Opinion
1:19-cv-10274 (AJN) (SDA)
01-22-2021
Quincy Magee, Plaintiff, v. The Walt Disney Company, et al., Defendants.
TO THE HONORABLE ALISON J. NATHAN, UNITED STATES DISTRICT JUDGE:
REPORT AND RECOMMENDATION
STEWART D. AARON, UNITED STATES MAGISTRATE JUDGE.
Pending before the Court is Defendants' motion to dismiss Plaintiff's Amended Complaint. (Defs.' Mot., ECF No. 102.) For the reasons set forth below, I respectfully recommend that Defendants' motion be GRANTED and that this action be dismissed with prejudice.
PROCEDURAL HISTORY
On June 30, 2020, I issued a Report and Recommendation (“R&R”) in this case in which I recommended, in relevant part, that Defendants' motion for judgment on the pleadings be granted and that the Complaint be dismissed, but that Plaintiff be given leave to replead. (6/30/20 R&R, ECF No. 56, at 13.) On October 13, 2020, District Judge Nathan adopted my R&R in full and granted Plaintiff leave to file an amended pleading. (10/13/20 Mem. Op. & Order, ECF No. 86, at 9.) On December 23, 2020, Plaintiff filed his Amended Complaint (Am. Compl., ECF No. 101), which is the subject of Defendants' pending motion to dismiss. On January 7, 2021, Judge Nathan referred Defendants' motion to dismiss to me for a report and recommendation. (See Am. Order of Ref., ECF No. 103.)
FACTUAL BACKGROUND
Familiarity with my prior R&R, which sets forth the background of this case (see 6/30/20 R&R at 1-6), is presumed. In summary, Plaintiff, Quincy Magee (“Magee” or “Plaintiff”), is a former employee of American Broadcasting Companies, Inc. (“ABC”), a wholly owned subsidiary of The Walt Disney Company (“Disney”). In his Amended Complaint, as in his Complaint, Magee alleges that Defendants breached a November 4, 2014 Agreement that he entered into with ABC at the time that he resigned his employment. (See Am. Compl. at 4.)
The Amended Complaint erroneously refers to ABC as “The American Broadcasting Company.”
ABC and Disney, which are the named defendants in this case, collectively are referred to herein as “Defendants.”
In the pro se complaint form that Magee filed as his amended complaint, he erroneously stated that the agreement was dated 11/21/2020. (See Am. Compl. at 4.) However, Magee includes a copy of the actual agreement, which is dated November 4, 2014, as part of his Amended Complaint. (See ECF No. 101-1 at 5-8.) The November 4, 2014 Agreement is referred to herein as the “11/4/14 Agreement.”
The Court cites to the ECF pagination of the Amended Complaint and its attachments.
Paragraph 8(a) of the 11/4/14 Agreement contains a broad release, as follows:
In consideration for the Company's agreement to provide you with certain of the sums and benefits set forth herein, you, on behalf of yourself and your heirs, representatives and assigns, hereby release and discharge ABC, its parent companies, and all of its or their subsidiaries and divisions, and all of the respective current and former directors, officers, shareholders, successors, agents, attorneys, representatives and employees of each (“released parties”), of and from any and all claims you ever had, now have, or may in the future assert regarding any matter arising from the beginning of time to the effective date of this Agreement, including, without limitation, all claims regarding your employment with or separation from ABC, any claims for equitable relief or recovery of monies or damages, any contract claim (express or implied), any tort claim, any claim for wages or benefits (including, but not limited to, any claim under the Employee Retirement Income Security Act), any claim for breach of a fair employment practice law (including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, The Americans With Disabilities Act of 1990, the Family and Medical Leave Act, the New York State Human Rights Law, and the New York City Human Rights Ordinance) and any violation of any other local, state or federal law, ordinance, regulation or statute (“released claims”). You further agree not to initiate any claim, arbitration, suit, action, charge, complaint, grievance, investigation or other proceeding against the released parties. Notwithstanding the foregoing, you shall retain all rights to the song “We Always Been Cool” and, in the event that the Company elects to use this song, the Company shall enter into negotiations with you regarding the rights for this song.(11/4/14 Agreement ¶ 8(a).)
LEGAL STANDARDS
I. Rule 12(b)(6)
In deciding a Rule 12(b)(6) motion to dismiss, the Court applies a “plausibility standard, ” which is guided by “[t]wo working principles.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007)); accord Harris v. Mills, 572 F.3d 66, 71-72 (2d Cir. 2009). First, although the Court must accept all allegations as true, this “tenet” is “inapplicable to legal conclusions;” thus, “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678; accord Harris, 572 F.3d at 72. Second, only complaints that state a “plausible claim for relief” can survive a Rule 12(b)(6) motion to dismiss. Iqbal, 556 U.S. at 679. Determining whether a complaint does so is “a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id.; accord Harris, 572 F.3d at 72.
Here, the Amended Complaint was filed by a pro se litigant. “A document filed pro se is ‘to be liberally construed,' . . . and ‘a pro se complaint, however inartfully pleaded, must be held to less stringent standards than formal pleadings drafted by lawyers.'” Erickson v. Pardus, 551 U.S. 89, 94 (2007) (citations omitted).
II. Breach Of Contract Under New York Law
“Under New York law, there are four elements to a breach of contract claim: ‘(1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.'” Ellington Credit Fund, Ltd. v. Select Portfolio Servicing, Inc., 837 F.Supp.2d 162, 188 (S.D.N.Y. 2011) (citing Harsco Corp. v. Segui, 91 F.3d 337, 348 (2d Cir. 1996)). To plead these elements “a plaintiff must identify what provisions of the contract were breached as a result of the acts at issue.” Wolff v. Rare Medium, Inc., 171 F.Supp.2d 354, 358 (S.D.N.Y. 2001). “Stating in a conclusory manner that an agreement was breached does not sustain a claim of breach of contract.” Berman v. Sugo L.L.C., 580 F.Supp.2d 191, 202 (S.D.N.Y. 2008) (citation omitted). “In determining a party's obligations under a contract, ‘the initial interpretation of a contract is a matter of law for the court to decide.'” Ellington Credit Fund, Ltd., 837 F.Supp.2d at 189 (citation omitted).
DISCUSSION
I. Breach Of Contract Claims
In his Amended Complaint, Plaintiff alleges that Defendants breached Paragraphs 2, 3, 8 and 12 of the 11/4/14 Agreement. (See Am. Compl. at 7.) The Court addresses each of these arguments in turn.
A. Paragraph 2
Plaintiff contends, as in his initial Complaint in this action, that he has not received all the monies to which he is entitled under the 11/4/14 Agreement, including “revenue from content which he contributed[.]” (Am. Compl at 7, ¶ 3.) However, Plaintiff still has not identified “any portion of the [11/4/14 Agreement] that entitles him to any specific payments.” (See 10/13/20 Mem. Op. & Order at 6.) Moreover, as the Court previously held, “[i]n the face of the [11/4/14 Agreement's] plain language, Magee's allegation that it entitles him to billions of dollars for unspecified contributions to Disney films does not state a claim for relief that is plausible on its face.” (Id.) Thus, I find that Plaintiff does not plausibly allege a breach of Paragraph 2 of the 11/4/14 Agreement.
B. Paragraph 3
Plaintiff alleges that Walt Disney “did not maintain [a] life insurance policy” for him “as stated in [P]aragraph 3” of the 11/4/14 Agreement and that he was “not permitted to purchase a life insurance policy” as demonstrated by a denial letter from the insurance carrier AIG. (Am. Compl. at 7, ¶ 4; see also Pl.'s Obj. to Mot. to Dismiss, ECF No. 105, at 1.)
Paragraph 3 of the 11/4/14 Agreement states that Plaintiff's “life insurance coverage shall end on the separation date, ” which was November 28, 2014. (11/4/14 Agmt. ¶ 3.) Thus, Plaintiff cannot state a claim for breach based on Disney's alleged failure to maintain a life insurance policy for him after that date. Paragraph 3 also states that Plaintiff “shall be eligible to convert [his life insurance] coverage to an individual policy at the insurance carrier's prevailing rates.” (See id.) Plaintiff argues that Defendants breached this provision because he was denied life insurance coverage by AIG on October 4, 2019. (See AIG Letter, ECF No. 101-1, at 16.) The AIG denial letter, however, is dated five years after the date of the Agreement and, thus, does not support Plaintiff's claim that he was not eligible to convert his policy in 2014. Indeed, the letter refers to “coverage that may have been available under a Limited Temporary Life lnsurance Agreement” and states that such coverage was “no longer in force.” (See id.) Thus, Plaintiff has failed to plausibly allege a breach by Defendants of Paragraph 3 of the 11/4/14 Agreement.
C. Paragraph 8
Plaintiff alleges that Defendants breached Paragraph 8 of the 11/4/14 Agreement in at least three ways. First, Plaintiff alleges that Defendants breached Paragraph 8 by acquiring 20th Century Fox in March 2019, in circumstances where Plaintiff “claims rights” in certain content owned by 20th Century Fox, including “Murder on the Orient Express, ” “X-Men First Class” and “The Post.” (Am. Compl. at 7, ¶ 1.) However, even assuming that Plaintiff had “rights” in content owned by 20th Century Fox, Plaintiff points to nothing in the 11/4/14 Agreement that prohibited Defendants from making corporate acquisitions. Plaintiff appears to contend that the “mutual release” in Section 8 prohibits Disney from claiming property in which he has rights and that the release was somehow used to “negotiate or compel” the acquisition such that he should be compensated for his “cooperation” under Paragraph 12. (Am. Compl. at 7, ¶ 1.) As the Court previously held, the Agreement reserves Plaintiff's rights only in the single song “We Always Been Cool” and only contemplates payments for his cooperation with “administrative, judicial or collective bargaining proceedings against the company.” (10/13/20 Mem. Op. & Order at 7.) Thus, Plaintiff has not stated a breach of contract claim based on the acquisition.
Second, Plaintiff alleges that Defendants breached Paragraph 8 “due to unauthorized surveillance of Quincy Magee, which he reported to the FBI and Police and in previous filings[.]” (Am. Compl. at 7, ¶ 2.) Even assuming these allegations are true, they do not state a claim for breach of Paragraph 8, which contains only the broad release language quoted previously.
Third, Plaintiff alleges that Defendants “did not fulfill [their] obligation to negotiate usage rights as stated in Paragraph 8.” (Am. Compl. at 7, ¶ 7.) However, Paragraph 8 contains no provision obligating Defendants to negotiate usage rights writ large. Plaintiff contends that Defendants had an obligation to negotiate regarding all his works, but the plain language of the Agreement states otherwise. As Judge Nathan previously found, the 11/4/14 Agreement “includes a waiver of all claims against ABC and reserves Magee's rights in only the single song, ‘We Always Been Cool.'” (10/13/20 Mem. Op. & Order at 7.) Because Plaintiff has not alleged that Defendants used the song “We Always Been Cool” without negotiating with him, he has not plausibly alleged a breach of contract claim on this basis.
Plaintiff also alleges that Defendants engaged in improper conduct, such as harassment and unauthorized surveillance, that he contends nullifies the release contained in Paragraph 8. (Am. Compl. at 7, ¶ 5, 6.) Even if such allegations were true, they are unrelated to the 11/4/14 Agreement and thus have no effect on its validity. Plaintiff also argues that the release provision in Section 8(a) is void due to economic duress. (Am. Compl. at 7, ¶ 5; see also id. at 1.) However, any challenge to the validity of the Agreement cannot be limited to Paragraph 8. As the Court previously stated in its prior R&R in this case, if the Agreement were to be voided as having been the product of duress, Plaintiff would have no claims under the Agreement. (6/30/20 R&R at 11 n.8.)
In any event, Plaintiff has not plausibly alleged duress. To prove economic duress, a party seeking to void a contract must plausibly plead that the release in question was procured by (1) “a threat, (2) which was unlawfully made, and (3) caused involuntary acceptance of contract terms, (4) because the circumstances permitted no other alternative.” Kramer v. Vendome Grp. LLC, No. 11-CV-05245 (RJS), 2012 WL 4841310, at *6 (S.D.N.Y. Oct. 4, 2012). The fact that Plaintiff “may have felt pressure to sign” the Agreement “given [his] financial constraints” is insufficient to prove duress because that pressure was not caused by Defendants. Id.; see also Mandavia v. Columbia Univ., 912 F.Supp.2d 119, 127 (S.D.N.Y. 2012), aff'd, 556 Fed.Appx. 56 (2d Cir. 2014) (“Mere hard bargaining positions, if lawful, and the press of financial circumstances, not caused by the defendant, will not be deemed duress.”) (internal citation and quotation marks omitted).
D. Paragraph 12
Plaintiff reiterates his conclusory allegation that Defendants did not compensate him for his cooperation as required by Paragraph 12. (Am. Compl. at 9.) Plaintiff argues that his work is a “type of cooperation for which [he] is due compensation.” (Id.) This argument is foreclosed by the plain language of the Agreement, which contemplates payments only for his cooperation with “administrative, judicial or collective bargaining proceedings against the company.” (See 10/13/20 Mem. Op. & Order at 7.) Accordingly, Plaintiff has not stated a breach of contract claim based on Paragraph 12 of the 11/4/14 Agreement.
II. Plaintiff's Remaining Allegations
The Amended Complaint includes various allegations of wrongdoing by Defendants, including allegations of discrimination and harassment. (Id. at 9-11.) Plaintiff does not appear to assert separate claims on these grounds. Instead, Plaintiff seems to suggest that this alleged conduct should nullify the release provision contained in Paragraph 8(a) of the 11/4/14 Agreement while simultaneously allowing him to assert breach of contract claims based on the Agreement. For the reasons set forth above, that argument fails. Even if Plaintiff sought to assert separate claims based on alleged discrimination or harassment, any claims based on conduct that occurred prior to November 28, 2014, the effective date of the Agreement, are barred by the Agreement. (11/4/14 Agmt. ¶ 8(a).) For these reasons, the Court finds that the Amended Complaint fails to plausibly allege any non-contract claims.
Finally, Plaintiff alleges that he “did not have an opportunity to review the [11/4/14 Agreement] with counsel under personal retainer.” (Am. Compl. at 7, ¶ 8.) To the extent Plaintiff intends to assert a breach of contract claim on this basis, Plaintiff has failed to point to any provision of the 11/4/14 Agreement that was breached by Defendants related to his opportunity to secure counsel. Plaintiff also fails to plausibly allege duress on this ground. The Court notes that Paragraph 13 of the 11/4/14 Agreement recommended, in bold font and capital letters, that Plaintiff consult with an attorney before signing the document. (See 11/4/14 Agmt. ¶ 13.) In any event, once again, if Plaintiff were successful in arguing that the Agreement should be voided, he would have no claims under the Agreement.
“In New York, ‘[a] contract is voidable on the ground of duress when it is established that the party making the claim was forced to agree to it by means of a wrongful threat precluding the exercise of his free will.'” Doe v. Kogut, 759 Fed.Appx. 77, 81 (2d Cir. 2019) (quoting Austin Instrument, Inc. v. Loral Corp., 29 N.Y.2d 124, 130 (1971)).
In sum, even construing the Amended Complaint most liberally, I find that it does not state a plausible claim for relief. Accordingly, I respectfully recommend that the Court grant Defendants' motion to dismiss the Amended Complaint.
III. Leave To Amend
In her Opinion and Order dismissing Plaintiff's initial Complaint in this action, Judge Nathan stated that she was “mindful of the burden and expense that Magee's suits have imposed on the defendants, ” and warned him that she was “unlikely to grant Magee a third attempt if his amended complaint is again deficient.” (10/13/20 Mem. Op. & Order at 7.) Since Plaintiff already has been given leave to amend once in this case (and once before by Judge McMahon in the prior action), I recommend that Plaintiff not be given any further leave to amend. See Alsaifullah v. Travis, 160 F.Supp.2d 417, 421 (E.D.N.Y. 2001) (“[A]s the Amended Complaint, by definition, provided plaintiff a second chance to sufficiently plead the facts supporting this action, the court will not permit Plaintiff to replead.”). For these reasons, I recommend that the dismissal be with prejudice.
Prior to this action being commenced, Magee had filed a complaint in an earlier action that was dismissed by Chief Judge McMahon because his first complaint was deficient and he failed to file an amended pleading in that earlier action. (See 6/30/20 R&R at 3-4.)
CONCLUSION
For the foregoing reasons, I respectfully recommend that Defendants' motion to dismiss the Amended Complaint be GRANTED and that this action be dismissed with prejudice.
SO ORDERED.
NOTICE OF PROCEDURE FOR FILING OBJECTIONS TO THIS REPORT AND RECOMMENDATION
The parties shall have fourteen (14) days (including weekends and holidays) from service of this Report and Recommendation to file written objections pursuant to 28 U.S.C. § 636(b)(1) and Rule 72(b) of the Federal Rules of Civil Procedure. See also Fed. R. Civ. P. 6(a), (d) (adding three additional days when service is made under Fed.R.Civ.P. 5(b)(2)(C), (D) or (F)). A party may respond to another party's objections within fourteen days after being served with a copy. Fed.R.Civ.P. 72(b)(2). Such objections, and any response to objections, shall be filed with the Clerk of the Court. See 28 U.S.C. § 636(b)(1); Fed.R.Civ.P. 6(a), 6(d), 72(b). Any requests for an extension of time for filing objections must be addressed to Judge Nathan.
THE FAILURE TO OBJECT WITHIN FOURTEEN (14) DAYS WILL RESULT IN A WAIVER OF OBJECTIONS AND WILL PRECLUDE APPELLATE REVIEW. See 28 U.S.C. § 636(b)(1); Fed.R.Civ.P. 6(a), 6(d), 72(b); Thomas v. Arn, 474 U.S. 140 (1985).