Hillel v. Obvio Health USA, Inc.

IRIS HILLEL, Plaintiff, v. OBVIO HEALTH USA, INC.; OBVIO HEALTH PTE. LTD.; SPRIM AMERICAS, INC.;IQVIA, INC.; MICHAEL SHLEIFER, IVAN JARRY, PRASANNA PITALE,ALISTAIR GRENFELL, DIKLA SHPANGENTAL, and ANAND THARMARATNAMin their individual and professional capacities, Defendants.

No. 20-CV-4647 (LAP)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

January 21, 2021

OPINION & ORDER

LORETTA A. PRESKA, Senior United States District Judge:

Before the Court are (1) Defendant IQVIA Inc.'s ("IQVIA") motion to dismiss and to strike pursuant to Federal Rules of Civil Procedure 12(b)(6) and 12(f)¹ and (2) Defendants Prasanna Pitale, Alistair Grenfell, Dikla Shpangental, and Anand Tharmaratnam's (collectively, the "Individual Defamation Defendants") motion to dismiss pursuant to Federal Rules ofCivil Procedure 12(b)(2) and 12(b)(6).² Plaintiff Iris Hillel opposes the motions.³ For the reasons below, the motions to dismiss are GRANTED, and the motion to strike is DENIED as moot.

I. Background

Between 2004 and 2012, Plaintiff worked for both IMS Holdings, Inc. ("IMS") and Quintiles Transnational Holdings, Inc. ("Quintiles") in various management positions. (Amended Complaint ("Am. Compl."), dated July 30, 2020 [dkt. no. 25] ¶¶ 24-25.) After Plaintiff left Quintiles, IMS and Quintiles merged and "[t]he combined organization was renamed IQVIA." (Id. ¶ 26.) Between 2013 and 2019, Plaintiff held various senior management roles at other healthcare and life-sciences companies. (Id. ¶¶ 27-29.)

In August 2019, Plaintiff joined Defendants Obvio Health USA, Inc. and Obvio Health Pte. Ltd. (collectively, "Obvio") as CEO.⁴ At the time of Plaintiff's hiring, Obvio and IQVIA were "in the process of negotiating a large deal." (Id. ¶ 104.) Given Plaintiff's knowledge of IQVIA obtained from her past employment, she "began working on the deal immediately." (Id. ¶ 105.) In the process, she worked closely with both IQVIA's legal team and Defendant Prasanna Pitale, a Senior Vice President of Global Consumer Health at IQVIA and a member of Obvio's Board of Directors. (Id. ¶¶ 15, 105.)

However, Ms. Hillel's course of employment at Obvio quickly took a turn for the worse. Only one week after Ms. Hillel joined Obvio, Defendant Anand Tharmaratnam, IQVIA's then-President of Asia Pacific, informed Defendant Michael Shleifer⁵ and non-party Laurent Benissan that Plaintiff had been fired from IMS. (Id. ¶¶ 18, 106.) As a result of Mr. Tharmaratnam's statement, Plaintiff was required to provide Obvio with a "copy of her resignation letter to assure them that she was telling the truth about her resignation from IMS." (Id. ¶ 112.)

Shortly thereafter, on December 20, 2019, Plaintiff learned from Defendant Ivan Jarry⁶ that Mr. Pitale had "informed him of two additional . . . statements" made about her by IQVIA employees. (Id. ¶ 114.) First, Defendant Alistair Grenfell, IQVIA's President for Europe, the Middle East, Africa and South Asia, said that he "did not want Ms. Hillel to work with IQVIA in Europe." (Id. ¶¶ 16, 115.) Second, Dikla Shpangental, IQVIA's Vice President for Israel, "stated that she would not attend any meetings with ObvioHealth if Ms. Hillel was going to be present." (Id. ¶¶ 17, 116.) Those statements, which were made shortly before the Obvio-IQVIA deal was set to close, left Plaintiff "dumbfounded" because "she had never had any issues working with any of these individuals" and both knew of her "exemplary performance" and "positive relationships with IQVIA employees and clients." (Id. ¶¶ 117, 120, 123, 129.)

Plaintiff asserts that there are no legitimate business reasons for Mr. Tharmaratnam, Mr. Pitale, Mr. Grenfell, and Ms. Shpangental to have made those statements. (Id. ¶¶ 110, 121, 124, 137.) Instead, Plaintiff suggests that those declarations were made (1) to harm her professional reputation and to interfere with her employment at Obvio and (2) to undermineObvio's efforts to consummate deals with third parties that would have been competitive to IQVIA's services. (Id. ¶¶ 110, 121, 124, 129-132, 134, 136.) Under the terms of their deal, Obvio could continue such work during a six-month transition period following the deal's closing. (Id. ¶¶ 129-132.)

Events came to a boil on March 23, 2020. That morning, Ms. Hillel was in a car accident, which required her to be hospitalized. (Id. ¶¶ 156-157.) A few hours after informing Mr. Jarry of the accident, Plaintiff received an email from Cheryl Walter, Chief Talent Officer at SPRIM, informing her that her employment was being terminated. (Id. ¶ 159.) Plaintiff's termination letter stated that she was "unable to perform or execute the full range of duties expected of the Chief Executive Officer of Obvio." (Id. ¶ 160.) Plaintiff alleges that her firing was caused, at least in part, by the IQVIA employees' statements. (Id. ¶¶ 164-165.)

A few months later, Plaintiff filed this action, asserting, inter alia, claims for defamation, defamation per se, and tortious interference with prospective economic relations. (See Complaint, dated June 17, 2020, [dkt. no. 1].) IQVIA moved to dismiss the complaint,⁷ but Plaintiff amended her complaint as ofright. Shortly thereafter, IQVIA and the Individual Defamation Defendants moved to dismiss the Amended Complaint for failure to state a claim. (See IQVIA MTD at 1; Ind. Defs. MTD at 2.) The Individual Defamation Defendants, all of whom are citizens and residents of foreign countries,⁸ separately moved to dismiss the claims against them for lack of personal jurisdiction. (See Ind. Defs. MTD at 1-2.) Plaintiff opposes both motions. (See Pl. Opp. to IQVIA at 1; Pl. Opp. to Ind. Defs. at 1.) Discovery has been stayed pending the Court's resolution of the motions. (See Order, dated Oct. 28, 2020 [dkt. no. 57] at 5.)

II. Legal Standards

a. Fed. R. Civ. P. 12(b)(2)

"A plaintiff bears the burden of demonstrating personal jurisdiction over a person or entity against whom it seeks to bring suit." Troma Entm't, Inc. v. Centennial Pictures Inc., 729 F.3d 215, 217 (2d Cir. 2013). "In order to survive a motionto dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing that jurisdiction exists." Eades v. Kennedy, PC Law Offices, 799 F.3d 161, 167-68 (2d Cir. 2015). "Th[at] prima facie showing must include an averment of facts that, if credited by the ultimate trier of fact, would suffice to establish jurisdiction over the defendant." O'Neill v. Asat Tr. Reg. (In re Terrorist Attacks on Sept. 11, 2001), 714 F.3d 659, 673 (2d Cir. 2013) (quotation marks omitted).

"In evaluating whether the requisite showing has been made," the Court must "construe the pleadings and any supporting materials in the light most favorable to the plaintiffs."⁹ The Court will not, however, "draw argumentative inferences in the plaintiff's favor" or "accept as true a legal conclusion couched as a factual allegation." O'Neill, 714 F.3d at 673.

b. Fed. R. Civ. P. 12(b)(6)

To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must plead sufficient facts "to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to drawthe reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). That "standard is not akin to a 'probability requirement,' but it asks for more than a sheer possibility that a defendant has acted unlawfully." Palin v. New York Times Co., 940 F.3d 804, 810 (2d Cir. 2019). Evaluating "whether a complaint states a plausible claim for relief" is "a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 679.

When considering a motion to dismiss, the Court "accept[s] as true all factual allegations and draw[s] from them all reasonable inferences." Dane v. UnitedHealthcare Ins. Co., 974 F.3d 183, 188 (2d Cir. 2020). It is not required, however, "to credit conclusory allegations or legal conclusions couched as factual allegations." Id. (ellipsis omitted). "Accordingly, threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Nielsen v. Rabin, 746 F.3d 58, 62 (2d Cir. 2014) (cleaned up). "While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations." Iqbal, 556 U.S. at 679.

Because Plaintiff's claims against IQVIA and the Individual Defamation Defendants arise under state law, the Court "must follow the law as enunciated by the highest court of the state,here, the New York Court of Appeals." Rodland v. Judlau Contracting, Inc., 844 F. Supp. 2d 359, 363 (S.D.N.Y. 2012). If the Court of Appeals has not definitively ruled, the "Court is bound to apply the law as interpreted by a state's intermediate appellate courts unless there is persuasive evidence that the state's highest court would reach a different conclusion." V.S. v. Muhammad, 595 F.3d 426, 432 (2d Cir. 2010).

c. Personal Jurisdiction

"Personal jurisdiction over a foreign defendant . . . requires a two-step inquiry." Shovah v. Roman Catholic Diocese of Albany, N.Y., Inc. (In re Roman Catholic Diocese of Albany, N.Y., Inc.), 745 F.3d 30, 37 (2d Cir. 2014). First, the Court "appl[ies] the forum state's long-arm statute" to determine whether jurisdiction is legislatively authorized. Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir. 2010). Second, if jurisdiction lies, the Court turns to "whether the exercise of personal jurisdiction . . . comports with the Due Process Clause." Sonera Holding B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224 (2d Cir. 2014) (per curiam).

New York's long-arm statute "does not extend in all respects to the constitutional limits established by International Shoe . . . and its progeny," so the "state statutory and federal constitutional standards are . . . not co-exten...