Qayumi v. Talent Net, Inc. et al

Filing 43

ORDER RE MOTION TO DISMISS. Signed by Judge James Donato on 1/17/2023. (jdlc1, COURT STAFF) (Filed on 1/17/2023)

Case 3:21-cv-00323-JD Document 43 Filed 01/17/23 Page 1 of 5

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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ARIANA QAYUMI,
Plaintiff,

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United States District Court
Northern District of California

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Case No. 21-cv-00323-JD
ORDER RE MOTION TO DISMISS

v.
TALENT NET, INC., et al.,
Defendants.

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In a second amended complaint (SAC), plaintiff Ariana Qayumi alleges 14 federal and

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California state law employment claims against defendants RBC Capital Markets, LLC and

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TalentNet, Inc. Dkt. No. 33. Qayumi says she was recruited by RBC as a product manager in its

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“West Coast Innovation Lab” in 2016. Id. ¶ 1. Rather than employing Qayumi directly, RBC

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hired her as a contractor through the TalentNet staffing agency. Id. Qayumi alleges a wide array

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of workplace violations ranging from wage and reimbursement issues to conversion, breach of

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contract, unfair business practices, and wrongful termination in 2019.

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RBC asks to dismiss the eighth cause of action for conversion and tenth cause of action for

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breach of contract under Federal Rule of Civil Procedure 12(b)(6). Dkt. No. 36. The motion is

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granted, and the eighth and tenth causes of action against RBC are dismissed with leave to amend.

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LEGAL STANDARDS

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The Court has detailed the governing standards in other orders, and that discussion is

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incorporated here. See McLellan v. Fitbit, Inc., No. 3:16-cv-00036-JD, 2018 WL 2688781, at *1

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(N.D. Cal. June 5, 2018). In pertinent part, Rule 8(a)(2) of the Federal Rules of Civil Procedure

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requires that a complaint make “a short and plain statement of the claim showing that the pleader

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is entitled to relief.” To meet that rule and survive a Rule 12(b)(6) motion to dismiss, a plaintiff

Case 3:21-cv-00323-JD Document 43 Filed 01/17/23 Page 2 of 5

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must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v.

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Twombly, 550 U.S. 544, 570 (2007). “A claim has facial plausibility when the plaintiff pleads

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factual content that allows the court to draw the reasonable inference that the defendant is liable

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for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly, 550

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U.S. at 556). Determining whether a complaint states a plausible claim for relief is a “context-

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specific task that requires the reviewing court to draw on its judicial experience and common

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sense.” Id. at 679. “Because this diversity case arises in California, California law applies.”

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Allstate Ins. Co. v. Smith, 929 F.2d 447, 449 (9th Cir. 1991).
DISCUSSION

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United States District Court
Northern District of California

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I.

THE CONVERSION CLAIM
The conversion claim may not go forward as currently formulated. The elements of

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conversion under California law are: “(1) the plaintiff’s ownership or right to possession of the

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property at the time of the conversion; (2) the defendant’s conversion by a wrongful act or

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disposition of property rights; and (3) damages.” Mindys Cosmetics, Inc. v. Dakar, 611 F.3d 590,

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601 (9th Cir. 2010) (citing Oakdale Vill. Grp. v. Fong, 43 Cal. App. 4th 539, 543-44 (1996)).

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The SAC does not plausibly allege the first element. It says that Qayumi’s supervisor at

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RBC asked her “to purchase office furniture, computer equipment and other supplies needed to

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equip the new RBC office,” and that Qayumi purchased the items “using her own funds.” Dkt.

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No. 33 ¶ 122. RBC allegedly promised to reimburse her for the purchases, but did not do so. Id.

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¶¶ 113-17. In other words, Qayumi purchased the furnishings and supplies at RBC’s instruction

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and on its behalf. That she used her own money and was promised reimbursement does not

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establish that she was “entitled to immediate possession at the time of conversion.” See Farmers

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Ins. Exch. v. Zerin, 53 Cal. App. 4th 445, 452 (1997) (internal quotation and citation omitted)

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(emphasis in original). A “mere contractual right of payment, without more,” does not establish a

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right of ownership or possession. Id. In light of this shortfall, the Court need not address the

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adequacy of the allegations for the second and third elements of conversion.

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RBC says that the conversion claim should be dismissed with prejudice because it is
duplicative of the seventh cause of action for failure to reimburse business expenses under Cal.
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Lab. Code § 2802. Dkt. No. 36 at 4-5. The point is not well taken. It is true that, in some

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circumstances, the “new right-exclusive remedy” doctrine provides that statutes like Section 2802

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are the exclusive remedy and can preclude common law claims based on the same theory of

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liability. See Ochoa v. McDonald’s Corp., 133 F. Supp. 3d 1228, 1240-41 (N.D. Cal. 2015); see

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also Rojo v. Kliger, 52 Cal. 3d 65, 79 (1990) (“[W]here a statute creates a right that did not exist at

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common law and provides a comprehensive and detailed remedial scheme for its enforcement, the

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statutory remedy is exclusive.”). But Rule 8(d) expressly permits Qayumi to allege alternative

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and/or inconsistent theories of liability at the pleadings stage. Fed. R. Civ. P. 8(d)(2), (3).

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Consequently, the dismissal is with leave to amend.

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United States District Court
Northern District of California

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II.

THE CONTRACT CLAIMS
The contract claims against RBC also need improvement. The elements of breach of

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contract under California law are: “(1) the existence of the contract, (2) plaintiff’s performance or

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excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.”

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Oasis W. Realty, LLC v. Goldman, 51 Cal. 4th 811, 821 (2011); see also Rudio v. Credit Control,

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No. 16-cv-03003-JD, 2018 WL 4772303, at *2 (N.D. Cal. Oct. 1, 2018).

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The SAC says that RBC breached “various oral contracts” with Qayumi “which required

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RBC to fulfill its promises of providing pay and benefits for hours worked.” See Dkt. No. 33

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¶ 130. The problem for Qayumi is the SAC does not plausibly state that RBC made such

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promises. Rather, the allegations indicate that RBC told Qayumi she would be hired by

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TalentNet, and that TalentNet would be responsible for paying her wages and benefits. See id.

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¶ 21 (“[RBC] told Plaintiff she would be hired as a contract employee through a staffing agency,

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TalentNet, who would handle payroll and other administrative aspects of her employment for

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RBC.”); id. ¶ 131 (“Plaintiff was told she would get the benefits of being an employee of

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TalentNet, including regular pay, administrative support, and employee benefits.”). This does not

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square with a contract claim against RBC.

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RBC’s alleged oral offer to pay Qayumi $50 per hour, see id., also conflicts with the terms

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of Qayumi’s written employment contract that is attached as an exhibit to the SAC. See Dkt. No.

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33-1. The written contract states that Qayumi would be paid $40 per hour to perform services for
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RBC “on behalf of” TalentNet. Id. Sched. A ¶¶ 1, 3. It provides that “[t]his Agreement (including

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any Work Orders hereto) contains the entire agreement between TalentNet and [Qayumi]

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concerning the subject matter hereof and supersedes any and all prior and contemporaneous

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negotiations, correspondence, understandings and agreements, whether oral or written, respecting

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such subject matter.” Id. ¶ 16(g). Qayumi’s claims that a separate oral contract regarding her

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employment was formed and breached are again not plausible in light of this integration clause.

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See FormFactor, Inc. v. MarTek, Inc., No. 14-cv-01122-JD, 2015 WL 367653, at *7 (N.D. Cal.

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Jan. 28, 2015).

United States District Court
Northern District of California

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The SAC also alleges that a second oral contract was breached when RBC asked Qayumi

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to purchase items for RBC’s office within an unspecified budget, “promised to promptly repay”

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her for the purchases, and did not do so. Dkt. No. 33 ¶ 139. But the SAC does not specify the

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terms of the contract (including the budget or the items Qayumi was authorized to purchase), what

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Qayumi purchased, when she completed the project, the expenses she submitted, or when RBC

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breached. Without this information, a breach of contract claim is not plausibly alleged. See

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Heidingsfelder v. Amerisprise Auto & Home Ins., No. 19-cv-08255-JD, 2020 WL 5702111, at *3

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(N.D. Cal. Sept. 24, 2020). So too for the breach of the implied duty of good faith claims with

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respect to the contracts. See id.; see also Racine & Laramie, Ltd. v. Dep’t of Parks & Recreation,

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11 Cal. App. 4th 1026, 1032 (1992) (“There is no obligation to deal fairly or in good faith absent

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an existing contract.”).

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The SAC does not state a viable breach of contract claim under the staffing contract

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between RBC and TalentNet. Although the SAC alleges that RBC breached that agreement, it

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does not include any facts to suggest that Qayumi is entitled to sue for that breach under

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California’s third-party beneficiary doctrine. See Dkt. No. 33 ¶ 23, 41; Goonewardene v. ADP,

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LLC, 6 Cal. 5th 817, 830 (2019).

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The SAC also appears to allege a breach of fiduciary duty claim against RBC under the

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tenth cause of action. See Dkt. No. 33 ¶¶ 133, 135. It says that TalentNet breached its fiduciary

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duty to Qayumi when it failed to pay her proper wages and benefits, and it makes a glancing

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assertion that TalentNet’s breach “is attributable to RBC as RBC was told of the breach” and
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failed to “intervene or rectify the errors.” Id. ¶ 135. This theory of liability appears to be based

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entirely on conclusory allegations that TalentNet was acting as RBC’s agent in administering

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Qayumi’s benefits, and does not include any facts suggesting that RBC had any control over the

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TalentNet’s administration of Qayumi’s wages and benefits. Id. ¶¶ 132-33, 135. To the extent

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Qayumi seeks to hold RBC liable for TalentNet’s alleged breach of fiduciary duty, that claim is

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dismissed.

United States District Court
Northern District of California

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Qayumi’s suggestion that the SAC plausibly alleges an employment relationship between

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her and RBC, see Dkt. No. 38 at 9-10, is not a cure-all for these shortcomings. The SAC does not

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specifically allege the existence of an implied contract, nor does it assert breach of contract claims

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under that theory. See Dkt. No. 33 ¶ 130 (“Plaintiff was employed by Defendants pursuant to

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written and/or oral contracts of employment.”).

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RBC’s suggestion that the breach of contract claims are barred on statute of limitations

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grounds, see Dkt. No. 36 at 8-10, is not appropriate for disposition in a pleadings motion. See

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Beier v. Int’l Bhd. of Teamsters, No. 18-cv-06632-JD, 2020 WL 1929225, at *3 n.1 (N.D. Cal.

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Apr. 21, 2020) (limitations arguments “are rarely appropriate for resolution at the motion to

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dismiss stage,” and “need not be reached based on the dismissal on other independent grounds.”).

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CONCLUSION

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The eighth and tenth causes of action in the SAC against RBC are dismissed with leave to

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amend. Qayumi may file an amended complaint that is consistent with this order by February 3,

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2023. A failure to meet this deadline or otherwise conform to this order will result in dismissal

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with prejudice under Rule 41(b).

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IT IS SO ORDERED.
Dated: January 17, 2023

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JAMES DONATO
United States District Judge

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