25-1684 Jun Young Lim v. Radish Media, Inc.
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 5th day of February, two thousand twenty-six.
PRESENT: DENNIS JACOBS, GERARD E. LYNCH, RICHARD J. SULLIVAN, Circuit Judges. ------------------------------------------------------------------ JUN YOUNG LIM,
Appellant, v. No. 25-1684
RADISH MEDIA, INC., SEUNG YOON LEE,
Defendants-Appellees,
------------------------------------------------------------------ FOR APPELLANT: JOHN F. OLSEN, The Law Office of John F. Olsen, LLC, Montclair, NJ.
FOR APPELLEE: JAMES D. NELSON, Morgan, Lewis & Bockius LLP, Washington, DC (Leni B. Battaglia, Morgan, Lewis & Bockius LLP, New York, NY, on the brief)
Appeal from the June 10, 2025, judgment of the United States District Court
for the Southern District of New York (Edgardo Ramos, J.).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED,
ADJUDGED, AND DECREED that the judgment of the district court is
AFFIRMED.
Plaintiff-Appellant Jun Young Lim appeals from a judgment of the United
States District Court for the Southern District of New York dismissing his second
amended complaint (“SAC”) for failure to state a claim. Lim claims that
Defendants Radish Media, Inc. and Seung Yoon Lee denied him an equity interest
in Radish Media that he was entitled to based on his employment at Radish Media
and its predecessor company. We assume the parties’ familiarity with the
underlying facts and the record of prior proceedings, to which we refer only as
2 necessary to explain our decision. We also accept as true the allegations in the
SAC.
Lee was the co-founder, chief executive officer, and a major shareholder of
Radish Media’s predecessor company, Byline Media (together the “Company”).
In 2015, Lim agreed to leave his then-current employment to work at Byline Media
as “Head of Product.” Lee and Lim exchanged emails in January 2015 regarding
the terms of Lim’s employment, including a compensation package comprised of
a monthly salary and a 1.2% equity interest in the Company. That equity interest
was to vest over four years, with the first quarter vesting after one year of
employment and 1/48 vesting each month thereafter. Although Lim never
received a formal employment contract, he began working for the Company in
March 2015. Shortly after his arrival, Lim agreed to take on more responsibility
and was promised an increased equity interest of 1.5% of outstanding shares,
subject to the same vesting schedule. Lim stayed at the Company for the next
sixteen months, took on additional responsibilities, and turned down a job
opportunity that would have provided increased salary and emoluments in
reliance on Lee’s promise of a 1.5% equity interest. In April 2016, Lim gave his
notice, after which he received, for the first time, a draft letter agreement setting
3 forth the terms of his employment, backdated to before his start date. Lim left the
Company on June 20, 2016, with a revised letter confirming his equity ownership
and describing how the number of shares had been calculated. However, Lim
never signed the letter because Lee advised that the Company was forming a
proper employee equity plan that would adjust the number of shares to which Lim
was entitled. Lim reached out several times after his employment ended but never
received the equity interest he had been promised.
Lim filed this action in 2021, alleging breach of contract and unjust
enrichment, and seeking a declaratory judgment of entitlement to the equity
interest. The district court dismissed Lim’s original complaint, ruling that it was
barred by the statute of limitations and, in the alternative, that the breach of
contract claim was barred by the statute of frauds and that the declaratory
judgment and unjust enrichment claims were duplicative of the breach of contract
claim. Lim v. Radish Media, Inc., No. 22-1610, 2023 WL 2440160, at *1 (2d Cir. Mar.
10, 2023). This Court agreed that Lim failed to plead his breach of contract claim
and that all of Lim’s claims were barred by the statute of frauds. Id. at *2. But we
vacated in part because it was unclear whether Lim’s claims were barred by the
statute of limitations, and we remanded for the district court to determine whether
4 amendment would be futile. Id. Lim’s first amended complaint asserted breach
of contract and promissory estoppel claims against Radish Media and an unjust
enrichment claim against Lee. The district court again dismissed the breach of
contract and unjust enrichment claims with prejudice. The promissory estoppel
claim was dismissed on the grounds that the claim was subject to the statute of
frauds and that Lim failed to plead the elements of the claim, but Lim was granted
leave to amend. The SAC alleged only promissory estoppel. The district court
dismissed the SAC, again finding that Lim failed to plead the elements of his
promissory estoppel claim, and denied him leave to amend on futility grounds.
1. Lim appeals the dismissal of his promissory estoppel claim. We review
the district court’s dismissal de novo. Koch v. Christie’s Int’l PLC, 699 F.3d 141, 148
(2d Cir. 2012). Under New York law, a claim for promissory estoppel requires “a
clear and unambiguous promise[,] a reasonable and foreseeable reliance by the
party to whom the promise is made, and an injury sustained by the party asserting
the estoppel by reason of the reliance.” 1 Cyberchron Corp. v. Calldata Systems
Development, Inc., 47 F.3d 39, 44 (2d Cir. 1995). In addition, when a promissory
1 Although Lim cites both New York and California law in his Reply, he confirmed at oral argument that he does not contest the district court’s application of New York law. 5 estoppel claim is subject to the statute of frauds, the injury sustained must be
unconscionable. In re Estate of Hennel, 29 N.Y.3d 487, 489 (2017); see also Cyberchron
Corp., 47 F.3d at 44. (collecting cases). That is, the injury must go “beyond that
which flows naturally (expectation damages) from the non-performance of the
unenforceable agreement.” Merex A.G. v. Fairchild Weston Sys., 29 F.3d 821, 826 (2d
Cir. 1994). Under New York law, contracts or promises that cannot be fully
performed within one year are subject to the statute of frauds. N.Y. General
Obligations Law § 5-701(a)(1).
Lim argues on appeal that his agreement with Lee was not subject to the
statute of frauds because Lee continually renewed his promise that Lim would
receive the equity. However, the allegedly renewed promise was still for equity
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25-1684 Jun Young Lim v. Radish Media, Inc.
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 5th day of February, two thousand twenty-six.
PRESENT: DENNIS JACOBS, GERARD E. LYNCH, RICHARD J. SULLIVAN, Circuit Judges. ------------------------------------------------------------------ JUN YOUNG LIM,
Appellant, v. No. 25-1684
RADISH MEDIA, INC., SEUNG YOON LEE,
Defendants-Appellees,
------------------------------------------------------------------ FOR APPELLANT: JOHN F. OLSEN, The Law Office of John F. Olsen, LLC, Montclair, NJ.
FOR APPELLEE: JAMES D. NELSON, Morgan, Lewis & Bockius LLP, Washington, DC (Leni B. Battaglia, Morgan, Lewis & Bockius LLP, New York, NY, on the brief)
Appeal from the June 10, 2025, judgment of the United States District Court
for the Southern District of New York (Edgardo Ramos, J.).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED,
ADJUDGED, AND DECREED that the judgment of the district court is
AFFIRMED.
Plaintiff-Appellant Jun Young Lim appeals from a judgment of the United
States District Court for the Southern District of New York dismissing his second
amended complaint (“SAC”) for failure to state a claim. Lim claims that
Defendants Radish Media, Inc. and Seung Yoon Lee denied him an equity interest
in Radish Media that he was entitled to based on his employment at Radish Media
and its predecessor company. We assume the parties’ familiarity with the
underlying facts and the record of prior proceedings, to which we refer only as
2 necessary to explain our decision. We also accept as true the allegations in the
SAC.
Lee was the co-founder, chief executive officer, and a major shareholder of
Radish Media’s predecessor company, Byline Media (together the “Company”).
In 2015, Lim agreed to leave his then-current employment to work at Byline Media
as “Head of Product.” Lee and Lim exchanged emails in January 2015 regarding
the terms of Lim’s employment, including a compensation package comprised of
a monthly salary and a 1.2% equity interest in the Company. That equity interest
was to vest over four years, with the first quarter vesting after one year of
employment and 1/48 vesting each month thereafter. Although Lim never
received a formal employment contract, he began working for the Company in
March 2015. Shortly after his arrival, Lim agreed to take on more responsibility
and was promised an increased equity interest of 1.5% of outstanding shares,
subject to the same vesting schedule. Lim stayed at the Company for the next
sixteen months, took on additional responsibilities, and turned down a job
opportunity that would have provided increased salary and emoluments in
reliance on Lee’s promise of a 1.5% equity interest. In April 2016, Lim gave his
notice, after which he received, for the first time, a draft letter agreement setting
3 forth the terms of his employment, backdated to before his start date. Lim left the
Company on June 20, 2016, with a revised letter confirming his equity ownership
and describing how the number of shares had been calculated. However, Lim
never signed the letter because Lee advised that the Company was forming a
proper employee equity plan that would adjust the number of shares to which Lim
was entitled. Lim reached out several times after his employment ended but never
received the equity interest he had been promised.
Lim filed this action in 2021, alleging breach of contract and unjust
enrichment, and seeking a declaratory judgment of entitlement to the equity
interest. The district court dismissed Lim’s original complaint, ruling that it was
barred by the statute of limitations and, in the alternative, that the breach of
contract claim was barred by the statute of frauds and that the declaratory
judgment and unjust enrichment claims were duplicative of the breach of contract
claim. Lim v. Radish Media, Inc., No. 22-1610, 2023 WL 2440160, at *1 (2d Cir. Mar.
10, 2023). This Court agreed that Lim failed to plead his breach of contract claim
and that all of Lim’s claims were barred by the statute of frauds. Id. at *2. But we
vacated in part because it was unclear whether Lim’s claims were barred by the
statute of limitations, and we remanded for the district court to determine whether
4 amendment would be futile. Id. Lim’s first amended complaint asserted breach
of contract and promissory estoppel claims against Radish Media and an unjust
enrichment claim against Lee. The district court again dismissed the breach of
contract and unjust enrichment claims with prejudice. The promissory estoppel
claim was dismissed on the grounds that the claim was subject to the statute of
frauds and that Lim failed to plead the elements of the claim, but Lim was granted
leave to amend. The SAC alleged only promissory estoppel. The district court
dismissed the SAC, again finding that Lim failed to plead the elements of his
promissory estoppel claim, and denied him leave to amend on futility grounds.
1. Lim appeals the dismissal of his promissory estoppel claim. We review
the district court’s dismissal de novo. Koch v. Christie’s Int’l PLC, 699 F.3d 141, 148
(2d Cir. 2012). Under New York law, a claim for promissory estoppel requires “a
clear and unambiguous promise[,] a reasonable and foreseeable reliance by the
party to whom the promise is made, and an injury sustained by the party asserting
the estoppel by reason of the reliance.” 1 Cyberchron Corp. v. Calldata Systems
Development, Inc., 47 F.3d 39, 44 (2d Cir. 1995). In addition, when a promissory
1 Although Lim cites both New York and California law in his Reply, he confirmed at oral argument that he does not contest the district court’s application of New York law. 5 estoppel claim is subject to the statute of frauds, the injury sustained must be
unconscionable. In re Estate of Hennel, 29 N.Y.3d 487, 489 (2017); see also Cyberchron
Corp., 47 F.3d at 44. (collecting cases). That is, the injury must go “beyond that
which flows naturally (expectation damages) from the non-performance of the
unenforceable agreement.” Merex A.G. v. Fairchild Weston Sys., 29 F.3d 821, 826 (2d
Cir. 1994). Under New York law, contracts or promises that cannot be fully
performed within one year are subject to the statute of frauds. N.Y. General
Obligations Law § 5-701(a)(1).
Lim argues on appeal that his agreement with Lee was not subject to the
statute of frauds because Lee continually renewed his promise that Lim would
receive the equity. However, the allegedly renewed promise was still for equity
that could not vest until one year after Lim started his employment, and Lim did
not appeal the district court’s dismissal of the contract claim he included in his
first amended complaint. Therefore, the statute of frauds applies to Lim’s claim,
and, because he alleges only expectation damages, he fails to plead unconscionable
injury. See Merex A.G., 29 F.3d at 826. At oral argument before this Court,
moreover, he declined to identify any unconscionable injury he could claim to
have suffered.
6 Rather than argue that his injury was unconscionable, Lim argues that
unconscionability is a question of fact that cannot be decided on a motion to
dismiss, a proposition for which he cites no binding authority. However, there is
no reason why this Court cannot dismiss a promissory estoppel claim that fails to
plead an essential element. See, e.g., Odonata Ltd. v. Baja 137 LLC, 171 N.Y.S.3d 93,
96 (1st Dept. 2022) (dismissing promissory estoppel claim for failing to adequately
plead unconscionable injury at motion to dismiss); Martin Greenfield Clothiers, Ltd.
v. Brooks Bros. Grp., Inc., 107 N.Y.S.3d 83, 85 (2nd Dept. 2019) (same). Because we
conclude that Lim failed to plead unconscionable injury, we need not consider
whether he failed to plead the remaining elements of his promissory estoppel
claim.
2. Lim argues that the district court improperly denied leave to amend his
complaint a third time. We review a “district court’s denial of a request for leave
to amend for abuse of discretion.” Anderson News, L.L.C. v. Am. Media, Inc., 680
F.3d 162, 185 (2d Cir. 2012). Although leave to amend should be “freely give[n]
. . . when justice so requires,” Fed. R. Civ. P. 15(a), an amendment is futile and
should be not be granted if it “fails to cure prior deficiencies” identified by the
court in a prior ruling, Chunn v. Amtrak, 916 F.3d 204, 208 (2d Cir. 2019) (internal
7 quotation marks omitted). When the district court granted leave to amend the
promissory estoppel claim in Lim’s first amended complaint, it rejected Lim’s
argument that the contract was not barred by the statute of frauds and confirmed
that it would be necessary to plead unconscionable injury. Since Lim nevertheless
failed to plead an unconscionable injury and has identified no amendment that
could cure this deficiency, denial of leave to amend was not an abuse of discretion.
We have considered Lim’s remaining arguments and conclude they are
without merit. Accordingly, we AFFIRM the judgment of the district court.
FOR THE COURT: Catherine O’Hagan Wolfe, Clerk of Court