Motion To Dismiss Granted In Part Based On Forum Selection Clause And Duplicative Nature Of Quasi-Contract Claims

Posted: July 2, 2025 / Written by: Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner / Categories Motion to Dismiss, Contract Interpretation, Forum Selection Clause, Labor and Employment Law

Motion To Dismiss Granted In Part Based On Forum Selection Clause And Duplicative Nature Of Quasi-Contract Claims

On May 19, 2025, Justice Andrea Masley granted in part Defendants’ motion to dismiss causes of action under employment-related agreements to engage in the purchase, operation, and sale of various shipping vessels. The case is Kasselakis v. Tiptree, Inc., Index No. 653395/2024.

The parties had entered into (i) an employment agreement entitling Plaintiff to certain compensation, and (ii) a Restated 2018 Equity Incentive Plan (the “Plan”) that defined various benefits due under the employment agreement. Plaintiff did not sign the Plan but proceeded to receive and accept benefits under the Plan.

Justice Masley addressed Defendants’ motion to dismiss causes of action for: 1) breach of contract, based on failure to provide salary increases/cash bonuses/additional equity under the Plan; 2) unjust enrichment, based on the same facts but also including a claim for 2017 compensation that preceded the Plan; 3) promissory estoppel, for failure to provide benefits promised under the Plan; and 4) violation of New York Labor Law §§193 and 215 relating to the Plaintiff’s failure to pay certain cash bonuses and profit interests.

Defendants’ motion was granted on the first cause of action to the extent Plaintiff sought cash bonuses for 2021 and 2022 or certain equity interests described as Plan A and Plan B-2. The Plan A units fell under the Plan’s Delaware forum selection clause and the Court therefore held that Plaintiff’s cause of action could not be adjudicated in a New York court. While the employment agreement that governed the cash payments and Plan B-2 units has no such clause, the Court ruled that the failures to pay Plaintiff complained of fell within Defendants’ discretion. Slip op., pp. 6-9. The motion was denied, however, as to salary increases that Plaintiff alleged the Defendants’ board had granted but not funded: “The employment agreement is silent on whether the employer is required to follow the Board’s recommendation as reflected in the minutes. Therefore, defendants’ motion is denied as issues of fact in need of discovery abound.” Slip op., pp. 5-6.

The unjust enrichment claim was dismissed as to claims from 2018 forward because they overlapped with the breach of contract claims, but the claim for 2017 compensation was not barred by a merger clause in the 2018 employment agreement because “defendants did not address the merger clause in either their moving brief or reply” and “[i]t is unfair for defendants to raise an argument at oral argument for the first time.” Slip op., p. 10.

The motion was granted as to the promissory estoppel claim because it arose from the same subject matter as, and was therefore redundant of, the contract claim, and as to the Labor Law claims because the B-1 units and cash bonuses were not “wages” as necessary to fall under the statute. Id.

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning motions to dismiss, contracts, forum selection clauses or labor and employment law