# Arista Coffee Inc. v. Casale

> District Court, E.D. New York · April 16, 2020

URL: https://www.frixlaw.com/law-library/cases/10304102

## Case

- **Court:** District Court, E.D. New York
- **Decided:** April 16, 2020
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

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## How later opinions describe it (automated extraction)

- holding that courts may consider an extrinsic document when the complaint “relies heavily upon its terms and effect”

## Opinion text

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

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10304102. Public record. Not legal advice.