, the exhibits govern.” Griffin Indus v. Irvin, 496 F.3d 1189, 1206 (11th Cir. 2007). Hence, Farzan has not “plausibl[y]” stated a cause of action for breach of contract, and I therefore dismiss Count I of his Amended Complaint under Rule 12(b)(6). See Iqbal, 556 U.S. at 678.

         2. Counts II & III: Wrongful Termination and Breach of the Implied Covenant of Good Faith and Fair Dealing

         In Counts II and III of the Amended Complaint, Farzan claims that Bridgewater and Abyss “wrongfully and unlawfully terminated [his] employment” and “violated [his] rights to fully benefit from [his] employment contract” by “not deal[ing] with [him] in honesty, fairly, and in good faith.” Am. Compl., Doc. No. 39, at ¶¶ 109, 110. Bridgewater rejoins that those counts “must be dismissed because they are based on the same allegedly discriminatory conduct as [Farzan's] statutory discrimination claims.” Bridgewater's Mem. Supp. Mot. Dismiss Am. Compl., Doc. No. 40-1, at 14.

         “To state a claim for breach of the covenant of good faith and fair dealing, a plaintiff . . . ‘must allege either that an enforceable employment contract exists, or that the employer's actions in discharging the employee violated a recognized public policy.'” Canty, 2005 WL 2297410, at *4 (quoting Cowen v. Fed. Express Corp., 25 F.Supp.2d 33, 37 (D. Conn. 1998)). As explained above, Farzan has not plausibly alleged “that an enforceable employment contract exists.” See Id. Thus, he must rely on “[the] cause of action for discharged at-will employees for breach of the implied covenant of good faith and fair dealing, ” which may be brought “only when the discharge is for a reason that violated public policy.” See Paul v. Bank of Am., N.A., 2011 WL 5570789, at *3 (D. Conn. Nov. 16, 2011).

         The common law cause of action for breach of the implied covenant of good faith and fair dealing, however, may not be used “where the employee has a statutory remedy to the public policy violation.” Id. (citing Aukstolis v. AHEPA 58/Nathan Hale Senior Ctr., 579 F.Supp.2d 314, 322 (D. Conn. 2008)). Here, the public policy violations alleged by Farzan, generously construed, are that he was subjected to unlawful race and age discrimination. See Canty, 2005 WL 2297410, at *5. Those violations may be redressed through actions under Title VII, the ADEA, and CFEPA. Indeed, Farzan already has made claims for violation of those statutes in his Amended Complaint. Because Farzan has statutory remedies available to remedy those public policy violations, he “may not bring . . . additional common law claim[s] for breach of the implied covenant of good faith and fair dealing” or for wrongful termination. See Id. Therefore, I dismiss Counts II and III of the Amended Complaint under Rule 12(b)(6).[4]

         3. Count IV: ...


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