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Sally White v. Smiths Detection

April 15, 2011


The opinion of the court was delivered by: Chesler, District Judge



This matter comes before the Court upon the motions to dismiss the First Amended Complaint ("FAC" or "Complaint") [docket entry no. 34] filed by Defendant Smiths Group, plc ("Smiths Group") [docket entry no. 39], Defendant Philip Bowman [docket entry no. 41], and Defendants Smiths Detection, Inc. ("Smiths Detection") Brian Bark, Penny Boyko, Christopher Gane, and Stephen Phipson [docket entry no. 44]. Plaintiff has opposed the motions [docket item nos. 49 and 50]. The Court requested, and the parties provided, supplemental briefing regarding whether "constructive discharge" can be applied to breach of contract claims under New Jersey law and whether an employee terminated prior to the end of the term of her employment contract is entitled to recover anything beyond the compensation she would have received under the contract through the end of its term. The Court heard oral argument on the motions on March 14, 2010. For the reasons discussed below, the Court grants in part and denies in part the motions to dismiss.


Plaintiff filed this workplace retaliation and gender discrimination action in this Court on August 9, 2010. The Complaint before the Court asserts state law causes of action. The Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332 (diversity jurisdiction). Based on the allegations of the Complaint, and assuming their truth for purposes of this motion only, the Court summarizes the factual background as follows:

The Defendant Smiths Detection is in the business of chemical, biological, radiological, nuclear, explosive detection systems and in this capacity works with a number of government agencies. Plaintiff was employed by Smiths Group plc for 17 years. Plaintiff's employment was governed by a contract, dated March 30, 2002, stating that either she or the company could terminate her employment for any reasons upon six months' notice. (FAC, Ex. A). In June 2010, Defendant Gane informed Plaintiff that she would move from the Level 3 position of Vice President of Global Services to the lower Level 5 position of Director of Conventional X-Ray. In her new position, Plaintiff would have reported to a Vice President of the Americas Military Programs instead of the Chief Operating Officer of Smiths Detection as she had as VP of Global Services. In addition, as Director of Conventional X-Ray, she would supervise far fewer employees than she had in her previous position.

Rather than accept the new placement, Plaintiff sent a letter of resignation providing six months notice, as was required under her employment contract. Defendants accepted her resignation and informed her that she need not return to work during the six-month contractual notice period. Plaintiff was nonetheless fully compensated during the notice period. Six weeks following her resignation, Defendants offered to reinstate Plaintiff to her former position; Plaintiff did not accept.


A. Standard of Review

A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) may be granted only if, accepting all well-pleaded allegations in the complaint as true and viewing them in the light most favorable to the plaintiff, a court finds that plaintiff's claims have facial plausibility. Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1965 (2007). This means that the Complaint must contain sufficient factual allegations to raise a right to relief above the speculative level, assuming the factual allegations are true. Id. at 1965; Phillips v. Cnty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). The Supreme Court has made clear that "a formulaic recitation of the elements of a cause of action will not do." Twombly, 127 S.Ct. at 1964-65; see also Ashcroft v. Iqbal, 129 S.Ct. 1937, 1950 (2009) ("While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.").

In evaluating a Rule 12(b)(6) motion to dismiss for failure to state a claim, a court may consider only the complaint, exhibits attached to the complaint, matters of public record, and undisputedly authentic documents if the complainant's claims are based upon those documents. See Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993). The issue before the Court "is not whether plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence in support of the claims." In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1420 (3d Cir. 1997) (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)).

B. Implied Breach of Contract

Plaintiff argues that Smiths Group's Code of Business Ethics ("Code") constituted an implied contract. This claim is untenable. The Code was a widely disseminated policy that Plaintiff asserts employees reasonably expected was an implied contract. (FAC at ΒΆΒΆ 48, 57). Because Plaintiff had a separate written agreement stating that her employment could be terminated by either side for any reason, the Code does not create any additional contractual obligations, implied or otherwise. Schlichtig v. Inacom Corp., 271 F. Supp. 2d 59, 604 (D.N.J. 2003) ("[W]here an employee has executed a separate written contract in which [s]he has expressly agreed that [her] employment can be terminated 'at-will,' it is that agreement, and not the disciplinary policies and termination procedures of [her] employer's policy manual or handbook, which establishes the employee's reasonable expectations concerning the nature of [her] employment ...

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