MYERS v. INTEGRA LIFESCIENCES CORP.

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

ANN MARIE MYERS, individually and on

behalf of all others similarly situated,

Plaintiff,

Civil Action No. 24-8966 (MAS) (RLS)

° MEMORANDUM OPINION

INTEGRA LIFESCIENCES CORP.,

Defendant.

SHIPP, District Judge

This matter comes before the Court upon Defendant Integra LifeSciences Corp.’s

(“Defendant” or “Integra’”) Motion to Dismiss (ECF No. 16) Plaintiff Ann Marie Myers’s

(Plaintiff?) Amended Complaint (ECF No. 14). Plaintiff opposed (ECF No. 20), and Defendant

replied (ECF No. 21). After careful consideration of the parties’ submissions, the Court decides

Defendant’s motion without oral argument pursuant to Local Civil Rule 78.1(b), For the reasons

outlined below, Defendant’s Motion to Dismiss is granted.

I. BACKGROUND

A. Factual Background!

In this putative class action lawsuit against Integra, Plaintiff alleges unlawful

discrimination and retaliation with respect to a “penalty” that Integra imposed on employees who

' For the purpose of considering the instant motion, the Court accepts all factual allegations in the

Amended Complaint as true. See Phillips v. County of Allegheny, 515 F.3d 224, 228 (3d Cir. 2008).

declined to receive a vaccination for the coronavirus disease 2019 (“COVID-19”). (See generally

Am. Compl., ECF No. 14.) The relevant facts are summarized as follows.

Plaintiff began working for Integra in 2012. Ud. § 15.) In 2021, during the COVID-19

pandemic, Integra instituted a vaccine mandate and informed its employees that they were

expected to receive a COVID-19 vaccination. Ud. {J 17, 20-22.) Due to Plaintiffs “religious

beliefs,” however, Plaintiff “could not get the vaccine.” Ud § 18.) Accordingly, she sought a

religious exemption from the vaccine mandate. Ud.) Integra, however, denied her request and

approved only “an exceeding few” of the over forty religious accommodation requests that Integra

received, (/d. 10, 11, 17-19.) Plaintiff nonetheless chose to remain unvaccinated, and asa result,

Integra charged her a penalty of $46 per payroll cycle from 2021 until 2023.” Ud. 4 20-23.)

Plaintiff alleges that in withholding a portion of her and other employees’ pay, Integra

unlawfully discriminated against her and others similarly situated for their sincerely held religious

beliefs. Ud. 43, 46.) Plaintiff further alleges that Integra denied her a promotion to the role of

quality inspector in August 2022, in retaliation for her refusal to become vaccinated. (U/d. § 23.)

B. Procedural Background

Plaintiff initially filed this case in the Superior Court of New Jersey. (Notice of Removal

4.3, ECF No. 1.) Integra timely removed the case to this Court, invoking this Court’s jurisdiction

* Integra referred to this penalty as the “Covid Unvaxxed penalty.” (Am. Compl. 4 20.)

pursuant to the Class Action Fairness Act of 2005 (“CAFA”), 28 U.S.C. § 1332(d).3 Ud. ¥ 11.)

Plaintiff subsequently filed an Amended Complaint, asserting five causes of action against Integra:

(1) violation of the Ohio Prompt Pay Act, Ohio Rev. Code Ann. § 4113.15 (“Ohio Prompt Pay

Act”) (Count TD; (2) unjust enrichment (Count IJ); (3) breach of contract (Count III);

(4) discrimination under Title VII of the Civil Rights Act of 1964 (“Title VIT’) (Count IV); and

(5) retaliation under Title VII (Count V). (Am. Compl. §§ 41-63.)

Defendant thereafter moved to dismiss the Amended Complaint pursuant to Federal Rule

of Civil Procedure 12(b)(6).4 (ECF No. 16.) Plaintiff opposed (ECF No. 20), and Defendant replied

(ECF No. 21).

I. LEGAL STANDARD

Rule 8(a)(2) requires only “a short and plain statement of the claim showing that the pleader

is entitled to relief,’ in order to ‘give the defendant fair notice of what the... claim is and the

3 “CAFA provides federal courts with jurisdiction over civil class actions if the ‘matter in

controversy exceeds the sum or value of $5,000,000,’ the aggregate number of proposed class

members is 100 or more, and any class member is a citizen of a state different from any defendant.”

Vodenichar y. Halcon Energy Props., Inc., 733 F.3d 497, 503 (3d Cir. 2013) (citing 28 U.S.C.

§ 1332(d)(2), (d)(2)(A), (d)(5)(B)). CAFA operates as an expansion of diversity jurisdiction and

“authorizes federal jurisdiction over class actions even in the absence of complete diversity

between the parties, except where the ‘controversy is uniquely’ connected to the state in which the

action was originally filed.” /d. (citation omitted). The Court finds that the threshold requirements

for CAFA jurisdiction are met, and that the local controversy and home state exceptions do not

apply. (See Am. Compl. {ff 26-28 (alleging over 500 members in the putative class); Notice of

Removal {32-35 (alleging that Plaintiff is a citizen of Ohio and Defendant is a citizen of New

Jersey and Delaware); id. J] 21-31 (alleging that the aggregate amount in controversy exceeds

$5,000,000)); see Dart Cherokee Basin Operating Co., LLC v. Owens, 574 U.S. 81, 83 (2014) (“a

[defendant’s] removal notice need only plausibly allege, not detail proof of, the amount in

controversy” when removing a case to federal court pursuant to CAFA”).

* All references to “Rule” or “Rules” hereafter refer to the Federal Rules of Civil Procedure.

grounds upon which it rests.’” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting

Conley v. Gibson, 355 U.S. 41, 47 (1957)).

A district court conducts a three-part analysis when considering a motion to dismiss under

Rule 12(b)(6). See Malleus v. George, 641 F.3d 560, 563 (3d Cir. 2011). First, the court must

identify “the elements a plaintiff must plead to state a claim.” Ashcroft v. Iqbal, 556 U.S. 662,

675 (2009). Second, the court must identify all of the plaintiff’s well-pleaded factual allegations,

accept them as true, and “construe the complaint in the light most favorable to the plaintiff.”

Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009) (citation omitted). The court can

discard bare legal conclusions or factually unsupported accusations that merely state the defendant

unlawfully harmed the plaintiff. See Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 555).

Third, the court must determine whether “the [well-pleaded] facts alleged in the complaint are

sufficient to show that the plaintiff has a ‘plausible claim for relief.’” Fowler, 578 F.3d at

211 (quoting /gbal, 556 U.S. at 679). A facially plausible claim “allows the court to draw the

reasonable inference that the defendant is liable for the misconduct alleged.” /d. at 210 (quoting

Igbal, 556 U.S. at 678). On a Rule 12(b)(6) motion, the “defendant bear[s] the burden of showing

that no claim has been presented.” Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005) (citing

Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d Cir. 1991)).

IH. DISCUSSION

Defendant moves to dismiss Plaintiff's claims on multiple grounds. (See generally Def.’s

Moving Br., ECF No. 16-1.) The Court begins its analysis with Plaintiff’s federal claims brought

under Title VII (Counts IV and V), and thereafter addresses Plaintiff’s claims arising under state

law (Counts I, II, II).

A. Title VII Claims (Counts IV and V)

Plaintiff alleges that Integra discriminated and retaliated against her “sincerely held

religious beliefs” in violation of Title VII. (Am. Compl. 53-63.) Integra contends that Plaintiff’s

Title VII claims are barred due to her failure to exhaust administrative remedies prior to initiating

this action. (Def.’s Moving Br. 5-7.) The Court agrees. Moreover, even assuming that Plaintiff had

alleged exhaustion or asserted that exhaustion would have been futile, her Title VII claims must

still be dismissed for failure to state a plausible claim for relief.

L Plaintiff fails to adequately allege exhaustion of remedies or that

exhaustion would have been futile.

“Before bringing suit under Title VII in federal court, a plaintiff must first file a charge

with the [Equal Employment Opportunity Commission (SEEOC”)].” Webb v. City of Phila., 562

F.3d 256, 262 (3d Cir. 2009). “In Title VII actions, failure to exhaust administrative remedies is an

affirmative defense in the nature of statute of limitations” and “the defendant bears the burden of

pleading and proving that the plaintiff has failed to exhaust administrative remedies.” Williams v.

Runyon, 130 F.3d 568, 573 (3d Cir. 1997) (citations omitted). “The purpose of this administrative

exhaustion requirement is to put the EEOC on notice of the plaintiff’s claims and afford it ‘the

opportunity to settle disputes through conference, conciliation, and persuasion, avoiding

unnecessary action in court.” Webb, 562 F.3d at 262 (citation omitted).

Here, Plaintiff does not allege that she filed a complaint with the EEOC or otherwise

exhausted her administrative remedies prior to initiating this action. (See generally Am. Compl.)

In opposition, however, Plaintiff asserts that bringing this action to the EEOC would have been

“futile” because the vaccine mandate was “unnegotiable.” (Pl.’s Opp’n Br. 3-5, ECF No. 20.)

The Court is not so persuaded. A plaintiff seeking “to invoke the futility exception to

exhaustion .. . must ‘provide a clear and positive showing’ of futility before the [dJistrict [c]ourt.”

Wilson v. MVM, Inc., 475 F.3d 166, 175 Gd Cir. 2007) (quoting D’Amico v. CBS Corp., 197 F.3d

287, 293 (3d Cir. 2002)). Furthermore, the Third Circuit describes five non-exclusive factors that

district courts weigh in assessing whether to excuse exhaustion on futility grounds. See Harrow v.

Prudential Ins. Co. of Am., 279 F.3d 244, 250 (3d Cir. 2002). These factors include:

(1) whether the plaintiff diligently pursued administrative relief; (2) whether the plaintiff acted

reasonably in seeking immediate judicial review under the circumstances; (3) the existence of a

fixed policy denying benefits; (4) the failure of the insurance company to comply with its own

internal administrative procedures; and (5) the testimony of plan administrators that any

administrative appeal was futile. Jd.

Here, Plaintiff does not plead futility pursuant to the factors listed in Harrow, nor does

Plaintiff elaborate as to why an attempt to exhaust would have been futile in her opposition. (P1.’s

Opp’n Br. 4.) Instead, Plaintiff’s sole argument of futility—that the vaccine mandate was

“unnegotiable”—is contradicted by her own allegation that Integra permitted employees to submit

exemption requests and granted at least a “few” of them. (Am. Compl. ¢ 11.) Accordingly, the

Court finds that Plaintiff has failed to demonstrate that exhaustion would have been futile. Brown

v. Warden Canaan USP, 763 F. App’x 296, 297 (3d Cir. 2019) (affirming district court’s dismissal

of complaint where plaintiff “failed to allege facts to support a finding that exhaustion would have

been futile”); Haydt v. Loikits, No. 99-4342, 2000 WL 1848598, at *2 (E.D. Pa. Dec. 19, 2000)

(dismissing Title VIL claim on a motion to dismiss where plaintiff failed to provide adequate

reasoning as to “why she was unable to cooperate with the EEOC”).°

2. Plaintiff fails to adequately allege a “sincerely held religious belief” to

sustain a claim for discrimination or retaliation under Title VH.

Even if the Court were to assume, arguendo, that exhaustion would have been futile,

Plaintiff’s Title VII claims still fail on the merits.° To allege a prima facie case of religious

discrimination, Plaintiff must allege that: (1) she holds a sincere religious belief that conflicts with

a job requirement; (2) she informed the employer of the conflict; and (3) she was disciplined for

failing to comply with the conflicting requirement. Shelton v. Univ. of Med. & Dentistry of N.J.,

223 F.3d 220, 224 (3d Cir. 2000). As to what qualifies as a religious belief, the Third Circuit has

adopted the following definition of religion:

First, a religion addresses fundamental and ultimate questions

having to do with deep and imponderable matters. Second, a religion

is comprehensive in nature; it consists of a belief-system as opposed

to an isolated teaching. Third, a religion often can be recognized by

the presence of certain formal and external signs.

Africa v. Pennsylvania, 662 F.2d 1025, 1032 (3d Cir. 1981).

Here, Plaintiff broadly alleges that Integra’s vaccination policy conflicted with her

“sincerely held religious beliefs.” (Am. Compl. § 60.) The Amended Complaint, however, is

> Plaintiff also asserts that exhaustion is “unnecessary” because of Integra’s “clear and

unambiguous constitutional violation.” (P1.’s Opp’n Br. 3-4.) A “mere allegation of a constitutional

deprivation,” however, will not excuse a plaintiff’s failure to exhaust the available administrative

remedies. Lower Alloways Creek Twp. v. U.S. Nuclear Regul. Comm’n, 481 F. Supp. 443, 449

(D.N.J. 1979). Moreover, as the Court moves on to find, Plaintiff fails to adequately allege her

“religious belief” that Integra discriminated or retaliated against. Accordingly, at this stage, the

Court cannot conclude that the decision to deny Plaintiff a religious exemption “clearly and

unambiguously violate[d]” Plaintiff’s constitutional rights. Jd.

Parenthetically, the Court notes that failure to exhaust administrative remedies in Title VII actions

does not impact this Court’s subject matter jurisdiction; rather, dismissal is warranted under Rule

12(b)(6) for failure to state a claim. See Anjelino v. N.Y. Times Co., 200 F.3d 73, 87 (3d Cir. 1999);

Robinson vy. Dalton, 107 F.3d 1018, 1021 (3d Cir. 1997),

“completely devoid of any identification of what those beliefs are.” Divine Equal. Righteous v.

Overbrook Sch. for the Blind, No. 23-846, 2023 WL 4763994, at *4 (E.D. Pa. July 26, 2023),

Without alleging what religious beliefs Plaintiff held that conflicted with Integra’s vaccine

mandate, Plaintiff cannot sustain a claim for religious discrimination under Title VI. See id.

(dismissing Title VU religious discrimination claim in part because plaintiff failed to adequately

allege a “religious belief that conflict[ed| with a job requirement”); Federoff v. Geisinger Clinic,

571 F. Supp. 3d 376, 387 (M.D. Pa. 2021) (concluding that it was “impossible” to determine

whether plaintiffs adequately alleged a sincere religious belief because they provided “no

information whatsoever about their beliefs” in their complaint).

Moreover, “because Plaintiff’s retaliation claim is predicated on her showing a sincerely

held religious belief,” Plaintiff’s retaliation claim fails for the same reason. Ritler v. Lehigh Valley

Health Network, No, 22-4897, 2024 WL 643543, at *6 (E.D. Pa. Feb. 15, 2024); McKinley v.

Princeton Univ., No. 22- 5069, 2023 WL 8374486, at *2 (D.N.J. Dec. 1, 2023) (‘Where a plaintiff

opposes COVID-19 mandates by an employer under Title VIT” and faces an adverse employment

decision, “failure to allege a sincerely held religious belief means the plaintiff fails to state a claim

for religious discrimination .. . or retaliation.”). Accordingly, Plaintiff’s Title VII claims (Counts

IV and V) are dismissed without prejudice.

B. State Law Claims (Counts I, H, and III)’

L. ERISA Preemption

Turning next to Plaintiffs state law claims, the Court must first determine whether these

claims are preempted by the Employee Retirement Income Security Act of 1974 (“ERISA”).

Integra argues that Plaintiff’s state law claims are preempted by ERISA because the penalty that

Integra charged was a “group health insurance premium surcharge on individuals who were not

vaccinated” as part of Integra’s ERISA health plan, and that this action was “explicitly authorized

by ERISA and its associated guidance” during the COVID-19 pandemic. (Def.’s Moving Br.

11-13.)

Since ERISA preemption is an affirmative defense, the defendant “bears the burden of

proving its applicability.” Seguro Medico, LLC v. Suffolk Admin. Servs., LLC, No. 23-2495, 2024

WL 1621343, at *3 (E.D. Pa. Apr. 15, 2024). “The law in this Circuit has long been that a district

court may grant a Rule 12(b)(6) motion on the basis of an affirmative defense ‘if the predicate

establishing the defense is apparent from the face of the complaint.’” Brody v. Hankin, 145 F.

App’x 768, 771 (3d Cir. 2005) (quotation omitted); see Seguro Medico, LLC, 2024 WL 1621343,

at *1 (explaining that this principle applies to ERISA preemption). “Whether a plan exists within

the meaning of ERISA is ‘a question of fact, to be answered in light of all the surrounding facts

7 The Court proceeds to address Plaintiff's state law claims “[b]ecause CAFA provides the Court

with an independent basis for subject matter jurisdiction over this lawsuit,” and “the Court cannot

decline pendent jurisdiction over the state law claims.” Jn re Nickelodeon Consumer Priv. Litig.,

No. 12-7829, 2014 WL 3012873, at *2 (D.N.J. July 2, 2014). With respect to the applicable law

for these claims, the parties do not dispute, and the Court agrees, that Ohio law applies to the claim

under the Ohio Prompt Pay Act, and New Jersey law applies to the breach of contract and unjust

enrichment claims. See Sheridan v. NGK Metals Corp., 609 F.3d 239, 253 (3d Cir. 2010)

(explaining that the Court’s role in diversity cases is to apply state law); Flaherty-Wiebel v. Morris,

Downing & Sherred, 384 F. App’x 173, 176-77 (Gd Cir. 2010) (applying New Jersey law in a

diversity action where the parties agreed that New Jersey law applied).

and circumstances from the point of view of a reasonable person.’” Deibler v. United Food & Com.

Workers’ Loc. Union 23, 973 F.2d 206, 209 (3d Cir. 1992) (citation omitted).

Based on the facts pleaded in the Amended Complaint, the Court is unable to determine

the applicability of ERISA preemption to Plaintiff’s state law claims. The problem with Integra’s

argument is that it presupposes that the alleged penalty was imposed on a health insurance plan,

and that the underlying plan is indeed an ERISA plan. As Plaintiff correctly argues, however, she

does not plead any “information regarding any surcharge or ERISA plan,” (Pl.’s Opp’n Br. 5-6),

and Integra does not attach the relevant health insurance plan from which the Court could

determine whether the plan is governed by ERISA. See, e.g., LeMoine v. Empire Blue Cross Blue

Shield, No. 16-6786, 2018 WL 1773498, at *1 (D.N.J. Apr. 12, 2018) (considering the plan as

attached to defendant’s motion to dismiss to determine question of ERISA preemption). Because

the Court lacks relevant facts and circumstances necessary to make an assessment as to the

applicability of ERISA, the Court holds that a determination regarding ERISA preemption is

premature. See Deblasio v. Cent. Metals, Inc., No. 13-5282, 2014 WL 2919557 at *7-8 (D.N.J.

June 27, 2014) (declining to dismiss state law claims on the basis of ERISA preemption where the

Court could not “determine based on the [c]omplaint alone whether the [pJolicy constitutes an

ERISA plan”).

2. Violation of Ohio Prompt Pay Act (Count I)

Moving to the merits of Plaintiffs state law claims, the Court first addresses Plaintiffs

claim for unpaid wages under the Ohio Prompt Pay Act. Integra moves to dismiss this claim on

the grounds that Plaintiff is precluded from bringing this claim because the wages owed to her are

disputed. (Def.’s Moving Br. 15-16.) Specifically, Integra argues that because the Ohio Prompt

Pay Act states that a defendant is liable for unpaid wages where “no contest, court order or dispute”

10

exists over the nonpayment, and here, a dispute exists, Plaintiff is barred from asserting a claim

under this statute. (/d.)

The relevant portions of the Ohio Prompt Pay Act read as follows:

(A) Every employer doing business in this state shall, on or before

the first day of each month, pay all its employees the wages earned

by them during the first half of the preceding month ending with the

fifteenth day thereof, and shall, on or before the fifteenth day of each

month, pay such employees the wages earned by them during the

last half of the preceding calendar month... .

(B) Where wages remain unpaid for thirty days beyond the regularly

scheduled payday or, in the case where no regularly scheduled

payday is applicable, for sixty days beyond the filing by the

employee of a claim or for sixty days beyond the date of the

agreement, award, or other act making wages payable and no

contest, court order or dispute of any wage claim including the

assertion of a counterclaim exists accounting for nonpayment, the

employer, in addition, as liquidated damages, is liable to the

employee in an amount equal to six per cent of the amount of the

claim still unpaid and not in contest or disputed or two hundred

dollars, whichever is greater.

O.R.C. § 4113.15 (emphasis added).

In a diversity case, the Court “must interpret substantive state law in accordance with

rulings of the state’s highest court.”* Mickens v. Ford Motor Co., 900 F. Supp. 2d 427, 435 (D.N.J.

2012). “In the absence of guidance from the state’s highest court,” a district court analyzing state

law must “look to decisions of state intermediate appellate courts, of federal courts interpreting

that state’s law, and of other state supreme courts that have addressed the issue,” as well as to

“analogous decisions, considered dicta, scholarly works, and any other reliable data tending

convincingly to show how the highest court in the state would decide the issue at hand.” Norfolk

As explained supra, CAFA provides a basis for federal courts to exercise diversity jurisdiction

over state law claims between diverse parties. See Rowland v. Bissell Homecare, Inc.,73 F.4th 177,

183 (3d Cir, 2023).

11

S. Ry. Co. v. Basell USA Inc., 512 F.3d 86, 92 (3d Cir. 2008) Ginternal quotations omitted) (quoting

Koppers Co., Inc. v. Aetna Cas. & Sur. Co., 98 F.3d 1440, 1445 Gd Cir. 1996).

Here, the parties have not cited, and the Court is unaware of, any authority from the Ohio

Supreme Court that directly addresses whether a dispute over the nonpayment of wages precludes

a plaintiff from bringing a claim under the Ohio Prompt Pay Act. (See generally Def.’s Moving

Br.; Pl.’s Opp’n Br.) The Ohio Court of Appeals, however, has interpreted these statutory

provisions and held that where there is a contest over a wage claim, Ҥ 4113.15, the [Ohio] Prompt

Pay Act, does not apply.” Haines & Co. v. Stewart, No. 2000-138, 2001 WL 166465, at *3 (Ohio

Ct. App. Feb. 5, 2001).

Following the pronouncement in Haines by the Ohio Court of Appeals, the Sixth Circuit

held that a legitimate dispute over the nonpayment of wages precludes a claim under the Ohio

Prompt Pay Act. O’Brien v. Ed Donnelly Enters., 575 F.3d 567, 577 (6th Cir. 2009), partially

abrogated on other grounds by, Campbell-Ewald Co. v. Gomez, 577 U.S. 153 (2016) (applying

Ohio law and relying in part on Haines to reach its holding). Federal district courts have similarly

interepted this statute to hold that “no § 4113.15 claim survives when the unpaid wage claim is

disputed.” Garner v. Cleveland Clinic Found., 735 F. Supp. 3d 867, 880 (N.D. Ohio 2024) (citing

cases) (dismissing plaintiff’s claim under the Ohio Prompt Pay Act and finding that “where a

dispute over the wages exists, no cause of action will lie”); Baum v. Intertek Testing Servs., No.

13-1347, 2013 WL 6492372, at *4 (N.D. Ohio Dec. 10, 2013) (“A legitimate dispute exists as to

the amount of commissions due to [p]laintiff, making O.R.C. § 4113.15 inapplicable.”); Jn re

Cos., Inc. Fair Lab. Standards Act & Wage & Hour Litig., 517 F. Supp. 3d 484, S515

(W.D.N.C. 2021) ([A] bona fide dispute . . . means that [p]laintiffs cannot recover liquidated

damages or other remedies under section 4113.15(B) of the [Ohio Prompt Pay Act]”); Copley,

12

McGeeney and Tilley v. Evolution Well Servs. Operating, LLC, No. 20-1442, 2021 WL 3370058,

at *7 (W.D. Pa. Aug. 3, 2021) (‘[A]n [Ohio Prompt Pay Act] claim is subject to dismissal where

the [cJomplaint facially demonstrates the existence of a dispute accounting for nonpayment.”).

Viewing these authorities together, the Court concludes that a plaintiff is precluded from

bringing a claim under § 4113.15, the Ohio Prompt Pay Act, where a legitimate dispute exists as

to what wages, if any, are due. See e.g., Haines, 2001 WL 166465, at *3. Here, Plaintiff challenges

the legality of the company-wide policy pursuant to which Integra withheld a portion of her wages.

(Am Compl. § 15.) Because Integra disputes whether further wages are owed to Plaintiff, and

Plaintiff’s claims depend on the “resolution of common issues of law and fact,” Plaintiff cannot

sustain a claim under the Ohio Prompt Pay Act. Garner, 735 F. Supp. 3d at 881; see O’Brien, 575

F.3d at 577 (holding that where “defendant’s liability for further wages accounted for [the]

nonpayment,” a dispute existed and precluded plaintiff’s Ohio Prompt Pay Act claim). As such,

this claim (Count J) is dismissed without prejudice.”

3. Breach of Contract (Count ID)

Next, Integra argues that Plaintiffs breach of contract claim should be dismissed because

Plaintiff fails to identify the specific contract at issue or any specific contract provision that Integra

allegedly breached. (Def.’s Moving Br. 16-17.) Plaintiff, in turn, argues that her allegations are

Plaintiff asks the Court for permission to “amend the complaint” to allege that Integra has

withheld “undisputed wages” should the Court conclude that Plaintiff fails to adequately allege a

claim under § 4113.15. (Pl.’s Opp’n Br. 8.) Plaintiff, however, misconstrues the legal standard on

a motion to dismiss. While the Court accepts as true all well-pleaded facts, the Court need not

accept as true conclusory statements, statements of law, or unwarranted inferences cast as factual

allegations. Twombly, 550 U.S. at 555-57. Even if Plaintiff were to allege that the withheld wages

are “undisputed,” such an allegation is likely to be conclusory, given that there appears to be a

bona fide dispute between the parties regarding whether Plaintiff is rightfully due these wages.

Nonetheless, out of an abundance of caution, the Court will permit Plaintiff to reassert this claim

in a second amended complaint, should she believe that she can cure the deficiencies identified

herein.

13

sufficient because she alleges that “there was a contract for a set amount” which “Defendant

breached.” (PI.’s Opp’n Br. 9-10.)

To plead a breach of contract claim under New Jersey law, a plaintiff must allege: (1) the

existence of a valid contract; (2) a breach of that contract; (3) resulting damages; and (4) that the

plaintiff performed her own contractual obligations. Frederico v. Home Depot, 507 F.3d 188, 203

(3d Cir. 2007) (citation omitted). To satisfy Rule 8(a), a plaintiff must identify the portions of the

contract that were allegedly breached. See Faist/ v. Energy Plus Holdings, LLC, No. 12-2879, 2012

WL 3835815, at *7-8 (D.N.J. Sept. 4, 2012); Entrailer Corp. v. Unbeatablesale.com, Inc., No.

21-10172, 2024 WL 1016200, at *4 (D.N.J. Mar. 8, 2024) (“[A] complaint’s reference to an

agreement and allegation of its breach is insufficient to survive dismissal because those claims are

‘legal conclusion[s]’ properly disregarded on a Rule 12(b)(6) motion.)

In this case, Plaintiff fails to identify any specific contract that Integra purportedly breached

and entirely fails to identify or describe the provisions or terms of the agreement relevant to this

dispute. Instead, Plaintiff alleges in a conclusory manner that Integra “agreed to a set salary for

Plaintiff's work product,” and that Integra “breached the contract” by choosing to pay her “less

than her contract provided for.” (Am. Compl. J 50-52.) In failing to identify “the specific contract

or provision that was allegedly breached,” the terms of the contract, or how Integra breached its

obligations under said contract, Plaintiff fails to state a claim for breach of contract. Fabbro vy. DRX

Urgent Care, LLC, 616 F. App’x 485, 487 (3d Cir. 2015); Riachi v. Prometheus Grp., No. 16-2749,

2016 WL 6246766, at *3 (D.N.J. Oct. 25, 2016) (dismissing breach of contract claim where

plaintiff generally referenced an agreement between the parties but failed to “provide any specific

details as to when the parties entered a contract, what the terms of the contract were, or how

14

[djefendants’ actions might have violated those terms”). The Court, accordingly, dismisses

Plaintiff’s breach of contract claim (Count II) without prejudice.

4, Unjust Enrichment (Count I)

Finally, turning to Plaintiffs unjust enrichment claim, the Court finds that Plaintiff’s unjust

enrichment claim fails because it is duplicative of the breach of contract claim.

In New Jersey, “[a] quasi-contract claim cannot exist when there is an enforceable

agreement between parties.” MK Strategies, LLC y. Ann Taylor Stores Corp., 567 F. Supp. 2d 729,

733-34 (D.N.J. 2008) (citing Callano v. Oakwood Park Homes Corp., 91 N.J. Super. 105, 219

(App. Div. 1966)). Where a plaintiff pleads the existence of a valid contract, “the express contract

binds the parties, and the court has no grounds from which to find an implied promise concerning

the same subject matter.” Bowen v. Bank of Am., No. 14-3531, 2015 WL 5542489, at *5 (D.N.J.

Sept. 18, 2015).

Plaintiff concedes in the Amended Complaint and in her briefing that there is a valid

contract between the parties. (See Am. Compl. 50-51; Pl.’s Opp’n Br. at 9-10.) In addition,

Plaintiff's unjust enrichment claim concerns precisely the same conduct that forms the basis of her

breach of contract claim. For example, Plaintiff alleges that Integra is liable for unjust enrichment

because it “refused to provide Plaintiff her full salary” and that Integra “kept said monies.” (Am.

Compl. §[ 45-47.) Because these claims are duplicative, Plaintiffs unjust enrichment claim must

be dismissed. See SDC Info. Servs., Inc. v. Intelligroup, Inc., No. 11-5874, 2012 WL 2119156, at

*2 (D.N.J. June 11, 2012) (dismissing unjust enrichment claim because “the facts supporting the

plaintiff's unjust enrichment claim are the same facts supporting the breach of contract claims”);

Ribble Co., Inc v. Burkert Fluid Control Sys., No. 15-6173, 2016 WL 6886869, at *5 (D.N.J. Nov.

15

22, 2016) (dismissing breach of contract claim as insufficiently pled, and unjust enrichment claim

as duplicative of the breach of contract claim).

IV. CONCLUSION

For the reasons set forth above, Defendant’s Motion to Dismiss is granted. The Court will

issue an Order consistent with this Memorandum Opinion.

MICHAEL A. Shfpr

UNITED STATES DISTRICT JUDGE

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