Gundlach v. IBM Japan Ltd.

983 F. Supp. 2d 389, 37 I.E.R. Cas. (BNA) 277, 2013 WL 6123627, 2013 U.S. Dist. LEXIS 165843
CourtDistrict Court, S.D. New York
DecidedNovember 21, 2013
DocketNo. 11-CV-846 (CS)
StatusPublished
Cited by1 cases

This text of 983 F. Supp. 2d 389 (Gundlach v. IBM Japan Ltd.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Gundlach v. IBM Japan Ltd., 983 F. Supp. 2d 389, 37 I.E.R. Cas. (BNA) 277, 2013 WL 6123627, 2013 U.S. Dist. LEXIS 165843 (S.D.N.Y. 2013).

Opinion

OPINION AND ORDER

SEIBEL, District Judge.

Before the Court is the Motion to Dismiss of Defendants IBM Japan, Ltd. (“IBM Japan”) and Kuniya Tsubota (collectively, “Defendants”). (Doc. 75.) IBM Japan seeks dismissal of Plaintiffs Japanese Labor Law claims under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction, or in the alternative, under Rule 12(b)(6) for failure to state a claim.1 Mr. Tsubota seeks dismissal of Plaintiffs state-law tortious interference claim under Rule 12(b)(6) and on the ground that he was improperly added as a Defendant under Rule 15(a)(2) and this Court’s prior Order. For the following reasons, Defendants’ Motion is GRANTED.

I. Background

All of Plaintiffs factual allegations are accepted as true for purposes of Rule 12(b)(6) and construed in the light most favorable to Plaintiff.

In February 2008, Plaintiff commenced employment as a financial consultant in Japan with Cognos, a Japanese company. (SAC ¶26.) Plaintiff signed an employment contract, dated February 25, 2008, which laid out the conditions of his employment and included, among other things, the following terms: (1) Plaintiffs job would begin on February 25, 2008 and end on July 11, 2008, with the possibility of renewal if both parties consented; (2) Plaintiff would perform accounting work as a financial consultant; (3) Plaintiff would be based in Tokyo, Japan; and (4) Cognos could terminate Plaintiff at any time with thirty days’ advance notice. (Id. Ex. C, at 1-3.) Plaintiff asserts that this contract contained a number of “irregularities” and “flaws” such that the contract was “invalid,” (id. ¶ 29), and that ultimately Cognos did not honor it, (id. ¶ 35).

On March 7, 2008, Plaintiff took over the role of Financial Controller. (Id. ¶ 37.) Plaintiff alleges that this new position did not come with a written contract, (id. ¶ 38); rather, terms were deleted from Plaintiffs February 25, 2008 contract, (id). Specifically, the provision concerning the limited duration of employment was crossed out, making the contract into one for “regular” or permanent employment under Japanese law. (Id., id. Ex. C, at 1.) The deletions are accompanied by a round stamp, which functions as the seal of the corporation. (Id. ¶¶ 40-41.) Plaintiff affixed the seal himself, but alleges that Steve Gazzard, a [392]*392Cognos manager in Australia, authorized the modifications. (Id. ¶ 41.) Plaintiff contends that these contractual changes converted him from a term-limited employee to a sei sha’in, or permanent, employee. (Id. ¶ 38.)

In early 2008 IBM Japan acquired Cog-nos, and all Cognos employees were transferred to IBM Japan effective May 1, 2008. (See id. ¶¶ 25, 45.) IBM Japan and John Doe(s) allegedly insisted that Plaintiff not be transferred. (Id. ¶ 47.) Plaintiff contends that these same John Doe(s) “interfered” with his employment relationship with Cognos by saying that Cognos could no longer pay Plaintiff and that to continue to be paid he would have to accept a contract with IBM Japan. (Id. ¶¶ 48-50.) Plaintiff signed the IBM Japan contract— which was term-limited — on April 22, 2008. (Id. ¶¶ 55-56.)

In October 2008, Plaintiff notified the Human Resources (“HR”) department at both IBM Japan and International Business Machines Corporation (“IBM US”) of his concerns regarding the new contractual provisions. (SAC ¶ 66.) Specifically, Plaintiff e-mailed Mr. Tsubota, who Plaintiff alleges was responsible for employment modifications at IBM Japan, (id. ¶ 82), and who “did nothing to insure that plaintiffs employment would continue within Cognos and successor corporation IBM Japan,” (id. ¶ 85). Plaintiffs employment with IBM Japan terminated on January 31, 2009, although he contends that his “permanent” employment with Cognos still exists under Japanese law. (Id. ¶ 72.)

Plaintiff commenced this lawsuit on February 7, 2011 by filing a Complaint, (Doc. 1), which he amended for the first time on July 29, 2011, (Doc. 28). On May 1, 2012, 2012 WL 1520919, I dismissed all claims against IBM US, but permitted the parties to engage in jurisdictional discovery to determine whether personal jurisdiction could be asserted over IBM Japan (the “May 1 Order”). (Doc. 53.) Plaintiff filed his SAC on May 23, 2012, naming Mr. Tsubota as a Defendant for the first time. (Doc. 57.) Defendants subsequently submitted this Motion to Dismiss. (Doc. 75.)

II. Legal Standards

A. Personal Jurisdiction

At the motion to dismiss stage, the plaintiff generally must make a prima facie showing by his pleadings and affidavits that the court has jurisdiction over each of the defendants. See CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 364-65 (2d Cir. 1986) (at evidentiary hearing or trial, plaintiff must demonstrate personal jurisdiction by preponderance of the evidence). A federal court sitting in diversity looks to the law of the state in which it sits to ascertain whether it may exercise personal jurisdiction over a foreign defendant. See Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 305 F.3d 120, 124 (2d Cir.2002). In such cases, the court must first determine if the forum’s law would confer jurisdiction through its long-arm statute and then decide if the exercise of such jurisdiction is permissible under the Due Process Clause of the Fourteenth Amendment. Id.

B. Motion to Dismiss

“To survive a motion to dismiss, a complaint 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, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. “While a complaint [393]*393attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiffs obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (alteration, citations, and internal quotation marks omitted). While Federal Rule of Civil Procedure 8 “marks a notable and generous departure from the hyper-technical, code-pleading regime of a prior era, ... it does not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions.” Iqbal, 556 U.S. at 678-79, 129 S.Ct. 1937.

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983 F. Supp. 2d 389, 37 I.E.R. Cas. (BNA) 277, 2013 WL 6123627, 2013 U.S. Dist. LEXIS 165843, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gundlach-v-ibm-japan-ltd-nysd-2013.