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Koss v. Agresso Americas Corp.

January 4, 2010


The opinion of the court was delivered by: Garland E. Burrell, Jr. United States District Judge


On November 4, 2009 Defendant filed a motion for judgment on the pleadings under Federal Rule of Civil Procedure 12(c) on all claims in Plaintiff's complaint. Plaintiff alleges the following claims in his complaint: breach of contract, breach of the California Labor Code for failure to pay all wages at the termination of employment, and promissory estoppel.


The issue is whether under the employment contract entered between Plaintiff and Defendant, Defendant was authorized to pay Plaintiff the equivalent of two weeks pay in lieu of providing Plaintiff two weeks notice prior to termination, or was required to pay Plaintiff his entire $90,000 base salary.

Plaintiff entered an employment contract with Defendant "[o]n or about September 24, 2007." (Compl. ¶ 6.) Plaintiff alleges in his complaint he was employed as an "'at-will'" "'IMPLEMENTATION CONSULTANT'" and under the terms of the employment contract, renewal of his employment was allowed for "'additional consecutive one year terms ('Renewal Terms') unless either party [gave] the other written notice prior to the end of the Term or any Renewal Term . . . not . . . to renew this Agreement.'" (Id. ¶ 8 a-c.)

Plaintiff alleges he "understood the above contract . . . to mean that he had assurance that as long as his contract was renewed at the end of its term, he had a job, unless the company choose to terminate his employment on an at-will basis, in which case he would be given his base salary unless he was given notice." (Id. ¶ 9.) Plaintiff alleges his base salary was ninety thousand dollars ($"90,000") and the appropriate notice, if terminated, "was defined by the . . . 'applicable term of the Employment Standards Act' . . . . [which] required that Plaintiff be given two weeks notice prior to being terminated 'at-will.'" (Id.) "Plaintiff alleges and believes that since he did not receive two weeks notice, he was to receive his [full $90,000] base salary . . . " (Id. ¶ 12)

Plaintiff began work for Defendant on October 1, 2007. One one year later, on October 1, 2008, "Plaintiff's contract was automatically renewed at the end of its term." (Id. ¶ 10.) "On or about April 30, 2009," however, Plaintiff was terminated. "On or about May 2, 2009, Plaintiff received via mail his final paycheck and instructions regarding the shipment of his laptop to Defendant. Also, included in the package was a letter entitled 'Termination of Employment - Steve Koss[,]' [which] stated that '[t]his letter confirms termination of your employment as Implementation Consultant with Agresso, effective April 30, 2009. Your period of employment was between October 1, 2007 and April 30, 2009. You will be paid 2 weeks in lieu of notice . . . [.]'" (Id. ¶ 11.)


When deciding a Rule 12(c) motion for judgment on the pleadings, "all factual allegations in the complaint [are accepted] as true and construe[d] . . . in the light most favorable to the non-moving party." Fleming v. Pickard, 581 F.3d 922, 925 (9th Cir. 2009) (internal reference omitted). "However, conclusory allegations and unwarranted inferences are insufficient to defeat a motion for judgment on the pleadings." Butler v. Resurgence Financial, LLC, 521 F.Supp.2d 1093, 1095 (C.D.Cal. 2007) (referencing In re Syntex Corp. Sec. Litig., 95 F.3d 922, 926 (9th Cir. 1996)). "Judgment on the pleadings is properly granted when there is no issue of material fact in dispute, and the moving party is entitled to judgment as a matter of law." Fleming, 581 F.3d at 925 (internal reference omitted).

Defendant requests the Court take judicial notice of the employment contract at issue, which is attached to Defendant's motion as Exhibit A. Plaintiff references the employment contract in his complaint and does not dispute the authenticity of Exhibit A. The "incorporation by reference doctrine . . . permits a district court to consider documents [, such as the employment contract,] whose contents are alleged in [the] complaint and whose authenticity no party questions, but which are not physically attached to the [plaintiff's] pleading." In re Silicon Graphics Inc. Sec. Litig., 183 F.3d 970, 986 (9th Cir. 1999) (internal citation and quotations omitted). Further, consideration of "documents incorporated by reference in the complaint" does not "convert[] the motion [for judgment on the pleadings] into a motion for summary judgment." U.S. v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003). Therefore, the employment contract attached as Exhibit A to Defendant's motion is considered under the incorporated by reference doctrine.

The relevant contract provisions are the following: Section 4: Salary Compensation. The Company shall pay the Employee a base salary at the rate of (the "Base Salary") per calendar year

THOUSAND Dollars ($90,000) in such installments and at such times


. as ...

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