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Bhammer v. Loomis, Sayles & Company, L.P.

United States District Court, D. Massachusetts

July 14, 2016

VISHAL BHAMMER, Plaintiff,
v.
LOOMIS, SAYLES & COMPANY, INC., Defendant.

          MEMORANDUM AND ORDER ON DEFENDANT’S MOTION TO DISMISS

          F. Dennis Saylor IV United States District Judge

         This is a dispute arising out of a rescinded employment offer. Jurisdiction is based on diversity of citizenship. Plaintiff Vishal Bhammer has brought suit against defendant Loomis, Sayles & Company, Inc., alleging claims for misrepresentation, tortious nondisclosure, and tortious interference.

         Loomis has moved to dismiss the complaint pursuant to Fed.R.Civ.P. 12(b)(6) for failure to state a claim for which relief can be granted. For the following reasons, the motion to dismiss will be denied.

         I. Background

         A. Factual Background

         Defendant Loomis, Sayles & Company, Inc. is a business corporation incorporated in Massachusetts that serves as the general partner of Loomis, Sayles & Company, L.P., an international investment firm (collectively, “Loomis”). (Am. Compl. ¶ 6). In 2014, Loomis began preparations for the launch of a new hedge fund that it referred to as “Angleton Capital” (the “Angleton Fund”). (Id. ¶ 7). Loomis envisioned that the Angleton Fund would “have a heavy presence in Singapore, ” and would focus its investment “primarily in the Asian-Pacific markets.” (Id. ¶ 8). Loomis hired a money manager named Michael McDonough to lead the fund and serve as its Chief Investment Officer. (Id. ¶¶ 9-10).

         In January 2015, Loomis began recruiting plaintiff Vishal Bhammer to join the Angleton Fund. (Id. ¶ 11). At that time, Bhammer was employed by Macquarie, a global financial services firm located in Hong Kong, where Bhammer lived with his family. (Id.). The complaint alleges that Bhammer’s recruitment was led by McDonough, and that Loomis was aware that he lived in Hong Kong with his wife and his two young children. (Id. ¶ 13). According to the complaint, “Loomis Sayles sought to convince [Bhammer] that the Angleton Fund presented an employment opportunity that warranted resigning from his position with Macquarie and relocating his family to Singapore.” (Id. ¶ 14).

         Bhammer’s recruitment began with a Skype conference on January 28, 2015. (Id. ¶ 16). The complaint alleges that during that conference, McDonough “represented to [Bhammer] that the Angleton Fund had an appropriate and well-defined investment process, strategy, and philosophy.” (Id.). Shortly thereafter, “McDonough provided [Bhammer] a PowerPoint presentation that confirmed and elaborated on the investment process, strategy, and philosophy that McDonough had described.” (Id. ¶ 18).

         On February 6, 2015, Bhammer participated in a second Skype call, this time with Peter Marber, Loomis’s Head of Emerging Markets Investments and the putative CEO of the Angleton Fund. (Id. ¶¶ 10, 20). Marber “confirmed the representations that had been made by McDonough, ” and represented that Loomis Sayles “was committed to providing the Angleton Fund with the time and resources needed for success.” (Id.).

         On March 26, 2015, Bhammer met with McDonough in Hong Kong. (Id. ¶ 22). The complaint alleges that McDonough told him that the fund was “progressing in accordance with the investment process, strategy and philosophy that they had discussed in January.” (Id.). “McDonough further represented that Loomis Sayles was proceeding slowly and carefully with the Angleton Fund to ensure its successful launch.” (Id.). On March 31, 2015, Bhammer met with Jeff Dorr, another analyst who had been recently hired by Loomis to work on the Angleton Fund. (Id. ¶ 23). According to the complaint, Dorr also confirmed that Loomis was proceeding “slowly and carefully” to ensure the successful launch of the fund. (Id.).

         On April 15, 2015, Bhammer met again with Marber; the complaint alleges that, as in previous meetings, Marber represented that the fund was “progressing in accordance with the investment process, strategy and philosophy” that had been shown to Bhammer in January, and that Loomis continued to proceed “slowly and carefully” towards the Angleton Fund launch. (Id. ¶ 24). Two days later, on April 17, Bhammer participated in a phone conference with John Russell, Senior Counsel and Head of Human Resources for Loomis. (Id. ¶ 25). The complaint alleges that Bhammer stated his belief that success in the Asian-Pacific market required “commitment over a long period of time” and asked Russell if Loomis was committed to the fund for the long-term. (Id.). Russell “represented that Loomis Sayles was familiar with the challenges posed by the Asian-Pacific market, ” and that Loomis was making a long-term commitment with the Angleton Fund. (Id.).

         On May 1, 2015, Bhammer accepted an offer from Loomis to join the Angleton Fund as a Senior Analyst. (Id. ¶ 26). On May 13, 2015, Bhammer informed Loomis’s human resources department that he would delay giving notice to Macquarie until his background check was completed. (Id. ¶ 27). On June 2 and 3, 2015, Loomis informed Bhammer that his background check was complete, “that there was no reason for [Bhammer] to delay giving notice of his resignation to Macquarie, ” and that he “should do so as a soon as possible.” (Id.). The complaint alleges Bhammer gave his resignation to Macquarie on June 3, 2015, in reliance on those representations. (Id. ¶ 29).

         On June 6, 2015, Russell told Bhammer there was “no reason” to delay taking any of the actions necessary to prepare for relocating his family to Singapore. (Id. ¶ 31). Between that date and July 5, 2015, the complaint alleges that Loomis “continuously represented to [Bhammer] that its prior representations concerning the Angleton Fund remained true and accurate, and that Loomis Sayles was unaware of any facts that would raise doubt as to the truth” of those representations. (Id. ¶ 32). For example, on June 9, McDonough e-mailed Bhammer to confirm that his employment would begin on July 20, 2015. (Id. ¶ 33). On June 11, McDonough provided a second PowerPoint presentation, which the complaint alleges confirmed that “the Angleton Fund was pursuing the same investment process, strategy and philosophy that had been discussed in January.” (Id.). On June 24, Ivy Koch, a Loomis Vice President, e-mailed Bhammer to confirm that he would be required to be in Boston from July 27, 2015 through the first week of September, and “further advised [Bhammer] that ‘[t]here is not a need for you to extend your current lease’ in Hong Kong.” (Id.).

         Bhammer’s resignation from Macquarie became effective on July 5, 2015. (Id. ¶ 34). On July 16, 2015, however, Loomis “suddenly disclosed to [Bhammer] that it had decided to abandon the Angleton Fund and, consequently, that [his] job no longer existed.” (Id. ¶ 35). The complaint alleges that Loomis gave two reasons for its decision. First, Loomis claimed it “lacked the necessary systems to execute the Angleton Fund’s strategy.” (Id.). Second, Loomis stated that it “did not otherwise approve of the Angleton Fund’s strategy.” (Id.). The complaint further alleges that, approximately one month later, Loomis gave Bhammer a written explanation:

[A] recent assessment of the fund’s investment process, philosophy and performance led the CIO and others to conclude that the fund could not succeed without significant investments of time and resources to refine and develop the strategy to match Loomis Sayles’ expectations. Loomis management assessed these factors and determined that the likelihood of Angleton successfully creating a differentiated product that met the firm’s risk/return standards and attracted a reasonable asset base was too low.

(Id. ¶ 36).

         The complaint alleges that prior to July 16, 2015, when Loomis informed Bhammer that his job no longer existed, at no time had Loomis “disclose[d] to [Bhammer] that the Angleton Fund lacked an appropriate and well-defined investment process, strategy and philosophy.” (Id. ¶ 37). Further, the complaint alleges that Loomis never informed Bhammer that it “was considering abandoning the Angleton Fund, ” that it “was aware of facts that might cause Loomis Sayles to consider abandoning the Angleton Fund, ” or that it was “aware of facts that would raise a doubt as to whether [Bhammer] should resign from Macquarie or otherwise take action in preparation for his promised employment with Loomis Sayles.” (Id. ¶¶ 38-40).

         B. Procedural Background

         Bhammer filed an original complaint in this action on December 23, 2015. The complaint alleges claims for (1) misrepresentation, (2) tortious nondisclosure, and (3) tortious interference. On February 9, 2016, Loomis filed a motion to dismiss all counts pursuant to Rule 12(b)(6). On June 22, 2016, Bhammer filed an assented-to amended complaint for the limited purpose of clarifying the proper defendant in this action and the Court’s basis for subject-matter ...


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