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Kaplan v. Greenpoint Global

United States District Court, D. New Jersey

September 25, 2014

LESLIE KAPLAN, Plaintiff,
v.
GREENPOINT GLOBAL, et al., Defendants.

OPINION

WILLIAM J. MARTINI, District Judge.

Plaintiff Leslie Kaplan filed this action against Defendants Greenpoint Global ("Greenpoint") and Sanjay Sharma alleging several state-law claims arising from Kaplan's six-month employment with Greenpoint. The Second Amended Complaint essentially alleges that Defendants breached an oral agreement to pay Kaplan $200, 000 a year and made numerous misrepresentations about Greenpoint's business capabilities and financial condition. This matter comes before the Court on Defendants' motion for summary judgment under Federal Rule of Civil Procedure 56. There was no oral argument. Fed.R.Civ.P. 78(b). For the reasons set forth below, Defendants' motion is DENIED.

I. BACKGROUND

The following facts are undisputed.[1] Defendant Greenpoint provides legal services to companies, law firms, and private individuals. Defendant Sanjay Sharma is Greenpoint's founder. Pl.'s Supp. R. 56.1 Stmt ("Pl.'s Supp. Stmt") ¶ 24, ECF No. 80-1. Plaintiff Kaplan worked for Greenpoint from December 1, 2010 until her employment was terminated on May 25, 2011. D.'s R. 56.1 Stmt ¶ 17, ECF No. 77.

Prior to working for Greenpoint, Kaplan worked for Thomson Reuters ("Thomson") for about 17 years, from 1991until she was laid off in December 2008. D.'s R. 56.1 Stmt ¶ 14. She held a senior executive position at the time she was let go from Thomson. D's R. 56.1 Stmt ¶ 11. During her last four years at Thomson she earned an average yearly salary of $236, 885.16. Pl.'s Supp. Stmt ¶ 3, ECF No. 80-1. With the exception of a six month stint with Epiq Systems, Kaplan was unemployed from the time she was let go from Thomson until she started at Greenpoint. Pl.'s Supp. Stmt ¶¶ 7-8.

In the fall of 2010, Kaplan began talks with Greenpoint's CEO, Jacklyn Karceski, about joining the company as a sales executive. D.'s R. 56.1 Stmt ¶ 21. Karceski recalled that, during their first discussion, Kaplan stated that her prior compensation had been "in the 200-plus range" and that she sought to earn comparable compensation at Greenpoint. Certification of Andrew M. Moskowitz ("Moskowitz Cert.") Ex. C 79:12-23, ECF No. 80-4. Karceski testified that her response was that "[she] believ[ed] that [Kaplan] could if we were able to sell the revenue figures." Moskowitz Cert. Ex. C 79:21-80:1. Kaplan characterized the interaction similarly, stating that she told Karceski "I've had a very successful career with Thomson Reuters and my income varied, but I've been averaging $250, 000 a year and I'm looking for that again. I realize that I might not start there, but I need to know that I can make that kind of money again and I wouldn't consider anything that didn't offer me that." Moskowitz Cert. Ex. A 19:2-14. Kaplan claims that Karceski's response was, "That's fine. That's in line with what our expectations are." Moskowitz Cert. Ex. A ¶ 19:20-23.

In early November 2010, Karceski provided Kaplan with documents providing an overview of Greenpoint. Moskowitz Cert. Ex. E. The documents contained several statements that Kaplan characterizes as misleading. For instance, the documents listed 9 Mead Pond Road, Rye, New York as Greenpoint's New York headquarters. Moskowitz Cert. Ex. E, at E-2. However, 9 Mead Point Lane is not an office building; it is Defendant Sharma's residence. Moskowitz Cert. Ex. C 91:2-24. The documents also describe Greenpoint's infrastructure in Israel as including "230 seats (2 shifts)" and "120 [p]rofessionals, including 40 [a]ttorneys." Moskowitz Cert. Ex. E, at E-9. However, Karceski testified that, at the time she sent the documents to Kaplan, Greenpoint did not employ 40 full-time attorneys. Moskowitz Cert. Ex. C 93:14-22. Moreover, according to Karceski, the 120 professionals referenced in the documents consisted of "individuals who worked on projects, they were either part-time, full-time or contract staff." Moskowitz Cert. Ex. C 94:3-8. Mikki Dorn, Greenpoint's COO from May 2009 to August 2011, testified that Greenpoint had only six or seven full-time employees in Israel. Moskowitz Cert. Ex. F 4:21-23, 6:6-7, 15:12-16:2. Only one of these full-time employees was an attorney. Moskowitz Cert. Ex F 13:8-23. The rest of the employees in Israel "were temporary, in and out... utilized on an as needed' basis." Moskowitz Cert. Ex. F 13:23-25, 16:7-8. Finally, the presentation states that "[a]ll new hires must pass a test for subject matter expertise." Moskowitz Cert. Ex. E, at E-24. When asked whether a test did in fact exist, Karceski stated "A test could be a review of the people's experience, and a verbal test as opposed to a written test, my understanding was that Ms. Dorn and Ms. Tsemach and Ms. Weed and Mr. Lauer did reviews of the attorneys where they asked questions." Moskowitz Cert. Ex. C 98:20-100:3. Dorn testified that she was not aware of any subject matter expertise test. Moskowitz Cert Ex. F 18:11-13.

In late October, Kaplan met with Karceski about her application. D.'s R. 56.1 Stmt ¶ 27. And in November 2010, Kaplan met with Defendant Sharma about the position. Pl.'s Supp. Stmt ¶ 24. Kaplan testified that Sharma described Greenpoint's client, Zurich Insurance, as "a million dollar client, " stating that "all you have to do is work that client, and there's a million dollars [of business] right there." Moskowitz Cert. Ex. B 36:19-21. However, Zurich Insurance had generated only $35, 954.80 in revenue for Greenpoint in 2010. Moskowitz Cert. Ex. U. Kaplan also testified that Sharma described Greenpoint as better than Pangea3. Moskowitz Cert. Ex. A 44:25-45:9. Pangea3 had recently been acquired by Thompson and was one of the largest legal outsourcing firms in India "with more than 650 employees and annual revenue in excess of $25 million." Pl's Supp. Stmt ¶ 32. Kaplan testified that Sharma told her "Well I'll tell you this Greenpoint is in the top 10 outsources, we're one of the top 10 along with Pangea3." Moskowitz Cert. Ex. A 45:8-18. At that meeting, Kaplan also discussed her prior compensation at Thomson, stating that "at the end of the year, my W-2 needs to start with a two, otherwise I'm not going to be happy." Pl.'s Supp. Stmt ¶ 36. Kaplan testified that Sharma responded, "No problem." Pl.'s Supp. Stmt ¶ 36. Contrary to Sharma's alleged representations, Greenpoint had never turned a profit. Moskowitz Cert. Ex. D 8:25-9:1. In fact, Greenpoint had losses in 2010 of between half a million to a million dollars. Moskowitz Cert. Ex. D 57:7-10. Kaplan maintains that she was unaware of these facts.

Kaplan began working for Greenpoint as the Director of Legal Services on December 1, 2010. D's R. 56.1 Stmt ¶¶ 30-31; Pl.'s Supp. Stmt ¶ 43. She did not have a written employment agreement at that time. D.'s R. 56.1 Stmt ¶ 30. Kaplan testified that at the time she started working, she and Greenpoint had a verbal agreement that, although her base salary would be $80, 000, her total salary would be a minimum of $200, 000. Pl.'s Supp. Stmt ¶ 44. Kaplan also testified that both Karceski and Sharma told her that there would be "an equity component" to her compensation. Moskowitz Cert. Ex. A 41:17-22; see also D.'s Rule 56.1 Stmt ¶ 28 (quoting a November 23, 2010 email from Karceski to Kaplan stating "I am putting benefits in place, but we will cover your COBRA if you have it now and I am putting a profit sharing and all these benefits together, but you are my first! so [sic] please bear with me [sic] bit....").

On December 18, 2010, Karceski provided Kaplan with a proposed employment contract, which included a base salary of $80, 000 and a variable compensation structure for new and existing client revenues. D.'s R. 56.1 Stmt ¶ 32. Kaplan rejected this proposal and sent a mark-up of the contract back to Karceski. D.'s R. 56.1 Stmt ¶¶ 33, 34. Kaplan also met with Karcinski to voice her displeasure that "the employment contract did not reflect our discussions." Moskowitz Cert. Ex. A 53:6-10. Kaplan testified that they again verbally agreed that Kaplan's 2010 W-2 would read $200, 000 at a minimum. Moskowitz Cert. Ex. B 40:3-9. Kaplan alleges that, during this meeting, Defendants' misrepresentations about Greenpoint continued. Specifically, Karceski prepared a handwritten document, which she stated contained Greenpoint's anticipated revenue for 2010. Certification of Leslie Kaplan ("Kaplan Cert.") ¶ 6, ECF No. 80-3. This document contained several inaccuracies regarding Greenpoint's financial situation. Kaplan Cert. Ex. B; Pl.'s Supp. Stmt ¶¶ 48, 49. Also around this time, Karceski told Kaplan that Greenpoint had a team of 250 attorneys. Moskowitz Cert. Ex. G ¶ 23. Defendants admit that "250 lawyers have never worked for [Greenpoint], " but maintain that "[Greenpoint] has had continual access to a pool of approximately 250 lawyers." Moskowitz Cert. Ex. H ¶ 23-24.

Kaplan testified that at the time she met with Karceski about the proposed employment contract she was considering returning to Thomson, which was reinstating her old position. Moskowitz Cert. Ex. A 81:3-82:4. Specifically, Thomson's hiring manager had asked one of Thomson's sales representatives to find out if Kaplan had any interest in returning to Thomson. Moskowitz Cert. Ex. J 34:8-35:8, 36:10-16. Kaplan maintains that she decided not to pursue her old position in reliance on Karceski's assurances about her compensation. Moskowitz Cert. Ex. A 85:20-86:8. Kaplan never actually received an employment offer from Thomson. Certification of James Finkle ("Finkle Cert."), Ex. C, ECF No. 77-31.

Kaplan maintains that over the next few months, she slowly realized that Greepoint's business was in start-up mode. In her 90-day business review, she stated that Greenpoint had no brand recognition, lacked proper legal research tools, and did not have enough attorneys in place. Moskowitz Cert. Ex. M at P000041-43. She thus spent time during her first three months interviewing attorney candidates, improving Greenpoint's sales materials and website, and negotiating contracts with Westlaw and LexisNexis. Moskowitz Cert. Ex. M at P000043. Further, as a result of Greenpoint's inadequacies, several clients were unhappy with Greenpoint's work. Pl.'s Supp. Stmt ¶¶ 66-70.

Meanwhile, the parties continued to negotiate over Kaplan's salary. Karceski certified that in late December she met with Kaplan, who volunteered to reduce her requested salary from $200, 000 to $175, 000. Certification of Jacklyn Karceski ("Karceski Cert.") ¶ 48, ECF No. 77-45. And at some point Karceski sent Kaplan two compensation spreadsheets. Moskowitz Cert. Exs. N, O. Under the scenarios set forth in both documents, Ms. Kaplan would have earned an annual compensation in excess of $200, 000. Moskowitz Cert. Exs. N, O. On April 13, 2011, Kaplan met with Karceski and Sharma. At the meeting, Karceski presented one of the spreadsheets to Sharma, who rejected the proposal. Kaplan Cert. ¶ 7. During the drive home, Karceski told Kaplan that she believed Greenpoint would instead decide to pay Kaplan a flat salary of "between $175, 000 and $185, 000." Kaplan Cert. ¶ 8.

Subsequently, Kaplan claims that she and Karceski had a disagreement regarding a client matter. Specifically, in mid-May 2011, Karceski made several presentations before Zurich's legal department aimed at convincing Zurich to increase its use of Greenpoint's outsourcing services. Pl.'s Supp. Stmt ¶ 94. During these presentations, Karceski stated that Greenpoint had 250 attorneys. Moskowitz Cert. Ex. C 117:22-118:4, 130:1-7. Kaplan and Lauer attended these presentations. Pl.'s Supp. Stmt ¶ 95. Afterwards, they each voiced their concern about this misrepresentation to Karceski. Moskowitz Cert. Ex. C ...


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