United States District Court, District of Columbia
TODD W. SMITH, Plaintiff & Counter-Defendant,
RUBICON ADVISORS, LLC, Defendant & Counter-Claimant.
MEMORANDUM OPINION Re Document No. 5
RUDOLPH CONTRERAS United States District Judge.
Todd W. Smith formerly worked as a lobbyist for Defendant
Rubicon Advisors, LLC. Mr. Smith seeks damages from Rubicon
on a variety of theories. Rubicon's partial motion to
dismiss challenges Mr. Smith's claims for unjust
enrichment and interference with prospective business
opportunities. Because Mr. Smith has stated a claim on
both theories, the Court denies the motion.
Smith worked as a lobbyist for Rubicon from 2011 until he was
fired in 2016. Compl. ¶¶ 6-18, ECF No. 1. Rubicon
is a lobbying firm with its principal place of business in
Washington, D.C. Compl. ¶ 3. According to Mr. Smith, his
employment agreement bound Rubicon to pay him “a base
salary, plus health benefits and a retirement contribution of
between $15, 000 and $25, 000 each year.” Compl.
¶¶ 1, 7, 8, 41-45. In addition, Mr. Smith asserts
that the agreement entitled him to “additional
compensation calculated at 50% of revenue for business
[Rubicon and Mr. Smith] pitch together and 70% of revenue for
business [Mr. Smith] bring[s] in without [Rubicon's]
assistance.” Compl. ¶ 7 (internal quotation mark
omitted). Only the retirement compensation and
“additional compensation” are at issue in this
the retirement compensation, Mr. Smith claims that Rubicon
failed to pay him “retirement benefits for 2014, 2015,
or 2016.” Compl. ¶¶ 1, 13, 39. As to the
additional compensation, Mr. Smith asserts that he helped
recruit two clients to Rubicon in 2013. Compl. ¶ 9; Mem.
Opp'n Def.'s Mot. Dismiss (Pl.'s Opp'n) at 2,
ECF No. 8; Def's Reply at 5-6, ECF No. 10. According to
Mr. Smith, both clients were pitched collaboratively with
Rubicon and Mr. Smith was therefore entitled to additional
compensation in the amount of 50% of the revenue from both.
Compl. ¶ 9. Both remained clients for several years, and
Mr. Smith was initially satisfied with the compensation he
received. Compl. ¶¶ 9-10. However, in 2015 Mr.
Smith claims that he was not paid the $90, 000 in additional
compensation that he should have received based on the $60,
000 and $120, 000 in revenue brought in by the two clients.
Compl. ¶ 11. Again, in 2016 Mr. Smith asserts that he
was not paid the $45, 000 in additional compensation which
should have flowed to him based on the $90, 000 that one of
the clients paid Rubicon. Compl. ¶¶ 12-13. Mr.
Smith claims that he asked to be paid these amounts, but was
rebuffed. Compl. ¶¶ 14-18.
Smith's worsening employment situation came to a head in
2016 when he received an email giving him “13
minutes” of notice that he was being fired. Compl.
¶ 17. After receiving the email, Mr. Smith claims that
he was denied access to his email account and office, except
for a brief visit with an office manager, and that he
continues to be denied access to “files and commissions
relevant to his representation of his clients.” Compl.
¶ 19. He also asserts that Rubicon misleadingly left Mr.
Smith's biography on their website for at least eight
weeks and did not provide his updated contact information to
clients. Compl. ¶ 20.
on these events, Mr. Smith seeks relief on five theories.
After answering the complaint and asserting counterclaims,
see generally Partial Answer, Affirmative Defenses
Countercl.'s (Answer), ECF No. 4, Rubicon brought the
instant motion to dismiss Mr. Smith's claims for unjust
enrichment (Count IV) and interference with prospective
business opportunities (Count V) under Federal Rule of Civil
Procedure 12(b)(6) for failure to state a claim. Mem. Supp.
Def.'s Mot. Partially Dismiss Pl.'s Compl.
(Def.'s MTD), ECF No. 5-1. Because the Court finds that
Mr. Smith has properly stated a claim for both unjust
enrichment and interference with prospective business
opportunities, the Court denies Rubicon's motion.
motion to dismiss under Rule 12(b)(6) does not test a
plaintiff's ultimate likelihood of success on the merits;
rather, it tests only whether a plaintiff has properly stated
a claim. See Scheuer v. Rhodes, 416 U.S. 232, 236
(1974), abrogated on other grounds by Harlow v.
Fitzgerald, 457 U.S. 800 (1982). Nevertheless,
“[t]o survive a motion to dismiss, a complaint must
contain 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)). This means that a plaintiff's
factual allegations “must be enough to raise a right to
relief above the speculative level, on the assumption that
all the allegations in the complaint are true (even if
doubtful in fact).” Twombly, 550 U.S. at
555-56 (citations omitted). “Threadbare recitals of the
elements of a cause of action, supported by mere conclusory
statements, ” are therefore insufficient to withstand a
motion to dismiss. Iqbal, 556 U.S. at 678. A court
need not accept a plaintiff's legal conclusions as true,
see id., nor must a court presume the veracity of
the legal conclusions that are couched as factual
allegations, see Twombly, 550 U.S. at 555.
to Federal Rule of Civil Procedure 12(b)(6), Rubicon moves to
dismiss Mr. Smith's claims of unjust enrichment and
interference with prospective business
opportunities.The Court considers each in turn.
argues that Mr. Smith cannot claim unjust enrichment while
simultaneously “rel[ying] on the existence of the
specific contract payment terms” for his breach of
contract claims. Def.'s Reply at 2, see also
Def.'s MTD at 4. The Court agrees with Mr. Smith that he
may advance unjust enrichment as an alternative theory of
recovery at this stage of the litigation, ...