Opinion
2013-11-12
Nicholas KIM, Plaintiff, v. CAPITAL MARKETS PLACEMENT, LLC, Defendant.
D. Sam Han, Esq., New York, for Plaintiff Nicholas Kim. Adam Sanders, Esq., Sanders Long LLP, New York, for Defendant Capital Markets Placement, LLC.
D. Sam Han, Esq., New York, for Plaintiff Nicholas Kim. Adam Sanders, Esq., Sanders Long LLP, New York, for Defendant Capital Markets Placement, LLC.
JAMES E. D'AUGUSTE, J.
Plaintiff Nicholas Kim has filed a motion to dismiss Defendant Capital Markets Placement, LLC's (“Capital Markets”) counterclaim premised upon (1) documentary evidence, (2) a failure state a cause of action and, in the alternative, (3) a failure to join a necessary party.
Kim was a Capital Markets at-will employee placed as a consultant with Western Management Company (“Western Management”). Kim's employment contract with Capital Markets contained no restrictive covenant, such as a non-competition or non-circumvent provision, and allowed for relatively short notice of an intention to terminate the agreement by either party. After Kim exercised his right of termination, Capital Markets “stopped payment” on a paycheck and refused to pay outstanding wages. When Kim sued for his unpaid wages, Capital Markets asserted counter claims relating to Kim commencing work directly with Western Management because the company allegedly reneged on an option to hire fee contained in a separate contract between those two companies.
Litigation between Capital Markets and Western Management relating to the option to hire fee has apparently been settled.
Capital Market's counter claims are dismissed as either failing to state a cause of action or refuted by the documentary evidence. In the absence of a restrictive covenant, Kim had the legal right to terminate his employment with Capital Markets and undertake direct employment with Western Management. The agreement contained a merger clause providing that the document contained all of the parties' obligations to each other. Based upon the foregoing, Capital Markets' efforts to essentially write into the employment agreement a restrictive convent in the guise, for instance, of an implied covenant is rejected as being without merit. This is particularly true since Capital Markets was sufficiently on notice of the possibility of Kim commencing direct employment with Western Management and it incorporated an option to hire fee into its agreement with that company.
Torres v. D'Alesso, 80 A.D.3d 46, 53, 910 N.Y.S.2d 1 (1st Dep't 2010) (“ Merger clauses are not mere boilerplate. They provide further protection for the interests of certainty and finality.”) (emphasis in original).
Vermont Teddy Bear Co., Inc. v. 538 Madison Realty Co., 1 N.Y.3d 470, 475, 775 N.Y.S.2d 765, 807 N.E.2d 876 (2004) (“When interpreting contracts, we have repeatedly applied the familiar and eminently sensible proposition of law [ ] that, when parties set down their agreement in a clear, complete document, their writing should ... be enforced according to its terms.”) (internal quotations and citations omitted).
Reiss v. Financial Performance Corp., 97 N.Y.2d 195, 199, 738 N.Y.S.2d 658, 764 N.E.2d 958 (2001) (“this Court will not imply a term where the circumstances surrounding the formation of the contract indicate that the parties, when the contract was made, must have foreseen the contingency at issue and the agreement can be enforced according to its terms.”) (citations omitted).
As the Court dismisses the counter-claims on their merits, it need not reach Kim's alternate argument that Capital Markets failed to join Western Management, a putative necessary party.
This constitutes the decision and order of the Court. The Clerk is directed to enter judgment dismissing Capital Markets' counter claims with prejudice.