Christian v. TransPerfect Global Inc.

A. Brooke Christian, Plaintiffv.Transperfect Global, Inc., Transperfect Translations International, Inc., Philip R. Shawe, and Elizabeth Elting, Defendants

OPINION AND ORDER Plaintiff A. Brooke Christian worked as a senior officer of defendant TransPerfect Translations International, Inc. (“TPT”). TPT is a wholly-owned subsidiary of defendant TransPerfect Global, Inc. (“TPG”), a translation services provider. The First Amended Complaint (“Amended Complaint,” Dkt. 54) alleges that defendants Philip R. Shawe and Elizabeth Elting, who are the co-Chief Executive Officers and sole directors of both TPT and TPG, as well as the principal shareholders of TPG, promised Christian a 10 percent equity stake in TPG or its cash equivalent in exchange for his performance of certain services at TPT. Christian now brings contract and quasi-contract claims based on that promise. Elting, on the one hand, and TPG and TPT, on the other, move to dismiss the Amended Complaint pursuant to Rule 12(b)(6), Fed. R. Civ. P. For the reasons that will be explained, the Court denies the motions.BACKGROUNDThe Court draws the following facts from the Amended Complaint, the documents deemed to be a part of it, and matters of which the Court may take judicial notice. New York Pet Welfare Ass’n v. City of New York, 850 F.3d 79, 86 (2d Cir.), cert. denied 138 S. Ct. 131 (2017). For the reasons to be explained, the Court declines the moving defendants’ invitation to disregard certain factual allegations in the Amended Complaint that vary from the originally-filed complaint (“Original Complaint,” (Dkt. 1)).Christian worked as Executive Vice President of Global Sales & Marketing and Chief Sales Officer of TPT for twenty years, beginning in approximately 1996. (Am. Compl. 21). TPT is the wholly-owned subsidiary of TPG and is TPG’s “main operating company.” (Id. 12). Elting and Shawe are the co-CEOs and sole directors of both TPT and TPG, as well as the “principal shareholders” of TPG. (Id. 15). Though Elting and Shawe began TPG in a college dormitory, TPG expanded to operate a global network of thousands of translators, editors, and proofreaders proficient in over 100 languages. (Id.