Arista Coffee Inc. v. Casale

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

ARISTA COFFEE INC. dba FOR FIVE COFFEE,

Plaintiff, MEMORANDUM & ORDER

18-CV-6237 (NGG) (CLP)

-against-

CHRISTOPHER CASALE, PARAMOUNT

COFFEE SERVICE OF NEW JERSEY, LLC and

PARAMOUNT REFRESHMENT SOLUTIONS,

Defendants.

NICHOLAS G. GARAUFIS, United States District Judge.

Plaintiff Arista Coffee, Inc. (“Arista”) brings this action against

Christopher Casale, Paramount Coffee Service of New Jersey,

LLC (“Paramount NJ”) and Paramount Refreshment Solutions,

Inc. (“Paramount FLA”) (collectively, the “Paramount Vendors”).

(Am. Compl. (Dkt. 15).) Casale moves pursuant to Federal Rule

of Civil Procedure 12(b)(6) to dismiss the claims against him for

breach of contract and breach of the duty of loyalty. (See Mem.

in Supp. of Casale Mot. to Dismiss (“Casale Mem.”) (Dkt. 21).)

Paramount FLA moves to dismiss all claims against it for lack of

personal jurisdiction pursuant to Rule 12(b)(2), and—should the

court grant Casale’s motion—the Paramount Vendors also seek

to dismiss the tortious interference claim asserted against them.

(See Mem. in Supp. of Paramount Mot. to Dismiss (“Paramount

Mem.”) (Dkt. 22-7).) For the reasons stated below, the motions

to dismiss are DENIED.

BACKGROUND

A. Facts

The court takes the following statement of facts largely from

Plaintiff’s amended complaint, the well-pleaded allegations of

which the court accepts as true for purposes of the motions to

dismiss. See N.Y. Pet Welfare Ass’n v. City of New York, 850 F.3d

79, 86 (2d Cir. 2017).1

1. Paramount Vendors Distribute Arista Coffee

Arista is a New York corporation that produces coffee for distri-

bution under the For Five Coffee brand name. (Am. Compl.

¶¶ 14-16.) In March 2016, Arista entered into a distribution

agreement with the Paramount Vendors to sell Arista’s coffee in

the Tri-State area. (Id. ¶ 31.) The Paramount Vendors acted as

an integrated enterprise in distributing Arista’s coffee. (Id. ¶ 28.)

The Paramount Vendors share three principal owners and man-

agers, a website, clients, and an address in Pompano Beach, FL.

(Id. ¶¶ 63-67.) Paramount NJ and Paramount FLA each received

and paid Arista invoices sent to the Florida address. (Id. ¶ 68.)

Paramount NJ is a New Jersey LLC. (Id. ¶ 21.) The amended com-

plaint alleges that its principal place of business is 192 U.S. Route

46, Fairfield, NJ 07004 (id. ¶ 22), but corporate documentation

shows its principle place of business as 1141 SW 31st Ave., Pom-

pano Beach, FL 33069. (See Paramount NJ Annual Report

Certificate (Dkt. 23-3).) Paramount FLA is a Florida corporation,

with its principal place of business at the same Florida address.

(Id. ¶¶ 26-27.) Arista alleges that Paramount FLA operates a New

York distribution center through which Paramount FLA services

New York customers through Paramount FLA’s New York em-

ployees. (Id. ¶ 30.) Until May 2018, Arista’s sales to the

Paramount Vendors averaged over $16,000 per week. (Id. ¶ 35.)

In June 2018, however, the Paramount Vendors reduced their

weekly Arista coffee purchases to $10,550. (Id. ¶ 5.)

Arista claims that the Paramount Vendors reduced their coffee

purchases from Arista by fulfilling customer orders for Arista cof-

fee partially with cheaper coffee from a different producer. (Id.

1 When quoting cases, unless otherwise noted, all citations and quotation

marks are omitted and all alterations are adopted.

¶¶ 39, 111.) Paramount intermingled coffee produced by Copper

Moon Coffee, LLC—the packaging for which resembled Arista’s

packaging—with genuine Arista coffee in client deliveries. (Id.

¶¶ 39-41, 44, 111, 148.) Arista alleges that the Paramount Ven-

dors intended to deceive consumers into believing the substitute

coffee was Arista’s product. (Id. ¶ 128.) The intermingled Arista

and Copper Moon coffee caused customer confusion as to

whether they purchased an Arista product. (Id. ¶ 129.) The Par-

amount Vendors approached Arista’s clients claiming that the

Paramount Vendors could supply Arista coffee for a reduced

price. (Id. ¶ 149.)

Arista discovered the alleged scheme in June 2018 after noting

reduced orders and consumer reports of its coffee’s altered taste.

(Id. ¶¶ 38, 40.) Arista’s investigation revealed that the Paramount

Vendors distributed substitute coffee to local coffee shops and

offices from Connecticut to Washington, DC. (Id. ¶¶ 41-43.) The

Paramount Vendors continued to distribute substitute product

through February 2019. (Id. ¶ 45.) Consequently, Arista alleges

lost profits and harm to its goodwill. (Id. ¶ 131.)

2. Chistopher Casale’s Employment with Arista

Arista also alleges that the Paramount Vendors induced an Arista

salesman, Christopher Casale, to share Arista’s confidential and

propriety information, summarily quit Arista, and to work with

the Paramount Vendors through his newly formed consulting

business. (Id. ¶¶ 62, 87, 101.)

Casale executed an Employment Contract with Arista in June

2016 as a salesman whose duties included managing Arista’s

business with the Paramount Vendors. (Id. ¶¶ 4, 17-19, 46; see

also Employment Contract (Dkt. 15-1).) In the course of his em-

ployment, Arista provided Casale with proprietary information

including: Arista’s manufacturing process, inventory manage-

ment, client lists, and marketing methods. (Id. ¶ 50.) Casale’s

contract provided for a one-year term to be followed by auto-

matic annual extensions if neither party provided written notice

of termination. (Id. ¶ 75.) The contract provided that either party

could terminate the agreement without cause on 30 days’ written

notice. (Id. ¶ 77.) Casale resigned by email on July 1, 2018 with-

out advance notice. (Id. ¶ 81.) Neither Arista nor Casale had

previously given notice to terminate the agreement. (Id. ¶ 76.) In

his resignation email, Casale cited inappropriate business prac-

tices between Arista and the Paramount Vendors that violated

Casale’s personal ethical standards. (Id. ¶ 55.) Arista alleges that

the Paramount Vendors induced Casale to resign from Arista to

work directly with the Paramount Vendors. (Id. ¶ 101.) Before

ultimately resigning on July 1, 2018, Casale refused to partici-

pate in Arista’s June 2018 investigation into the Paramount

Vendors distribution of substitute coffee. (Id. ¶¶ 54-55.)

Casale’s contract included a three-year noncompete provision, in

which Casale agreed to not “own, manage, operate, join control

or participate in the ownership, management, operation or con-

trol of, or be connected in any manner with any company,

institution or entity which is competitive with Arista in an area

equal to a radius of 75 miles from Times Square in the County,

City and State of New York at the time of the termination of this

Agreement and which may, or does, sell to, solicit, or service any

customer of Arista.” (Id. ¶ 78.) Arista’s customers were defined

as any “who ha[ve] done business with Arista within a time pe-

riod of (3) year [sic] from the termination for any reason

whatsoever of this agreement.” (Id.)

Casale took steps during his employment to begin to work inde-

pendently with the Paramount Vendors. (Id. ¶ 52.) Casale

worked from Paramount NJ’s New Jersey office without inform-

ing Arista. (Id. ¶¶ 53, 92.) Casale provided the Paramount

Vendors with Arista’s confidential and proprietary information,

including Arista’s manufacturing process and client lists. (Id. ¶

62.) While still employed with Arista, Casale incorporated a com-

pany, Cap-One Coffee Consulting, through which Casale

subsequently engaged in the business of manufacture and distri-

bution of coffee in direct competition with Arista. (Id. ¶¶ 57, 60,

95.) Arista claims that as a result of Casale’s disclosure of Arista’s

proprietary information, Arista suffered lost profits and harm to

its goodwill. (Id. ¶ 96.) Arista further alleges that Casale contin-

ued a business relationship with the Paramount Vendors in

violation of his employment agreement’s noncompete provision.

(Id. ¶¶ 61, 82.)

B. Procedural History

Arista filed its original complaint in state court on September 28,

2018, and the Paramount Venders removed the case to this court

on November 2, 2018. (See Not. of Removal (Dkt. 1-1).) Arista

filed a complaint in this court on December 21, 2018 and

amended its complaint on February 28, 2019. (See Compl. (Dkt.

12); Am. Compl.) Currently pending before the court is Para-

mount FLA’s motion to dismiss for lack of personal jurisdiction

(see Paramount Mot. to Dismiss (Dkt. 22); Paramount Mem.;

Arista Mem. in Opp. to Paramount Mot. to Dismiss (Dkt. 26);

Paramount Reply (Dkt. 23)), and Casale’s motion to dismiss for

failure to state a claim (see Casale Mem.; Mem. in Opp. to Casale

Mot. to Dismiss (“Opp. to Casale”) (Dkt 25); Casale Reply (Dkt.

24)).

PARAMOUNT FLA’S MOTION TO DISMISS FOR LACK OF

PERSONAL JURISDICTION

A. Legal Standard

“[A] district court has considerable procedural leeway” when

“deciding a pretrial motion to dismiss for lack of personal juris-

diction.” Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81,

84 (2d Cir. 2013). “It may determine the motion on the basis of

affidavits alone; or it may permit discovery in aid of the motion;

or it may conduct an evidentiary hearing on the merits of the

motion.” Id. Where the court opts not to hold a hearing or order

jurisdictional discovery, the plaintiff need only make a prima fa-

cie showing of jurisdiction. Id. (citing Ball v. Metallurgie Hoboken-

Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990)). “A prima facie

case requires non-conclusory fact-specific allegations or evidence

showing that activity that constitutes the basis of jurisdiction has

taken place.” Chirag v. MT Marida Marguerite Schiffahrts, 604 F.

App’x 16, 19 (2d Cir. 2015) (summary order); see also Whitaker

v. Am. Telecasting, Inc., 261 F.3d 196, 208 (2d Cir. 2001) (“A

plaintiff may carry this burden by pleading in good faith legally

sufficient allegations of jurisdiction.”).

“Personal jurisdiction of a federal court over a non-resident de-

fendant is governed by the law of the state in which the court

sits—subject, of course, to certain constitutional limitations of

due process.” Henderson v. I.N.S., 157 F.3d 106, 123 (2d Cir.

1998). Therefore, “a district court must first determine whether

there is jurisdiction over the defendant under the relevant forum

state’s laws.” DeLorenzo v. Viceroy Hotel Grp., LLC, 757 F. App’x

6, 8 (2d Cir. 2018) (summary order). If the law of the forum state

provides jurisdiction, “the court then must decide whether [the]

exercise [of jurisdiction] comports with the requisites of due pro-

cess.” Id. However, “[i]f jurisdiction is statutorily impermissible,”

a court “need not reach the question of its constitutionality.” Best

Van Lines, Inc. v. Walker, 490 F.3d 239, 244 (2d Cir. 2007).

B. Discussion

To establish that the court has personal jurisdiction over Para-

mount FLA, Arista has to demonstrate that Paramount FLA was

“either present and doing business within the meaning of New

York Civil Practice Law and Rules (“CPLR”) § 301,” i.e., that Par-

amount FLA is subject to general personal jurisdiction, or that

Paramount FLA “committed acts within the scope of New York’s

long-arm statute, CPLR § 302,” i.e., that Paramount FLA is subject

to specific personal jurisdiction. DeLorenzo, 757 F. App’x at 8.

Each is addressed in turn.

1. General Personal Jurisdiction

An entity “is subject to general jurisdiction in New York pursuant

to . . . CPLR § 301,” if the “company has engaged in such a con-

tinuous and systematic course of doing business in New York that

a finding of its presence in New York is warranted.” Sonera Hold-

ing B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224 (2d Cir.

2014). In Daimler AG v. Bauman, 571 U.S. 117 (2014), however,

the Supreme Court held that a state may only exercise general

jurisdiction over a corporation where “that corporation’s affilia-

tions with the [s]tate are so continuous and systematic as to

render it essentially at home in the forum [s]tate.” Id. at 139.

Daimler made clear that, except for an exceptional case, “a cor-

poration is at home (and thus subject to general jurisdiction,

consistent with due process) only in a state that is the company’s

formal place of incorporation or its principal place of business.”

DeLorenzo, 757 F. App’x at 8 (citing Daimler, 571 U.S. at 139 &

n.19); see also Brown v. Lockheed Martin Corp., 814 F.3d 619, 629

(2d Cir. 2016).

Paramount FLA is incorporated and has its principle place of busi-

ness in Florida. (See Paramount FLA Incorporation Certification

(Dkt. 22-5); Aff. of Albert Miniaci (“Miniaci Aff.”) (Dkt. 22-4) ¶

28; Am. Compl. ¶ 27).) The allegations in the complaint do not

describe an exceptional case that would merit an exception to the

Daimler rule. Therefore, the court does not have general personal

jurisdiction over Paramount FLA.

2. Specific Personal Jurisdiction

Specific personal jurisdiction is governed by New York’s long-arm

statute, CPLR § 302(a), which confers personal jurisdiction over

a non-domiciliary for certain acts by the non-domiciliary. CPLR §

302(a)(1) confers personal jurisdiction over any non-domiciliary

who “transacts any business within the state or contracts any-

where to supply goods or services in the state.” “To establish

personal jurisdiction under section 302(a)(1), two requirements

must be met: (1) The defendant must have transacted business

within the state; and (2) the claim asserted must arise from that

business activity.” Eyeking, LLC v. JSS, LLC, 321 F. Supp. 3d 326,

331 (E.D.N.Y. 2018) (quoting Sole Resorts, S.A. de C.V. v. Allure

Resorts Mgmt., LLC, 450 F.3d 100, 103 (2d Cir. 2006)). “A suit

will be deemed to have arisen out of a party’s activities in New

York if there is an articulable nexus, or a substantial relationship,

between the claim asserted and the actions that occurred in New

York.’” Id. (quoting Best Van Lines, Inc, 490 F.3d at 246).

The primary grounds for Paramount FLA’s Rule 12(b)(2) motion

is that Paramount FLRA asserts it has no contacts whatsoever in

New York and has conducted no business in New York. (See Par-

amount Mem. at 4-6, 10-12; Paramount Reply at 7-9.) However,

Plaintiff alleges that Paramount NJ is a shell of Paramount FLA

and the two entities “operate together as an integrated enter-

prise.” (Am. Compl. ¶ 28.) Therefore, the court must conduct a

veil-piercing analysis to determine whether Paramount NJ is the

“alter ego” of Paramount FLA such that the court may exercise

personal jurisdiction over Paramount FLA.

In New York, “[t]he standard for piercing the corporate veil for

purposes of personal jurisdiction [is] . . . less stringent” than that

for the purposes of establishing liability.2 USHA Holdings, LLC v.

2 “Generally in a diversity case, the court applies the choice of law rules of

the forum state to determine what law governs alter ego or piercing the

corporate veil analysis.” Miramax Film Corp. v. Abraham, No. 01-CV-5202

(GBD), 2003 WL 22832384, at *6 (S.D.N.Y. Nov. 25, 2003). However, this

analysis is “unwarranted” where, as here, “[t]he briefs submitted by plain-

tiff and the movants rely exclusively on New York law.” Id.; see also

Alterseekers, Inc. v. BrandForce SF, LLC, No. 12-CV-5392 (GRB), 2015 WL

Franchise India Holdings Ltd., 11 F. Supp. 3d 244, 266 (E.D.N.Y.

2014). Plaintiff may prevail if the “factual allegations in [its]

complaint,” along with affidavits and supporting documents

“constituted a specific averment of facts that, if credited, would

suffice to show that [the Paramount Vendors] operate as a single

economic unit and that [Paramount FLA] dominates and con-

trols” Paramount NJ. S. New England Tel. Co. v. Glob. NAPs Inc.,

624 F.3d 123, 138 (2d Cir. 2010). The analysis “examine[s] fac-

tors such as the failure to observe corporate formalities,

inadequate capitalization, intermingling of personal and corpo-

rate funds, shared office space and phone numbers, or an overlap

of ownership, directors, officers, and personnel.” USHA Holdings,

11 F. Supp. 3d at 266. “These factors are not exhaustive, nor is

proof of any one factor or a combination of factors necessarily

determinative. Rather, a finding that a corporation is an alter ego

of another entity is warranted when doing so will achieve an eq-

uitable result.” In re Platinum & Palladium Antitrust Litig., No. 14-

CV-9391 (GHW), 2017 WL 1169626, at *48 (S.D.N.Y. Mar. 28,

2017).

The amended complaint alleges that Paramount FLA and Para-

mount NJ “operate together as an integrated enterprise, with

interrelated operations and centralized control of labor rela-

tions.” (Am. Compl. ¶ 28.) Paramount FLA “transacts substantial

business in New York, employs numerous employees in New

York, and supplies products to multiple New York enterprises.”

(Id. ¶ 30.) Plaintiff “did business with both Paramount Defend-

ants communicating via the same personnel.” (Id. ¶ 32.)

Additionally, the amended complaint alleges that the Paramount

5719759, at *5 (E.D.N.Y. Sept. 29, 2015). “Since the subject parties as-

sume New York law controls this issue, ‘implied consent . . . is sufficient to

establish choice of law.’” Miramax, 2003 WL 22832384, at *6 (quoting

Krumme v. Westpoint Stevens, Inc., 238 F.3d 133, 138 (2d Cir. 2000)).

Vendors “are owned, managed, and operated by the same core

team of individuals, including Albert Miniaci (owner), Deana

McDowell (Vice President of Business Development) and Scott

Guardino ([P]resident and [G]eneral [M]anager).” (Id. ¶ 66.)

Paramount NJ and Paramount FLA also have the same principle

place of business. (See Paramount NJ Annual Report Certificate;

Paramount FLA Annual Report (Dkt. 1-5).)

Additionally, Plaintiff has produced as evidence (1) a chain of

emails concerning pricing and lead time for a New York client

that included both Scott Guardino and Albert Miniaci (see Aug.

15, 2018 Email Thread (Dkt. 28-2)); (2) an email from Kathy

Sheppard, including a “Paramount Refreshment” (Paramount

FLA) signature block, asking Plaintiff to execute a “Bloomberg

2017” agreement that Miniaci would then sign (Nov. 14, 2016

Kathy Sheppard Email (Dkt. 28-5)); and (3) a series of invoices

showing that orders for both Paramount FLA and Paramount NJ

were billed to the same Florida Address (see Paramount NJ In-

voices (Dkt. 15-2); Paramount FLA Invoices (Dkt. 15-3)). Finally,

corporate documentation for Paramount NJ shows Paramount

FLA as its sole managing member. (See Paramount NJ Annual

Report Certificate.)

Taken together, Plaintiff has “made sufficiently supported allega-

tions that, if proven true, would establish that [Paramount NJ]

and [its] parent, [Paramount FLA], are alter egos.” S. New Eng-

land Tel. Co., 624 F.3d at 138. The allegations against the

Paramount Vendors therefore satisfy the requirements to exer-

cise personal jurisdiction under CPLR § 302(a)(1). Since it is

“well established that the exercise of personal jurisdiction over

an alter ego corporation does not offend due process,” S. New

England Tel. Co., 624 F.3d at 138, the court may exercise specific

personal jurisdiction over Paramount FLA and DENIES its motion

to dismiss for lack of personal jurisdiction.

CASALE’S MOTION TO DISMISS FOR FAILURE TO STATE

A CLAIM

A. Legal Standard

The purpose of a motion to dismiss for failure to state a claim

under Rule 12(b)(6) is to test the legal sufficiency of a complaint.

Patane v. Clark, 508 F.3d 106, 111-12 (2d Cir. 2007) (per cu-

riam). A complaint will survive a motion to dismiss if it contains

“sufficient factual matter, accepted as true, to ‘state a claim to

relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662,

678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,

570 (2007)). “Threadbare recitals of the elements of a cause of

action, supported by mere conclusory statements, do not suf-

fice.” Id.

In evaluating a motion to dismiss, a court may consider docu-

ments central to a plaintiff’s claim, documents sufficiently

referred to so as to be deemed “integral” to the complaint, and

documents over which a court may take judicial notice. See King

v. City of New York, No. 12-CV-2344 (NGG), 2014 WL 4954621,

at *7-8 (E.D.N.Y. Sept. 30, 2014) (citing Global Network Comms.,

Inc. v. City of New York, 458 F.3d 150, 156 (2d Cir. 2006)); see

also Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir.

2002) (holding that courts may consider an extrinsic document

when the complaint “relies heavily upon its terms and effect”).

The purpose of this rule is to “prevent[] plaintiffs from generat-

ing complaints invulnerable to Rule 12(b)(6) simply by clever

drafting.” King, 2014 WL 4954621, at *8 (quoting Global Net-

work, 458 F.3d at 157).

B. Discussion

1. Breach of Contract

To state a claim for breach of contract under New York law, “a

complaint need only allege (1) the existence of an agreement,

(2) adequate performance of the contract by the plaintiff, (3)

breach of contract by the defendant, and (4) damages.” St. John’s

Univ., New York v. Bolton, 757 F. Supp. 2d 144, 158 (E.D.N.Y.

2010) (quoting Eternity Glob. Master Fund Ltd. v. Morgan Guar.

Trust Co. of N.Y., 375 F.3d 168, 177 (2d Cir. 2004)).

The amended complaint includes sufficient factual allegations,

taken as true, to state a claim for breach of contract against

Casale. First, neither party contests the existence of an employ-

ment contract between Arista and Casale, which was attached to

the amended complaint. (See Employment Contract.) Second,

the amended complaint alleges, and Casale does not contest, that

“Arista fully performed its obligations pursuant to the agreement

it had with Casale by employing Casale and paying him in full for

his services.” (Am. Compl. ¶ 79.)

Next, the amended complaint identifies two purported breaches

by Casale. First, the amended complaint alleges that Casale

breached the contract by “resign[ing] from his position . . . with-

out giving Arista the agreed-upon 30 day notice of his

resignation.” (Id. ¶ 81.) Second, it alleges that Casale breached

the non-compete and non-solicitation clauses of the contract by

starting his own business that competed with Arista and working

directly with the Paramount Vendors. (Id. ¶ 82.)

Focusing on the second alleged breach,3 by signing the Employ-

ment Contract, Casale agreed that for three years after ending his

employment with Arista he would not, without Arista’s consent,

“directly or indirectly own, manage, operate, . . . or be connected

in any manner with any company, institution, or entity which is

competitive with Arista in an area equal to a radius of 75 miles

3 Because the court finds that Arista stated a breach of contract claim based

on the second alleged breach of the Employment Contract, it need not con-

sider whether Arista also stated a claim based on the first alleged breach.

from Times Square.”4 (Employment Contract at 1.) The noncom-

pete clause further provided that “all customers or clients of

Arista, at the time of the termination of this agreement, for any

reason whatsoever, shall be, and shall remain, clients and cus-

tomers of” Arista. (Id. at 2.)

The amended complaint alleges that within a month of resigning,

Casale “established his own company . . . [that] was engaged in

the same business as Arista, namely the wholesale manufactur-

ing, selling and distribution of coffee.”5 (Am. Compl. ¶ 57.)

Through his newly formed company, Casale “continued to asso-

ciate and conduct business relationships with Paramount,”

including emailing “prospective vendors, copying Paramount

representatives.” (Id. ¶ 61.) At the motion to dismiss stage, these

factual allegations are sufficient to state a claim that Casale

breached his employment contract with Arista.

Finally, Arista alleges that “[a]s a result of Casale’s various

breaches of the parties’ employment contract, Arista has suffered

damages in an amount not yet determined or ascertainable.” (Id.

¶ 83.) While speculative, this allegation is sufficient for Arista to

state a breach of contract claim. See Luitpold Pharm., Inc. v. Ed.

Geistlich Sohne A.G. Fur Chemische Industrie, 784 F.3d 78, 87 (2d

Cir. 2015) (holding that a general allegation of damages does not

4 Casale “vigorously denies” that the non-compete clause is enforceable,

but chooses not to contest its enforceability as part of his motion. (Casale

Mot. at 2 n.1.)

5 The parties agree that Casale’s company was headquartered in Mana-

hawkin, NJ. (See Casale Reply at 3; Opp. to Casale at 15-16). The court

takes judicial notice of the fact that, according to Google Maps, the center

of Manahawkin is fewer than 75 miles from Times Square. See Disabled in

Action v. City of New York, --- F. Supp. 3d ---, 2020 WL 550612, at *3 n.6

(S.D.N.Y. Feb. 4, 2020); Logan v. Matveevskii, 57 F. Supp. 3d 234, 265

n.10 (S.D.N.Y. 2014). Additionally, Arista appended to the amended com-

plaint an email from Casale that supports the inference that Casale’s new

company competed with Arista in New York City. (See Casale Sept. 25,

2018 Email (Dkt. 15-6).)

merit dismissal because New York law allows a plaintiff to re-

cover at least nominal damages for breach of contract claims).

Therefore, the amended complaint has sufficient factual allega-

tions to state a claim for breach of contract against Casale.

2. Breach of Duty of Loyalty

“An agent is obligated to be loyal to his employer and is prohib-

ited from acting in any manner inconsistent with his agency or

trust and is at all times bound to exercise the utmost good faith

and loyalty in the performance of his duties.” Carco Grp., Inc. v.

Maconachy, 383 F. App’x 73, 76 (2d Cir. 2010) (summary order).

“When an employee uses an employer’s proprietary or confiden-

tial information when establishing a competing business, the

employee breaches his or her fiduciary duty to the employer.”

Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, LLC,

813 F. Supp. 2d 489, 521 (S.D.N.Y. 2011).

Here, the complaint alleges, inter alia, (1) Casale resigned in or-

der “to open up his own company, in competition with Arista,

and deal directly with Paramount, using Arista’s confidential and

proprietary information” (Am. Compl. ¶ 56); (2) Casale started

his own company using “Arista’s successful business model and

structure, product information, distributor contact infor-

mation[,] and client contact information” (id. ¶ 58); (3) Casale’s

company “was incorporated while Casale was still employed by

Arista” (id. ¶ 60); and (4) Casale “provided Paramount with con-

fidential and proprietary information he acquired during his

employment with Arista, including . . . equipment manufacturers

used to brew coffee, recipes, and client lists” (id. ¶ 62). These

allegations are sufficient to state a claim that Casale breached his

duty of loyalty to Arista.

Casale argues that the duty of loyalty claim should be dismissed

as duplicative of the breach of contract claim. (See Casale Mem.

at 10 (citing Uni-World Capital, L.P. v. Preferred Fragrance, Inc.,

43 F. Supp. 3d 236, 244 (S.D.N.Y. 2014) (“A breach of fiduciary

duty claim is duplicative when it is based on allegations of fidu-

ciary wrongdoing that are expressly raised in plaintiff's breach of

contract claim.”).) However, Casale’s duty to not use Arista’s pro-

prietary and confidential information for his own benefit was

separate and distinct from the alleged breaches of his employ-

ment contract with Arista. See Ambac Assurance Corp. v. U.S.

Bank Nat’l Ass’n, 328 F. Supp. 3d 141, 157 (S.D.N.Y. 2018)

(where the “duty of loyalty is independent of the” employment

contract, the duty of loyalty claim is “not subject to dismissal as

duplicative”); Nostrum Pharm., LLC v. Dixit, No. 13-CV-8718

(CM), 2016 WL 5806781, at *19 (S.D.N.Y. Sept. 23, 2016)

(“[The] duty of loyalty is independent of any duty created by the

. . . Employment Contract and is not duplicative of Plaintiffs'

breach of contract claim.”). Arista’s duty of loyalty claim is there-

fore not duplicative of its breach of contract claim.

Because the amended complaint includes sufficient factual alle-

gations, taken as true, to state claims for breach of contract and

breach of the duty of loyalty, Casale’s motion to dismiss is DE-

NIED.

PARAMOUNT VENDORS’ MOTION TO DISMISS

ARISTA’S TORTIOUS INTERFERENCE CLAIM

Finally, the Paramount Vendors assert that Arista’s claim for tor-

tious interference must be dismissed if the court dismisses the

claims against Casale. (Paramount Mem. at 14.) Because the

court denies Casale’s motion to dismiss, the Paramount Vendors’

motion to dismiss the tortious interference claim is also DENIED.

CONCLUSION

For the reasons stated above Casale’s (Dkt. 21) motion to dismiss

for failure to state a claim and Paramount FLA’s (Dkt. 22) motion

to dismiss for lack of personal jurisdiction are DENIED. The Par-

amount Vendors’ motion to dismiss Arista’s tortious interference

claim is also DENIED

SO ORDERED.

Dated: Brooklyn, New York

April 16, 2020

_/s/ Nicholas G. Garaufis__

NICHOLAS G. GARAUFIS

United States District Judge