The opinion
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4 UNITED STATES DISTRICT COURT
5 NORTHERN DISTRICT OF CALIFORNIA
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7 ERIC RAHMAN, Case No. 25-cv-05171-PCP
8 Plaintiff,
ORDER DENYING MOTION TO
9 v. DISMISS
10 GOOGLE LLC, Re: Dkt. No. 34
Defendant.
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12 Eric Rahman brings this lawsuit against Google, LLC arising from Google’s March 2023
13 termination of Rahman’s employment. Google moves to dismiss Rahman’s breach of contract
14 claim under Federal Rule of Civil Procedure 12(b)(6). For the following reasons, the Court denies
15 Google’s motion.
16 BACKGROUND
17 Rahman was employed by Google from June 2020 through March 2023.1 At the same
18 time, he was an enlisted reservist in the Army. Rahman worked as a “Field Sales Representative.”
19 In that role, he helped Google secure a software sale to the United States Army worth nearly $19
20 million. Rahman alleges that, at some point during the deal, he was “sidelined” by his direct
21 supervisor and was ordered to “stop focusing on” the software sale. Rahman claims this was
22 because his supervisor wanted to “remove [him] from the DoD team altogether, thereby avoiding
23 very large commissions that were coming due for Plaintiff.” Rahman was placed on a performance
24 improvement plan and removed from the DoD team in May 2022. He was later fired while “away
25 on military duty” in early 2023.
26 Rahman filed suit on June 18, 2025. After the Court granted Google’s motion to dismiss
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1 certain claims in the first amended complaint, Dkt. 29, Rahman filed a second amended complaint,
2 Dkt. 33 (SAC). Rahman alleges claims for: (1) discrimination and retaliation in violation of the
3 Uniformed Services Employment and Reemployment Rights Act (USERRA), 38 U.S.C. §§ 4301
4 et seq., and (2) breach of contract. Google moves to dismiss Rahman’s breach of contract claim
5 under Rule 12(b)(6) for failure to state a claim.
6 LEGAL STANDARDS
7 The Federal Rules require a complaint to include a “short and plain statement of the claim
8 showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). If the complaint does not do
9 so, the defendant may move to dismiss the complaint. Fed. R. Civ. P. 12(b)(6). Dismissal is
10 required if the plaintiff fails to allege facts allowing the court to “draw the reasonable inference
11 that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678
12 (2009). “Dismissal under Rule 12(b)(6) is appropriate only where the complaint lacks a cognizable
13 legal theory or sufficient facts to support a cognizable legal theory.” Mendiondo v. Centinela
14 Hosp. Med. Ctr., 521 F.3d 1097, 1104 (9th Cir. 2008). To survive a Rule 12(b)(6) motion, a
15 plaintiff need only plead “enough facts to state a claim to relief that is plausible on its face.” Bell
16 Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007).
17 In considering a Rule 12(b)(6) motion, the Court must “accept all factual allegations in the
18 complaint as true and construe the pleadings in the light most favorable” to the non-moving party.
19 Rowe v. Educ. Credit Mgmt. Corp., 559 F.3d 1028, 1029–30 (9th Cir. 2009). While legal
20 conclusions “can provide the [complaint’s] framework,” the Court will not assume they are correct
21 unless adequately “supported by factual allegations.” Iqbal, 556 U.S. at 679. Courts do not “accept
22 as true allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable
23 inferences.” In re Gilead Scis. Secs. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008) (quoting Sprewell
24 v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001)).
25 ANALYSIS
26 To plead a breach of contract claim, a plaintiff must “allege in the complaint the terms of
27 the contract or attach a copy of the contract to the complaint.” Langan v. United Servs. Auto.
1 3d 239, 252 (1989)). These terms need not be “precis[e]” but should be clear enough to
2 demonstrate what the material terms of the contract were. Id. The Court previously dismissed
3 Rahman’s breach of contract claim because he failed to allege the existence of a contract and a
4 breach of its terms. Dkt. 29 at 4–5. Rahman has cured these deficiencies on amendment.
5 Rahman alleges that his employment agreement with Google placed him on a Sales Bonus
6 Plan that entitled him to commissions and/or bonuses. SAC ¶ 40. He alleges that Google breached
7 the terms of the bonus plan and his employment agreement by depriving him of earned
8 commissions “for his role in originating the Army Workspace deal” and for his subsequent work
9 on other teams. SAC ¶¶ 18, 25. The portion of the bonus plan submitted by Rahman contains a
10 condition precedent (“to receive your quarterly bonus, you must be employed on the last day of
11 the performance period aligned to the end of the quarter”) and an eligibility clause (“you’ll be told
12 if you’re on a sales bonus plan”). SAC ¶ 40. Previously, the Court found that Rahman did not
13 adequately allege that he met either contingency under the bonus plan. Dkt. 29 at 5.
14 To allege that he met the terms of the eligibility clause, Rahman’s second amended
15 complaint includes a document allegedly outlining his 2022 total compensation plan and a photo
16 of a PowerPoint slide “reflecting the 2022 ‘Comp Plan Design’ and ‘Comp Plan Structure’ which
17 was applicable to him for that year.” SAC ¶ 44 & Exs. A & C. Rahman alleges that the 2022 total
18 compensation plan, in particular, was specific to his personnel file. SAC ¶ 42. Accordingly, he
19 now plausibly alleges that he was “told” he was on a sales bonus plan and therefore eligible for the
20 plan.
21 To allege that he met the terms of the condition precedent, Rahman alleges that he “was
22 employed by Google throughout the entirety of the year 2022” and until he was terminated in
23 March 2023. SAC ¶ 44. Although the bonus plan states that Rahman must have been employed at
24 the end of the quarterly performance period to receive a bonus, SAC ¶ 40, Rahman alleges that
25 “during the course of [his] employment with Google, the ‘quotas’ pursuant to which this
26 compensation was to be calculated changed [to] on an annual basis, notwithstanding the reference
27 to purported ‘quarterly quotas’ in the aforementioned Sales Bonus Plan.” SAC ¶ 42 (emphasis in
] that we was employed on the last day of the applicable performance period and thus satisfied the
2 || condition precedent of the bonus plan.
3 In addition, Rahman sufficiently pleads that he was entitled to additional compensation
4 || under the bonus plan that Google never paid him. For example, Rahman allegedly originated and
5 finalized the Army Workspace deal, for which other DoD teammates received additional
6 || compensation. And Rahman alleges that he met the sales quota necessary to receive additional
7 || compensation.
8 In short, Rahman now plausibly alleges that he was employed subject to the bonus plan
9 || and entitled to, and denied, additional compensation under that plan. Rahman therefore pleads a
10 || breach of contract claim.
1] CONCLUSION
12 Google’s motion to dismiss Rahman’s breach of contract claim is denied. Google must file
13 an answer to Rahman’s second amended complaint by March 10, 2026.
IT IS SO ORDERED.
3 15 || Dated: February 17, 2026
5 P. Casey RMts
18 United States District Judge
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