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Cai v. Huntsman Corp.

United States District Court, D. Utah

June 17, 2019

HUA CAI, Plaintiff,


          Ted Stewart, United States District Judge.

         This matter is before the Court on Defendant's Motion for Judgment on the Pleadings. For the reasons discussed below, the Court will grant the Motion.

         I. BACKGROUND

         Plaintiff signed an employment contract with Huntsman Chemical Trading (Shanghai) Limited, a subsidiary of Defendant Huntsman Corporation. As part of that contract, Plaintiff agreed to “fully comply with the policies, procedures, <Employee Handbook> and other rules and regulation of Company.”[1] Plaintiff alleges that this provision incorporated Defendant Huntsman Corporation's Business Conduct Guidelines. Among other things, those Guidelines state that Defendant Huntsman is committed to providing a respectful workplace. The Guidelines also provide a number of different ways employees can report concerns and request assistance.

         Plaintiff alleges that he was subjected to “evildoing” by his supervisor and was ultimately terminated.[2] Plaintiff alleges that he complained of this to Defendant Huntsman's Ethics and Corporate Compliance Department (“ECCD”), but that it took “no action to correct Huntsman Shanghai's evildoing.”[3] Plaintiff contends that this inaction was a breach of the Business Conduct Guidelines.


         Defendant seeks judgment on the pleadings under Rule 12(c). The Court applies the same standards in evaluating motions under Rule 12(b)(6) and Rule 12(c).[4]

         In considering a motion to dismiss for failure to state a claim upon which relief can be granted under Rule 12(b)(6), all well-pleaded factual allegations, as distinguished from conclusory allegations, are accepted as true and viewed in the light most favorable to Plaintiff as the nonmoving party.[5] Plaintiff must provide “enough facts to state a claim to relief that is plausible on its face, ”[6] which requires “more than an unadorned, the-defendant-unlawfully-harmed-me accusation.”[7] “A pleading that offers ‘labels and conclusions' or ‘a formulaic recitation of the elements of a cause of action will not do.' Nor does a complaint suffice if it tenders ‘naked assertion[s]' devoid of ‘further factual enhancement.'”[8]

         “The court's function on a Rule 12(b)(6) motion is not to weigh potential evidence that the parties might present at trial, but to assess whether the plaintiff's complaint alone is legally sufficient to state a claim for which relief may be granted.”[9] As the Court in Iqbal stated,

[o]nly a complaint that states a plausible claim for relief survives a motion to dismiss. Determining whether a complaint states a plausible claim for relief will . . . be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense. But where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not shown-that the pleader is entitled to relief.[10]

         In considering a motion to dismiss, a district court not only considers the complaint, “but also the attached exhibits, ”[11] the “documents incorporated into the complaint by reference, and matters of which a court may take judicial notice.”[12] The Court “may consider documents referred to in the complaint if the documents are central to the plaintiff's claim and the parties do not dispute the documents' authenticity.”[13]


         Plaintiff brings a single cause of action for breach of contract. “The elements of a prima facie case for breach of contract are (1) a contract, (2) performance by the party seeking recovery, (3) breach of the contract by the other party, and (4) damages.”[14] Here, Plaintiff has failed to establish the existence of a contract and, even if he had, has not demonstrated a breach by Defendant.

Generally, formation of a contract requires an offer, an acceptance, and consideration. An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to the bargain is invited and will conclude it. For an offer to be one that would create a valid and binding contract, its terms must be definite and unambiguous. The obligations of the parties must be set forth with sufficient definiteness that [the contract] can be performed. The terms of a contract are ...

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