United States District Court, W.D. North Carolina, Statesville Division
C. Mullen United States District Judge
matter is before the Court upon the Defendant's Motion to
Dismiss the Amended Complaint. The motion is fully briefed
and ripe for consideration by the Court.
Amended Complaint alleges as follows: Since 2009, Plaintiff
has worked in North Carolina as Director of OEM and Fleet for
Tectran Mfg., Inc. (“Tectran”), a Delaware
corporation with its principal place of business in New York.
(Amd. Compl. ¶¶ 3-5). Tectran is a distributor and
assembler of heavy duty truck and trailer components in the
North America market. (Id. at ¶ 17). In 2009,
Tectran President Bruce McKie contacted Plaintiff, a veteran
of the heavy-duty truck and trailer component industry, and
offered an ownership stake in Tectran. (Id. at
¶¶ 15, 19). Following negotiations, Plaintiff
agreed to join Defendant to develop Tectran's OEM
(original equipment manufacturer) business as employee and
shareholder. (Id. at ¶ 19). Plaintiff alleges
that throughout his employment, Tectran repeatedly failed to
transfer Tectran stock to Plaintiff according to the
parties' agreement. (Id. at ¶ 26).
Plaintiff began to report motor vehicle component safety
issues to Tectran's President and corporate counsel.
(Id. at ¶ 42). Plaintiff also became concerned
about Tectran's disregard for safety, falsified reports,
misrepresentation of company financials, and “cookie
jar accounting.” (Id. at ¶¶ 29 -
43). Concerned about his reputation in the industry,
Plaintiff resigned his employment on February 24, 2017.
(Id. at ¶ 44). Plaintiff remained a Tectran
shareholder following his resignation as an employee.
(Id. at ¶ 50).
his resignation, Plaintiff began employment with Phillips
Industries, Inc., an alleged competitor of Tectran.
(See Doc. No. 21 at ¶ 2). Plaintiff alleges
that Tectran failed to pay employment-related compensation,
including but not limited to unpaid stock options, $8239.53
for unpaid vacation pay, approximately $16, 000 for
Plaintiff's unpaid quarterly bonus, and approximately
$25, 000 for Plaintiff's unpaid management bonus. (Amd.
Compl. at ¶ 56). Moreover, Tectran wrongly attempted to
repurchase Plaintiff's 600 shares of stock by claiming
that it could repurchase the stock at $71.45 per share (the
original price Plaintiff paid for the stock), significantly
less than market value. (Id. at ¶¶ 58, 60,
80). Plaintiff returned the check to the Defendant and has
disputed the validity of any purported closing involving
Plaintiff's shares. (Id. at ¶¶ 61-62).
Tectran's attempt to repurchase Plaintiff's stock was
pursuant to its Stock Option Award Agreement (“Award
Agreement”),  which provides as follows:
(a) In the event of your termination of employment by the
Company and/or any Parent or Subsidiary, the Company
shall have the option, but not the obligation, to repurchase
all or any part of the Shares issued pursuant to this
Agreement . . .. The following provisions shall apply to a
repurchase under this Section 8(a):
(i) The per share repurchase price of the Shares to be sold
to the Company upon exercise of its option under this Section
8(a) shall be equal to the Fair Market Value of each such
Share determined in accordance with the Plan as of the date
of termination, death or Disability; provided,
however, that if you are terminated for Cause or you
“Compete with the Company” during the one year
period following your date of termination, the per share
repurchase price shall be equal to the lesser of (x) the
Exercise Price of each Share or (y) the Fair Market Value of
each such Share determined in accordance with the Plan as of
the date of termination.
has filed this lawsuit alleging claims for Declaratory
Judgment, violation of the North Carolina Wage and Hour Act,
violation of the Delaware Wage Payment and Collection Act,
Breach of Contract, and Breach of the Implied Covenant of
Good Faith and Fair Dealing. Defendant has moved to dismiss
the Amended Complaint for failure to state a claim upon which
relief can be granted.
Standard for Rule 12(b)(6) Motion
avoid dismissal, a complaint must contain facts sufficient
“to raise a right to relief above the speculative
level” and to show that the claim is “plausible
on its face.” Bell Atl. Corp.v. Twombly, 550
U.S. 544, 555, 570 (2007). A claim is plausible only
“when the plaintiff pleads factual content that allows
the court to draw the reasonable inference that the defendant
is liable for the misconduct alleged” - a standard that
requires more than facts “that are ‘merely
consistent with' a defendant's liability.”
Ashcroft v. Iqbal, 556 U.S. at 678 (quoting
Twombly, 550 U.S. at 557). “Threadbare
recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.”
Iqbal, 556 U.S. 662, 678. A court need not accept as
true a plaintiff's “unwarranted inferences,
unreasonable conclusions, or arguments.” Giarratano
v. Johnson, 521 F.3d 298, 302 (4th Cir. 2008) (citation
and internal quotation marks omitted).
seeks to dismiss Plaintiff's Declaratory Judgment claim,
arguing that it is duplicative of his breach of contract
claim. Plaintiff seeks a "declaration identifying Mr.
McKeown's status and associated rights as an active
Tectran shareholder." (Amd. Compl. ¶ 82). A genuine
dispute exists over the status of Mr. McKeown's 600
Tectran shares. Tectran claims that it is entitled to
repurchase the shares for the price Plaintiff originally paid
for them, and Plaintiff contends that Tectran is not ...