The opinion of the court was delivered by: William J. Martini, U.S.D.J.:
Plaintiff Leslie Kaplan brings this action against Defendants GreenPoint Global and Sanjay Sharma for breach of an employment agreement. This matter comes before the Court on Plaintiff's motion to amend the complaint, and Defendants' motion to dismiss. There was no oral argument. Fed. R. Civ. P. 78(b). For the reasons set forth below, Plaintiff's motion to amend is GRANTED, and that Defendants' motion to dismiss is GRANTED in part, and DENIED in part.
The following facts are drawn from the Amended Complaint. Plaintiff Leslie Kaplan is a resident of New Jersey who works in the legal services profession. Am. Compl. ¶¶ 8, 11. Defendant GreenPoint, a corporation providing legal outsourcing services to corporations and law firms, maintains its principle place of business in New York. Id. ¶ 7. Defendant Sharma is the founder of GreenPoint and is a resident of New York. Id. ¶ 9.
At some point prior to December 2010, Plaintiff met with the General Manager and Chief Executive Office of GreenPoint, Jackie Karceski, to discuss a potential job opportunity as GreenPoint's Director of Legal Services. Am. Compl. ¶ 12. Thereafter, Plaintiff and Karceski entered into a series of negotiations regarding Plaintiff's compensation package. Id. These negotiations took place in Plaintiff's and Karceski's New Jersey homes, and in New Jersey restaurants. Id. ¶ 17. According to the Amended Complaint, Karceski represented to Plaintiff that, if she accepted a position as GreenPoint's Director of Legal Services, she would earn between $175,000 and $200,000 in 2011. Id. ¶ 14. Karceski also offered Plaintiff a 10% ownership interest in the company, profit sharing, and health benefits. Id. ¶¶ 14-15. At some point during these negotiations, Plaintiff also spoke with Defendant Sharma, who allegedly represented that GreenPoint was ranked as one of the top ten legal outsourcing companies, that GreenPoint worked with forty (40) contract attorneys, and that GreenPoint had at least $600,000 in annual billings. Id. ¶¶ 42-45.
On December 1, 2010, Plaintiff began working as GreenPoint's Director of Legal Services, although no written employment agreement had been signed. Am. Compl. ¶ 10. Plaintiff performed all of her duties from her home office in New Jersey. Id. ¶¶ 19, 51. GreenPoint highly praised Plaintiff for the services she provided. Id. ¶ 37. After she began working at the company, Plaintiff discovered that GreenPoint was not as successful as Sharma had represented: GreenPoint was not ranked as one of the top ten legal outsourcing companies, GreenPoint worked with only 12 contract attorneys, and GreenPoint had no more than $40,000 in annual billings. Id. ¶¶ 42-45.
On December 18, 2010, Plaintiff was presented with a written employment contract reflecting a base salary of $80,000. The written contract did not provide for profit sharing or health benefits, and contained a commission plan that would not provide Plaintiff with the opportunity to earn $175,000 to $200,000 in 2011. Am. Compl. ¶¶ 20-21. Plaintiff sent a mark-up of the contract back to Karceski, who assured Plaintiff that the contract would be revised to reflect the originally negotiated terms. Am. Compl. ¶ 22. Plaintiff continued to work for GreenPoint and, on March 23, 2011, Karceski presented Plaintiff with another contract reflecting a total earning in 2011 of $203,852, and a 10% ownership interest in the company. Am. Compl. ¶ 25. The revised contract was presented to Defendant Sharma, who did not approve it. Am. Compl. ¶ 26. On May 25, 2011, Plaintiff was terminated. Am. Compl. ¶¶ 28, 40, 51.
Once a responsive pleading has been filed, "a party may amend its pleadings only with the opposing party's written consent or the court's leave." Fed. R. Civ. P. 15(a)(2). The Court is to freely grant leave "when justice so requires." Id. The decision to grant a motion to amend a pleading rests in the sound discretion of the district court. Zenith Radio Corp. v. Hazeltine Research Inc., 401 U.S. 321, 330 (1970). Generally, leave to amend should be granted unless there is: (1) undue delay or prejudice; (2) bad faith; (3) dilatory motive; (4) repeated failure to cure deficiencies through previous amendments; or (5) futility. Foman v. Davis, 371 U.S. 178, 182 (1962).
Plaintiff filed a four-count Complaint on August 22, 2011 that included a claim for breach of an oral contract (among other things). On November 21, 2011, Defendants filed the instant motion to dismiss. On January 6, 2011, Plaintiff moved to file a revised, five-count Amended Complaint that included an additional claim for breach of a written contract. Defendants' only argument in opposition to the motion to amend is that the amendment would be futile for the reasons set forth in the previously-filed motion to dismiss. Briefing was completed on both motions on January 31, 2012. Because Defendants rely on the motion to dismiss to show futility, the Court will GRANT the motion to amend, and apply the motion to dismiss to the Amended Complaint.
Federal Rule of Civil Procedure 12(b)(6) provides for the dismissal of a complaint, in whole or in part, if the plaintiff fails to state a claim upon which relief can be granted. The moving party bears the burden of showing that no claim has been stated. Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005). In deciding a motion to dismiss under Rule 12(b)(6), a court must take all allegations in the complaint as true and view them in the light most favorable to the plaintiff. See Warth v. Seldin, 422 U.S. 490, 501 (1975); Trump Hotels & Casino Resorts, Inc. v. Mirage Resorts Inc., 140 F.3d 478, 483 (3d Cir. 1998). Although a complaint need not contain detailed factual allegations, "a plaintiff's obligation to provide the 'grounds' of his 'entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); see also Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009).
In this case, Plaintiff's Amended Complaint asserts five causes of action: (1) breach of oral contract; (2) breach of written contract; (3) quantum meruit; (4) fraudulent inducement; and (5) violation of New Jersey's Wage Payment Law. Defendants have moved to dismiss all but the second claim.*fn1 The parties also dispute whether the law of New Jersey or New York applies. For the reasons set forth below, the Court finds that New Jersey law applies to all of Plaintiff's claims. Applying New Jersey law, the Court finds that Count I should be dismissed without prejudice, ...