Wood v. Mike Bloomberg 2020, Inc. ( 2023 )

22-1023
Wood et al. v. Mike Bloomberg 2020, 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 19th day of September, two thousand twenty-three.
PRESENT:
PIERRE N. LEVAL,
DENNY CHIN,
MYRNA PÉREZ
Circuit Judges.
_____________________________________
Robert Cordova, Jr., individually, Frida Michelle
Naranjo, individually, Robin Ceppos, individually,
Brandi Harris, individually, Josh Fredrickson,
individually, James Kyle Newman, individually
and on behalf all others similarly situated, Madison
Oliver Mays, individually, Jonathan Barrio,
individually, Jesse Weinberg, individually,
Audra Tellez, individually, Alec Silvester,
individually, Nathaniel Robert Groh, individually,
Christine Doczy, individually, Zia Oram, individually
and on behalf all others similarly situated, Elliott
Tricotti, individually, Maria Gonzalez, individually,
Josephine Olinger, individually, Peter Kamara,
individually, Patrick McHugh, individually, Ilse
Mendez Fraga, individually, Caelan Doherty,
individually and on behalf all others similarly situated,
Daniel Smith, individually, Carlos Torres, individually,
Anoosh Yaraghchian, individually, Jason Finkelstein,
individually, Max Goldstein, individually and on
behalf all others similarly situated, Mack Kennedy,
individually, Chris Soth, individually, Jane Conrad,
individually, Joseph Nestor, individually, Lakisha
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Watson-Moore, individually, Theresa Edwards,
individually, Melinda Cirilo, individually,
Rachel Douglas, individually, Cochiese Bowers,
individually, Alan Robinson, individually and
on behalf all others similarly situated, Bridget
Logan, individually and on behalf all others similarly
situated, Garrett Beckenbaugh, individually, Luke
Nicholas, individually, Desmond Batts, individually,
Jesus Zamora, individually, Miles Ceplecha,
individually, Eliza Fink, individually, Paul
Monterosso, individually, Cheryl Baldwin, individually,
Clem Wright, individually, Alexandra Marie
Wheatley-Diaz, individually and on behalf all
others similarly situated, Rey Murphy, individually,
Donna Wood, individually and on behalf all others
similarly situated, Gloria Tyler, individually,
Plaintiffs-Appellants,
v. No. 22-1023 *
Mike Bloomberg 2020, Inc.,
Defendants-Appellees.
_____________________________________
FOR PLAINTIFFS-APPELLANTS: MOIRA HEIGES-GOEPFERT, Outten & Golden
LLP, San Francisco, CA (Justin M. Swartz,
Outten & Golden LLP, New York, NY, on
the brief).
FOR DEFENDANTS-APPELLEES: ELISE M. BLOOM, Proskauer Rose LLP, New
York, NY (Rachel S. Philion, Pinchos
Goldberg, Allison Lynn Martin, Proskauer
Rose LLP, New York, NY; Mark W. Batten,
Proskauer Rose LLP, Boston, MA, on the
brief).
*
The Clerk of Court is respectfully directed to amend the caption as set forth above to reflect that Case No. 22-864
has been severed from this case.
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Appeal from an order of the United States for the Southern District of New York (Laura
Taylor Swain, C.J.).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND
DECREED that the judgment of the district court entered on April 28, 2022 is AFFIRMED.
Plaintiffs-Appellants are fifty former field employees of Michael Bloomberg’s 2020
Presidential Campaign (“Plaintiffs”) who appeal the district court’s dismissal, with prejudice and
without leave to amend, of their fraudulent inducement and promissory estoppel claims against
Michael Bloomberg and Mike Bloomberg 2020, Inc. (the “Campaign,” and, together with
Bloomberg, “Defendants”), a campaign to promote and secure the Democratic presidential
nomination for Bloomberg. 2 Plaintiffs allege that Defendants recruited them to the job by
promising employment through November 2020, but reneged on that promise when the Campaign
dismissed Plaintiffs shortly after Bloomberg withdrew from the race in March of 2020. We review
de novo both the district court’s dismissal under Rule 12(b)(6) and its denial of the request to
amend on the basis of futility. Chambers v. Time Warner, Inc., 282 F.3d 147, 152 (2d Cir. 2002);
Panther Partners Inc. v. Ikanos Commc’ns, Inc., 681 F.3d 114, 119 (2d Cir. 2012). Applying that
standard here, we conclude: (1) Plaintiffs are unable to prove the reasonable reliance required for
their claims because of the at-will nature of their employment agreement, and (2) Plaintiffs would
not be able to survive dismissal even if granted leave to amend. We assume the parties’ familiarity
with the underlying facts, the procedural history, and the issues on appeal, which we reference
only as necessary to explain our decision to affirm.
2
Plaintiffs also asserted claims under the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq. that the district court did
not dismiss and which we consider relevant to this appeal only insofar as Plaintiffs appeal the district court’s
consideration of documents not included with their complaint.
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I. The District Court Properly Relied on Employment Documents
We are first asked to address an evidentiary question. In reaching its decision, the district
court considered offer letters and the employee handbook (including the accompanying
acknowledgement forms recognizing receipt), both of which Plaintiffs had signed but did not
include with their complaint. Wood v. Mike Bloomberg 2020, Inc., No. 1:20-CV-2489-LTS-GWG,
2022 WL 891052, at *3–*4 (S.D.N.Y. Mar. 25, 2022). Plaintiffs unpersuasively argue that the
district court impermissibly considered these documents. Appellants’ Br. at 18–24. Instead,
because the documents are integral to the complaint, our case law makes plain that these documents
may be considered in deciding the motion to dismiss.
Courts in this circuit may consider a document not incorporated into the complaint by
reference as long as certain requirements are met. See DiFolco v. MSNBC Cable L.L.C., 622 F.3d
104, 111 (2d Cir. 2010). The parties here only dispute one requirement: whether “the complaint
‘relies heavily upon [the documents’] terms and effect[s],’ thereby rendering the document[s]
‘integral’ to the complaint.” Id. (quoting Mangiafico v. Blumenthal, 471 F.3d 391, 398 (2d Cir.
2006)).
The entirety of Plaintiffs’ complaint rests on the argument that Defendants were required
to guarantee their employment through November 2020. The only employment agreement
between the parties is memorialized in these documents and Plaintiffs agreed at oral argument that
the documents would necessarily outline the terms of the continued employment. Oral Argument
at 7:42–9:38. They therefore cannot escape the conclusion that the documents are integral to the
complaint. 3 See Int’l Audiotext Network, Inc. v. Am. Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995)
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To the extent Plaintiffs argue that the employee handbook is not integral to the complaint’s allegations concerning
Defendants’ alleged failure to provide proper reimbursements and meal or rest breaks, we disagree for largely the
same reasons discussed by the district court. Wood, 2022 WL 891052, at *4.
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(per curiam) (“‘[W]hen a plaintiff chooses not to attach to the complaint or incorporate by
reference a [document] upon which it solely relies and which is integral to the complaint,’ the court
may nevertheless take the document into consideration in deciding the defendant’s motion to
dismiss, without converting the proceeding to one for summary judgment.” (quoting Cortec Indus.,
Inc. v. Sum Holding L.P., 949 F.2d 42, 47–48 (2d Cir. 1991)); Glob. Network Commc’ns, Inc. v.
City of New York, 458 F.3d 150, 157 (2d Cir. 2006) (“In most instances where this exception is
recognized, the incorporated material is a contract or other legal document containing obligations
upon which the plaintiff’s complaint stands or falls, but which for some reason—usually because
the document, read in its entirety, would undermine the legitimacy of plaintiff’s claim—was not
attached to the complaint.”). Moreover, Plaintiffs’ decision to draft the complaint to avoid
mentioning the offer letter and employee handbook “does not make [the documents] any less
integral to [the] complaint.” Yak v. Bank Brussels Lambert, 252 F.3d 127, 131 (2d Cir. 2001).
II. Plaintiffs Failed to State a Claim Upon Which Relief Can Be Granted
Plaintiffs’ fraudulent inducement and promissory estoppel claims cannot survive the
motion to dismiss. See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 556, 570 (2007). Under New York law, which the parties agree applies
here, to prove both fraudulent inducement and promissory estoppel, Plaintiffs must show that they
reasonably relied on a representation or promise. Bridgestone/Firestone, Inc. v. Recovery Credit
Servs., Inc., 98 F.3d 13, 19 (2d Cir. 1996); Kaye v. Grossman, 202 F.3d 611, 615 (2d Cir. 2000).
We conclude that Plaintiffs could not reasonably rely on the alleged promise and false
representation of “an opportunity to work on the general election in some capacity at some
location, whether as a formal employee of the Campaign or otherwise,” Appellants’ Br. at 56,
because Plaintiffs had an at-will employment arrangement, made explicit in the signed offer letters
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and employee handbook of which Plaintiffs acknowledged receipt. 4 Recasting the continued
employment claim as a “specific opportunity to work on the general election for the ultimate
Democratic nominee” through November 2020, Appellants’ Br. at 40, does not avoid the dooming
at-will language. Under these circumstances, future promises of continued employment cannot be
the basis for Plaintiffs’ fraudulent inducement or promissory estoppel claims. See Smalley v.
Dreyfus Corp., 882 N.E.2d 882, 884 (N.Y. 2008) (affirming dismissal of at-will employees’
fraudulent inducement claims because they cannot reasonably rely on employer’s promise not to
terminate); Berger v. Roosevelt Inv. Grp. Inc., 813 N.Y.S.2d 419, 420 (N.Y. App. Div. 2006)
(“[P]laintiff could not establish reasonable reliance on any alleged misrepresentation of defendant
with respect to the length of his employment, since he was an at-will employee.”); Marino v.
Oakwood Care Ctr., 774 N.Y.S.2d 562, 563 (N.Y. App. Div. 2004) (“[S]ince the plaintiff was
offered only at-will employment, she cannot establish reasonable reliance, a necessary element to
recover damages on theories of fraudulent misrepresentation, negligent representation, and
promissory estoppel.”); Arias v. Women in Need, Inc., 712 N.Y.S.2d 103, 103 (N.Y. App. Div.
2000) (“Plaintiff could not establish the reasonable reliance element since the offered employment
was at-will.”).
Plaintiffs also cannot maintain that Defendants modified their at-will status by an oral
contractual promise to provide continued employment until November 2020. The written contract
of employment does not permit oral modification. Plaintiffs’ written offer letters, confidentiality
agreements attached to the offer letters, and the employee handbook each prescribe that Plaintiffs
4
The offer letter states, “[t]he nature of your employment at the [Campaign] is and will continue to be ‘at will,’ as
defined by applicable law, meaning that either we or you may terminate your employment at any time, with or without
notice and with or without cause, for any reason or for no reason.” JA 378. The employee handbook states, “[y]our
employment with the [Campaign] is ‘at will,’ which means that it is for no definite period of time, and may be
terminated at any time by either you or the [Campaign], with or without cause, notice or procedural requirements.”
JA 1119.
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are at-will employees and each adds an explicit no-oral-modification clause referring particularly
to the terms of employment. Plaintiffs’ offer letters, for instance, provide that the nature of
Plaintiff’s employment is “at-will” and “[n]o statement varying any of the terms of this offer letter
shall be enforceable unless set forth in a writing signed by a duly authorized officer of the
Organization.” Appellee’s Br. at 4–5. Each of the Plaintiffs’ employment contracts reiterates
employees’ at-will status and contains a no-oral-modification clause.
New York law provides that “[a] written agreement . . . which contains a provision to the
effect that it cannot be changed orally, cannot be changed by an executory agreement unless such
executory agreement is in writing and signed by the party against whom enforcement of the change
is sought or by his agent.” N.Y. Gen. Oblig. Law § 15–301(1) (McKinney 2023). We recognize
that New York law provides two limited exceptions to the effectiveness of no-oral-modification
clauses. (1) First, a court may enforce an oral modification “when there has been a partial
performance of the agreement to modify[.]” Towers Charter & Marine Corp. v. Cadillac Ins. Co.,
894 F.2d 516, 522 (2d Cir. 1990). (2) “Second, when one party has induced the other party to rely
on an oral modification, the first party may be equitably estopped from invoking the requirement
that any modification be in writing.” Id.The two exceptions are applicable only if the conduct resulting from oral modification is
“unequivocally referable to the oral modification.” Id. (quoting Rose v. Spa Realty Assocs., 366
N.E.2d 1279, 1283 (N.Y. 1977)). Said another way, “for either exception to apply, the conduct
claimed to have resulted from the oral modification must be conduct that is inconsistent with the
agreement as written.” Id. These exceptions are inapplicable as to Plaintiffs.
Although Plaintiffs allege that they took action as a consequence of the promise of
continued employment until November 2020, they point to no conduct that is “unequivocally
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referable to the oral modification” or that is “inconsistent with the agreement as written.” Id.(concluding that plaintiff’s “reliance on alleged oral modifications and waivers was foreclosed as
a matter of law” because he “pointed to no conduct that could have been considered unequivocally
referable to the alleged modifications”). For instance, Plaintiffs assert that, as a consequence of
the oral modification, they “left jobs and school programs, forwent other economic opportunities,
and in some cases moved to a new city to work for the Campaign.” Appellants’ Br. at 1–2. But
they point to no conduct that was “inconsistent with the agreement as written.” Each Plaintiff
could have undertaken the same conduct due to their offer of at-will employment with the
Campaign. Consequently, partial performance and equitable estoppel cannot justify enforcement
of oral modification of Plaintiffs’ contracts.
III. The District Court Properly Denied Leave to Amend
We conclude that the district court did not err in dismissing Plaintiffs’ claims without
granting the right to replead.
“When the denial of leave to amend is based on a determination that amendment would be
futile, a reviewing court conducts a de novo review.” Rukoro v. Federal Republic of Germany,
976 F.3d 218, 227–28 (2d Cir. 2020) (quoting Eastman Kodak Co. v. Henry Bath, LLC, 936 F.3d
86, 98 (2d Cir. 2019)). “Futility is a determination, as a matter of law, that proposed amendments
would fail to cure prior deficiencies or to state a claim under Rule 12(b)(6) of the Federal Rules of
Civil Procedure.” Panther Partners Inc., 681 F.3d at 119.
When the district court dismissed the case, Plaintiffs had already filed two amended
complaints. Though they claim that the third amended complaint would include additional
allegations that could cure potential defects, Plaintiffs do not propose additional allegations to
overcome the defects discussed above. Nor do we find that Plaintiffs would be able to amend their
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complaint to survive dismissal where there is no basis in law for their being able to show
reasonable reliance on the alleged representations. See id.We have considered Plaintiffs’ remaining arguments and found them to be without merit.
Accordingly, we AFFIRM the judgment of the district court.
FOR THE COURT:
Catherine O’Hagan Wolfe, Clerk of Court
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