United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON DEFENDANT’S MOTION TO
Dennis Saylor IV United States District Judge
a dispute arising out of a rescinded employment offer.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
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.
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).
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).
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).
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.).
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.).
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.).
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).
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
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).
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).
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 ...