Opinion
22-CV-1791 (VEC) (RWL)
07-20-2023
IKEMEFUNA STEPHEN NWOYE, Plaintiff, v. BARACK HUSSEIN OBAMA et al., Defendants.
REPORT AND RECOMMENDATION TO HON. VALERIE E. CAPRONI: MOTION TO DISMISS
ROBERT W. LEHRBURGER, UNITED STATES MAGISTRATE JUDGE
Plaintiff Ikemefuna Stephen Nwoye (“Plaintiff” or “Nwoye”), proceeding pro se, asserts claims of breach of contract, unjust enrichment, quantum meruit, and declaratory judgment under 28 U.S.C. § 2201 against former President of the United States Barack Hussein Obama (“Mr. Obama”) and former First Lady of the United States Michelle LaVaughn Robinson Obama (“Mrs. Obama”) (together, “the Obamas” or “Defendants”). Nwoye alleges that Defendants failed to pay or recognize him for work he did as an extern in Sidley Austin LLP's (“Sidley”) pro bono program, specifically contributions to Obama administration initiatives in Africa. He seeks millions of dollars in compensatory damages, recognition in Sidley's promotional materials, and an award of legal costs incurred as a result of handling these proceedings pro se.
Before the Court is Nwoye's response to the Court's order to show cause as to why the currently operative pleading, the First Amended Complaint (“FAC,” Dkt. 7), should not be dismissed, as well as Nwoye's motion to file a Second Amended Complaint (“SAC,” Dkt. 23), which adds Sidley as a defendant and includes a claim of equitable estoppel against Sidley. For the reasons that follow, I recommend that the FAC's claims be dismissed with prejudice and that Nwoye's motion to file the SAC be denied, but that Nwoye be permitted leave to amend to assert a breach of contract claim against Sidley.
Dkt. 23 is comprised of two documents: The first is Nwoye's Declaration in support of his motion to file the SAC, which starts at ECF 1, and the second is the SAC itself, which starts at ECF 8. When the Court cites to the SAC's page numbers, it is in fact referring to the SAC's page numbers, which do not correspond to ECF page numbers.
This factual background is based primarily on the FAC. The Court accepts the well-plead allegations as true and draws all reasonable inferences in favor of Nwoye. The SAC does not plead new material facts, except where noted, but newly references and names Sidley as a defendant. The SAC refers to emails and other documents that Nwoye would offer as proof of his allegations, but it does not attach any of those materials, nor does it quote or paraphrase any portion of them. For purposes of the instant action, however, the Court accepts that the materials would support the allegations made.
Nwoye is a Nigerian citizen and legal practitioner who resided in Philadelphia, Pennsylvania at the time he filed the FAC. (FAC ¶¶ 1, 8.) From October 2013 to May 2014, as part of his Master of Laws (“LLM”) program at New York University School of Law (“NYU Law”), Nwoye externed at Sidley in its Africa-Asia pro bono program. (Id. at 1, ¶¶ 7-8.) One of his supervisors and main points of contact at Sidley was attorney Neil Horner (“Horner”). (Id. ¶¶ 8, 12-18.)
Nwoye currently resides in Jersey City, New Jersey. (Dkt. 25 at 1.)
Nwoye contributed to four projects while at Sidley: “(i) the advisory work on the legal framework for land tenure in some African countries specifically Nigeria [the ‘Land Tenure Work'], (ii) the Power Africa Initiative[,] (iii) the 2015 Global Entrepreneurship Summit” (id. ¶ 24), and (iv) “the Shea Butter and Sesame Seeds Industries in Nigeria” (the “Shea and Sesame Project”) (id. ¶ 25). According to the FAC, the Global Entrepreneurship Summit held in 2015 in Nairobi, Kenya and the Power Africa Initiative were priorities for Mr. Obama (id. at 2, ¶¶ 15-16), and both Obamas were “very keen on [Sidley's pro bono] program” (id. ¶ 13). Nwoye's main contribution to the 2015 Global Entrepreneurship Summit consisted of his having “mentioned a few names and provided ... profile[s]” of “Nigerian businessperson[s] from the private sector ... that [a]re not active in the political arena in Nigeria” to speak at the event. (Id. ¶ 17.) Nwoye and Sidley attorney Horner then “agree[d]” on one individual, who ultimately participated in the event. (Id. ¶¶ 17, 44.)
The FAC also alleges that the Obamas were “very keen on the Projects” but does not specify which projects. (Id. ¶ 31.)
“During and even after the program, [Nwoye] at various points received high and very commendable feedbacks from Mr. Neil Horner [and others] that his intellectual contributions to the various project(s) are invaluable and that they are so happy with his dedication and commitment.” (Id. ¶ 12; see also id. ¶ 18.) In April 2014, Horner “informed [Nwoye]” that, after Nwoye graduated from NYU Law and completed a fellowship at the World Bank, “he should inform [Horner], [because] Sidley Austin LLP would like to have [Nwoye] on their team.” (Id. ¶ 12.) After his World Bank fellowship ended in 2014, Nwoye “contacted Mr. Neil Horner to activate the option of getting an employment offer with [Sidley]” and “Mr. Horner promised to discuss with his people at Sidley Austin LLP and see what they can come up with.” (Id. ¶ 20.) Nwoye then interviewed with two partners from Sidley in early October 2014, but “to [Nwoye's] greatest consternation,” he received a rejection letter a few weeks later. (Id. ¶¶ 20-21.) Nwoye “had several subsequent discussions and meetings with Mr. Neil Horner, but he was told that nothing came through from his Sidley team or importantly [the Obamas] even up until 2017, when they left the White House.” (Id. ¶ 22.)
In a legal brief filed with the Court on June 26, 2023 (Dkt. 31), Nwoye states for the first time that he and Horner met on November 7, 2016 in New York, “when they discussed varied issues including the success of the 2015 [Global Entrepreneurship Summit], Sidley Austin's decision not to offer employment and possible alternative compensation from the Defendants.” (Dkt. 31 ¶ 28 (emphasis in original omitted).) This newly asserted fact does not alter the Court's analysis as explained further below.
Based on the above, the FAC maintains that the Obamas “through their designated agents entered three (3) agreements - one (1) express and two (2) implied.” (Id. ¶ 6.) Although the FAC references an express agreement, it is the SAC, with the addition of a new paragraph, that clarifies that the agreement was a “written contract” between Nwoye and “Sidley acting for [itself] or/and on behalf [of the Obamas] to render Pro Bono Legal Services under the Sidley Austin LLP Africa-Asia Pro Bono Program.” (SAC ¶ 31; see also id. ¶ 8 (Nwoye was “accepted into the Sidley Austin LLP Africa-Asia Agricultural Enterprise Pro Bono Program and an email was sent by the Pro Bono Manager to that effect”); cf. FAC ¶ 7 (same; and no additional paragraph discussing a written contract).)
The FAC further alleges that Nwoye entered into an “implied consultancy contract” for two Obama administration initiatives - the 2015 Global Entrepreneurship Summit and the Power Africa Initiative. FAC ¶ 38; see also id. at 2 (“Mr. Neil Horner personally and specifically approached the Plaintiff to offer consultancy services on the First Defendant's Administration US$7Billion Power Africa Initiative and Global Entrepreneurship Summit (2015) in Nairobi, Kenya on utmost confidentiality and a strict oral basis”); SAC ¶ 33 (“The Plaintiff also entered into an oral contract (confidential) for legal advisory and consultancy services to the [Obamas] through their agent and intermediary [Sidley] acting on its apparent authority given the existing fiduciary relationship of notoriety on the (i) 2015
Global Entrepreneur [sic] Summit and (ii) Power Africa Initiative” (emphasis omitted).)
The FAC further alleges that “[the Obamas] have surreptitiously obtained the benefits of the Plaintiff's intellectual inputs and efforts” (FAC ¶ 24), and that Nwoye had “reasonable and legitimate expectations ... that [the Obamas] would be forthcoming with an invitation for a physical meeting or some form of compensation in the future” (id. ¶ 19). Nwoye even contacted the Obamas “seven (7) years after these transactions[] and five years after they left the White House . (through instant social messaging) about the services rendered and the debts owed as a result,” but the Obamas never responded. (Id. ¶ 27.)
Nwoye asserts four claims against the Obamas: breach of contract, unjust enrichment, quantum meruit, and declaratory judgment under 28 U.S.C. § 2201. (Id. at 12-16.) He demands “recognition for his intellectual inputs and efforts” on Sidley's promotional materials and website. (Id. ¶ 25; see also id. ¶ 14.) He also seeks “monetary compensation” (id. ¶¶ 25-26) in the amount of either (1) $5,000,000 “for the psychological pain, trauma, emotional distress, and loss of professional opportunities ... suffered as a result of the non-recognition of his individual contributions to the Sidley Africa-Asia Pro Bono Project and the infringement of his intellectual property right” and “$10% percent of the transaction sum in the 2015 Global Entrepreneurship Summit and the Power Africa Initiative,” or, in the alternative, (2) $10,000,000 “for the 2015 Global Entrepreneurship Summit being 10% of the transaction sum of US$100million” and “US$350,000,000 . for the Power Africa Initiative being 5% of the transaction sum of US$7Billion.” (Id. at 16.) Finally, Nwoye asks for an order directing the Obamas and Sidley to include his name “under the Sidley's Africa-Asia Pro Bono Project on all promotional and advertising brochures online and documentary” and “[a]n award of Plaintiff's legal costs incurred as a result of preparing and handling these legal proceedings.” (Id. at 17.) The SAC adds Sidley as a defendant, a claim of equitable estoppel against Sidley, and seeks the same relief as the FAC but asserts that Sidley should also be liable “jointly and severally.” (SAC ¶ 35, at 27-29 (emphasis in original omitted).)
The SAC purports to include an additional “claim” against the Obamas for “principal/agent relationship (apparent authority) or, in the alternative - estoppel in pais.” (SAC ¶¶ 30-36). Those allegations, however, do not comprise a separate cause of action. Rather, the allegations merely elaborate on the FAC's breach of contract claim, as the SAC adds that the Obamas entered into contracts with Nwoye “through their agent and intermediary [Sidley] acting on its apparent authority.” (Id. ¶ 33 (emphasis in original omitted); see also id. ¶¶ 31, 34).) Meanwhile, the estoppel in pais allegations in the SAC are asserted against only Sidley, not the Obamas. (See id. ¶ 35 (“Assuming without conceding, that an agency relationship does not exist, the Plaintiff pleads in the alternative that [Sidley] is equitably estopped from denying the legal advisory and consultancy services rendered by the Plaintiff in respect of (i) Land Rights in Africa Project (ii) 2015 Global Entrepreneur [sic.] Summit and (iii) Power Africa Initiative”) (emphasis in original omitted).) The SAC does, however, expand Nwoye's breach of contract claim against the Obamas to include all four projects to which Nwoye contributed rather than just the 2015 Global Entrepreneurship Summit and the Power Africa Initiative. (Compare FAC ¶¶ 3742 with SAC ¶¶ 30-36).
PROCEDURAL BACKGROUND
Nwoye filed his initial Complaint against the Obamas on March 3, 2022. (Dkt. 1.) The following day, the Court issued an order granting Nwoye leave to correct his Complaint because four pages appeared to be missing. (Dkt. 4.) On March 8, 2022, Nwoye filed the FAC, which included those four pages. (Dkt. 7.)
Affidavits of service of the summons and FAC were filed March 22, 2022, but the process server noted that she left copies “affixed to locked security gate (because I was unable/not allowed to get on the property to get to the house due to high security measures)” for the Obamas at their home in Martha's Vineyard, Massachusetts, and she also mailed copies first class to that same address. (Dkts. 8-9.) Another affidavit of service was filed on April 7, 2022, indicating that the first-class copies mailed to the Obamas' Martha's Vineyard home were returned as undeliverable, and, as a result, the process server mailed additional copies to their offices in Washington, DC. (Dkt. 11.) It is unclear whether the Obamas ever received the summons and FAC.
Just as the court stated when plaintiffs (not including Nwoye) brought suit against another former president, “[t]he Court will not address it at this time, there also is a serious question as to whether this Court has personal jurisdiction over Defendants.” See Stone v. Trump, No. 20-CV-537, 2020 WL 2404908, at *1 n.1 (D. Conn. May 11, 2020).
On May 10, 2022, Nwoye filed for a default against the Obamas (Dkt. 13), which the Clerk of Court denied. In a letter to the Court, Nwoye inquired why he was not awarded default judgment. (Dkt. 14.) The Court explained that “proof of proper service has not been provided” because “service was attempted through ‘nail and mail,'” which “is an authorized form of service pursuant to N.Y. C.P.L.R. 308 (as made applicable by Fed.R.Civ.P. 4(e)(1)) but only ‘where service under paragraphs 1 and 2 cannot be made without due diligence.'” (Dkt. 15 at 3.) Nwoye “has not made that showing. Nor do the proofs of service indicate that other requirements of the applicable rule have been met (such as that the summons and complaint were placed in an envelope bearing the legend ‘personal and confidential').” (Id.) In response, on May 12, 2022, Nwoye filed an ex parte motion asking the Court to order service on the Obamas. (Dkt. 16.)
The Court has not ruled on Nwoye's motion to order service on the Obamas, and this Report and Recommendation, if adopted, renders the motion moot as the claims against the Obamas will be dismissed.
On May 29, 2022, the Court sua sponte dismissed the FAC with prejudice, finding it frivolous and explaining that the Obamas “enjoy[ed] absolute immunity from damages liability predicated on official acts, including the ones at issue in the lawsuit.” (Dkt. 18 at 3.) Nwoye appealed, and, on January 25, 2023, the Second Circuit vacated the dismissal and remanded the case. (Dkt. 20.) The Second Circuit explained that “the district court should have given Nwoye notice and an opportunity to be heard before dismissing his complaint.” (Id. at 3-4.)
On remand, the Court issued an order on January 27, 2023 instructing Nwoye to “show cause as to why the case should not be dismissed as frivolous or for failure to state a claim.” (Dkt. 21.) Nwoye submitted his Memorandum to Show Cause on February 3, 2023. (Dkt. 25.) That same day, he also submitted a motion for leave to file the SAC (Dkt. 22), as well as a Memorandum of Law (Dkt. 24), his own Declaration (Dkt. 23), and the SAC itself (Dkt. 23).
On June 20, 2023, the Court issued another order stating that Nwoye's “claims appear to be proscribed by a six-year statute of limitations, see N.Y. C.P.L.R. § 213(1 and 2), and to have accrued no later than May 2014” and therefore directed Nwoye to “show cause in writing why his claims should not be dismissed, and his pending motion to amend denied, based on the statute of limitations.” (Dkt. 30.) On June 26, 2023, Nwoye filed his Memorandum to Show Cause addressing that issue. (Dkt. 31.)
LEGAL STANDARDS
A. Nwoye's Pro Se Status
Nwoye is representing himself; that is, pro se. “Pro se complaints ‘must be construed liberally and interpreted to raise the strongest arguments that they suggest.'” Sykes v. Bank of America, 723 F.3d 399, 403 (2d Cir. 2013) (quoting Triestman v. Federal Bureau of Prisons, 470 F.3d 471, 474 (2d Cir. 2006)); see also Harris v. Mills, 572 F.3d 66, 72 (2d Cir. 2009) (finding that courts are “obligated to construe a pro se complaint liberally”). “[T]he Second Circuit, as a general matter, is solicitous of pro se litigants, enforcing standards of procedural leniency rather than holding them to the rigidities of federal practice.” Massie v. Metropolitan Museum of Art, 651 F.Supp.2d 88, 93 (S.D.N.Y. 2009); see also Weixel v. Board of Education, 287 F.3d 138, 147-48 (2d Cir. 2002) (reversing dismissal where the district court failed to construe the pro se plaintiff's complaint liberally); Ortiz v. Cornetta, 867 F.2d 146, 148 (2d Cir. 1989) (“Once a pro se litigant has done everything possible to bring his action, he should not be penalized by strict rules which might otherwise apply if he were represented by counsel”).
“Although pro se litigants are generally entitled to a broad reading of their submissions because of their lack of familiarity with the law, ... that is not the case with attorneys who have chosen to proceed pro se.” Fenner v. City of New York, No. 08-CV-2355, 2009 WL 5066810, at *3 (E.D.N.Y. Dec. 21, 2009), aff'd, 392 Fed.Appx. 892 (2d Cir. 2010). “It is well settled in the Second Circuit that since the reason for affording pro se litigants special deference is not present when the litigant is an attorney, no special consideration is required.” Id.; see also Tracy v. Freshwater, 623 F.3d 90, 102 (2d Cir. 2010) (explaining that, while a pro se litigant is entitled to special solicitude, “a lawyer representing himself ordinarily receives no such solicitude at all,” and collecting cases); Robert v. Department of Justice, No. 99-CV-3649, 2001 WL 34077473, at *1 n.2 (E.D.N.Y. March 22, 2001) (finding that even though the plaintiff “is appearing pro se, plaintiff is an attorney licensed to practice law and therefore is not entitled to special treatment”) (citing Harbulak v. County of Suffolk, 654 F.2d 194, 198 (2d Cir.1981) (lawyers appearing pro se cannot claim the special consideration which the courts customarily grant to pro se parties)).
Courts have held similarly with respect to foreign attorneys. See Sulehria v. New York, No. 12-CV-21, 2012 WL 4911425, at *3 (N.D.N.Y. Sept. 17, 2012), R & R adopted, 2012 WL 4911424 (N.D.N.Y. Oct. 15, 2012) (finding that the court did not need to liberally construe the plaintiff's pleadings because the plaintiff “has both a law degree, albeit foreign, and an LLM from an American law school”); accord Clarke v. PNC Bank, No. 21-CV-60852, 2021 WL 1647886, at *1 (S.D. Fla. Apr. 27, 2021); see also Johansen v. Presley, 977 F.Supp.2d 871, 876 (W.D. Tenn. 2013) (“Although Plaintiff is a foreign pro se attorney, she possesses a greater propensity and aptitude to comprehend the legal proceedings and applicable laws than a non-attorney pro se litigant would”). Courts even have found that would-be attorneys who have not yet obtained a law degree but nonetheless have legal training may not be entitled to deference normally given to pro se litigants. See Allen v. Aytch, 535 F.2d 817, 821 n.21 (3d Cir. 1976) (declining to construe the complaint of a third-year law student liberally because the student had “substantial legal training”).
The FAC states multiple times that Nwoye is a Nigeran legal practitioner (FAC ¶¶ 8, 14, 25, 30-31, 33) who also holds an LLM from NYU Law (id. at 1, ¶¶ 12, 21). He thus is similarly situated to the pro se plaintiff in Sulehria, who had a foreign law degree and an LLM from a U.S. law school, and whom the court found was “not entitled to the deference that would be afforded to a nonattorney.” 2012 WL 4911425, at *3. Further, Nwoye interned with an American law firm, another indication of his familiarity with legal proceedings. Accordingly, he is not entitled to the same latitude as are typical pro se litigants. That said, even affording Nwoye's pleadings the liberal reading due nonattorney pro se litigants, his claims necessarily fail as discussed below.
B. Sua Sponte Dismissal
No defendant has appeared in this action. Accordingly, this Court is acting sua sponte. The Court may dismiss a complaint sua sponte for a variety of reasons, including frivolousness, failure to state a claim, and statute of limitations. The Court discusses principles related to each.
1. Frivolousness
“A district court may dismiss an action sua sponte, even if the plaintiff has paid the filing fee, if it determines that the action is frivolous.” Volovets v. Trump, No. 20-CV-5082, 2020 WL 7481328, at *2 (E.D.N.Y. Dec. 18, 2020) (citing Fitzgerald v. First East Seventh Street Tenants Corp., 221 F.3d 362, 363-64 (2d Cir. 2000)). “An action is frivolous when either: (1) the factual contentions are clearly baseless, such as when allegations are the product of delusion or fantasy; or (2) the claim is based on an indisputably meritless legal theory.” Volovets, 2020 WL 7481328, at *2 (internal quotation marks omitted); accord Stone, 2020 WL 3129232, at *2. Additionally, an action may be dismissed as frivolous when “‘it is clear that the defendants are immune from suit.'” Volovets, 2020 WL 7481328, at *2 (citing Montero v. Travis, 171 F.3d 757, 760 (2d Cir. 1999) (quoting Neitzke v. Williams, 490 U.S. 319, 327, 109 S.Ct. 1827, 1833 (1989))).
2. Failure To State A Claim
District courts have “'the power to dismiss a complaint sua sponte for failure to state a claim' ... so long as the plaintiff is given notice and ‘an opportunity to be heard.'” Wachtler v. County of Herkimer, 35 F.3d 77, 82 (2d Cir. 1994) (citing, respectively, Leonhard v. United States, 633 F.2d 599, 609 n.11 (2d Cir. 1980), cert. denied, 451 U.S. 908, 101 S.Ct. 1975 (1981) and Thomas v. Scully, 943 F.2d 259, 260 (2d Cir. 1991)); accord Grant v. County of Erie, 542 Fed.Appx. 21, 24 (2d Cir. 2013); see also Citadel Management, Inc. v. Telesis Trust, Inc., 123 F.Supp.2d 133, 146 (S.D.N.Y. 2000) (“the Court has discretion to dismiss claims sua sponte pursuant to Rule 12(b)(6), particularly where it is clear that a plaintiff could not have prevailed on the facts as alleged in the complaint”). Nwoye has been given a fulsome chance to be heard by responding to the two orders to show cause issued by the Court.
Under Federal Rule Of Civil Procedure 12(b)(6), a pleading may be dismissed for “failure to state a claim upon which relief can be granted.” Fed.R.Civ.P. 12(b)(6). To survive a Rule 12(b)(6) motion, a complaint must plead “enough facts to state a claim to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 1974 (2007). A claim is facially plausible when the factual content pleaded allows a court “to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 1949 (2009). “Where a complaint pleads facts that are ‘merely consistent with' a defendant's liability, it ‘stops short of the line between possibility and plausibility of entitlement to relief.'” Id., 129 S.Ct. at 1949 (quoting Twombly, 550 U.S. at 557, 127 S.Ct. at 1966).
In considering a motion to dismiss, a district court “accept[s] all factual claims in the complaint as true, and draw[s] all reasonable inferences in the plaintiff's favor.” Lotes Co., Ltd. v. Hon Hai Precision Industry Co., 753 F.3d 395, 403 (2d Cir. 2014) (internal quotation marks omitted). However, this tenet is “inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678, 129 S.Ct. at 1949. “[R]ather, the complaint's factual allegations must be enough to raise a right to relief above the speculative level ... i.e., enough to make the claim plausible.” Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir. 2010) (internal quotation marks and brackets omitted). A complaint is properly dismissed where, as a matter of law, “the allegations in [the] complaint, however true, could not raise a claim of entitlement to relief.” Twombly, 550 U.S. at 558, 127 S.Ct at 1966.
3. Statute Of Limitations
Statute of limitations serve “legitimate and important functions in our judicial system,” and are intended to protect defendants by “preventing surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared.” Adams v. New Rochelle Hospital Medical Center, 919 F.Supp. 711, 715, 726 (S.D.N.Y. 1996). They also promote judicial economy, as they relieve the courts of “the burden of trying stale claims when a plaintiff has slept on his rights.” Meyer v. Frank, 550 F.2d 726, 730 (2d Cir. 1977).
While the expiration of the limitations period is an affirmative defense, “district courts may dismiss an action sua sponte on limitations grounds in certain circumstances where the facts supporting the statute of limitations defense are set forth in the papers plaintiff himself submitted.” Walters v. Industrial and Commercial Bank of China, Ltd., 651 F.3d 280, 293 (2d Cir. 2011) (internal quotations omitted); accord Khalil v. Pratt Institute, 818 Fed.Appx. 115, 116 (2d Cir. 2020); see also Acosta v. Artuz, 221 F.3d 117, 121-22 (2d Cir. 2000) (holding that a district court may raise sua sponte a habeas petitioner's failure to comply with the statute of limitations); Pino v. Ryan, 49 F.3d 51, 53 (2d Cir. 1995) (affirming sua sponte dismissal of a complaint as frivolous on statute of limitations grounds).
Nwoye argues that “[i]t is only when the affirmative defense of statute of limitations is not pleaded that the Court can exercise its discretionary power of sua sponte to call on both parties to address the issue of statute of limitations,” citing Lassiter v. City of Philadelphia, 716 F.3d 53 (3d Cir. 2013). (Dkt. 31 ¶ 11.) In Lassiter, however, the Third Circuit upheld the district court's having sua sponte raised the statute of limitations issue, while explaining that a court should not do so when, unlike in the instant matter, “parties ha[ve] engaged in protracted litigation” but failed to raise the issue themselves. 716 F.3d at 56-57. Nwoye's reliance on Wood v. Milyard, 566 U.S. 463, 132 S.Ct. 1826 (2012) is also inapposite. In Wood, the Supreme Court held “that courts of appeals, like district courts, have the authority - though not the obligation - to raise a forfeited timeliness defense on their own initiative.” 566 U.S. at 473, 132 S.Ct. at 1834. The Supreme Court found “that the Tenth Circuit abused its discretion when it dismissed Wood's petition as untimely” because “the State was well aware of the statute of limitations defense available to it” when it was before the district court and had waived that defense. Id. at 474, 132 S.Ct. at 1834. Here, Defendants have not forfeited anything. The Court agrees with Nwoye's assertion that its role is that of “the neutral and impartial adjudicator in the adversarial system of justice.” (Dkt. 31 ¶ 12.) Dismissing an action sua sponte on statute of limitations grounds is not inconsistent with that role, especially in light of the Court's other roles, such as promoting judicial economy and forestalling frivolous litigation.
C. Leave To Amend
“A court should freely give leave [to amend a pleading] when justice so requires.” Fed.R.Civ.P. 15(a)(2); see Aetna Casualty and Surety Co. v. Aniero Concrete Co., 404 F.3d 566, 603 (2d Cir. 2005). Notwithstanding the general policy favoring leave to amend, “[a] district court has discretion to deny leave for good reason, including futility.” McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 200 (2d Cir. 2007) (citing Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 230 (1962)); accord Cohen v. American Airlines, Inc., 13 F.4th 240, 247 (2d Cir. 2021). When “[t]he problem with [the plaintiff's] causes of action is substantive[,] better pleading will not cure it. Repleading would thus be futile.” Cuoco v. Moritsugu, 222 F.3d 99, 112 (2d Cir. 2000).
DISCUSSION
Nwoye's claims against the Obamas should be dismissed with prejudice as they are frivolous and fail to state a claim. Nwoye's claims for breach of contract, declaratory judgment, and equitable estoppel against Sidley fail to state a claim, and his claims against Sidley for unjust enrichment and quantum meruit are barred by the statute of limitations. Nwoye therefore should not be granted leave to file the SAC. The only claim for which leave to amend should be granted is breach of contract against Sidley.
I. Claims Against The Obamas
A. The Claims Against Former President Obama Are Frivolous Because Of Presidential Immunity
As stated above, an action may be dismissed sua sponte as frivolous when “it is clear that the defendants are immune from suit.” Volovets, 2020 WL 7481328, at *2 (citing Montero, 171 F.3d at 760 (quoting Neitzke, 490 U.S. at 327, 109 S.Ct. at 1833)). “[A] former President of the United States[] is entitled to absolute immunity from damages liability predicated on his official acts,” Nixon v. Fitzgerald, 457 U.S. 731, 749, 102 S.Ct. 2690, 2701 (1982); see also Clinton v. Jones, 520 U.S. 681, 693, 117 S.Ct. 1636, 1644 (1997), and this immunity continues after the official has left office. See District of Columbia v. Jones, 919 A.2d 604, 607 n.4 (D.C. 2007) (“that appellant ... no longer is Mayor of the District of Columbia does not change the outcome of our immunity analysis”); see generally Nixon, 457 U.S. 731, 102 S.Ct. 2690.
Nwoye seeks to hold Former President Obama liable with respect to projects that were “engagements” or “priorit[ies]” of, and during, the Obama administration. (FAC ¶ 15.) The FAC is explicit in that regard. For instance, the FAC alleges: “It is nationally and internationally undisputed that the Power Africa Initiative and the 2015 Global Entrepreneurship Summit in Nairobi, Kenya remain the most prominent and significant engagements of [Former President Obama] during his presidency with the Africa Continent.” (FAC ¶ 15 (emphasis added).) Similarly, alluding to those same projects, the FAC alleges that “these two projects (i.e., the Power Africa Initiative and 2015 Global Entrepreneurship Summit) are topmost on the President's to-do list for Africa before he leaves office in 2017.” (Id. ¶ 16 (emphasis added).) These and similar allegations belie Nwoye's contention that the Obamas should not enjoy absolute immunity because the “private contractual arrangements entered by [the Obamas] through intermediary (Messrs. Sidley Austin LLP) with the Plaintiff ... do[] not constitute ‘official acts.'” (Dkt. 25 ¶ 4; see also id. ¶¶ 24, 26.) In short, former President Obama thus is immune from the claims asserted by Nwoye, and those claims should be dismissed as frivolous.
Immunity also likely extends to Ms. Obama as this Court recognized in its January 27, 2023 order to show cause, citing Association of American Physicians & Surgeons, Inc. v. Clinton, 997 F.2d 898 (D.C. Cir. 1993). (Dkt. 21 at 2.) Nwoye correctly notes that the D.C. Circuit in that case held that the First Lady is an “officer or employee of the government” pursuant to the Federal Advisory Committee Act (“FACA”). (Dkt. 25 ¶¶ 2930.) See Association of American Physicians & Surgeons, Inc., 997 F.2d at 904 (“We, therefore, read the phrase ‘full-time officer or employee of the government' in FACA to apply to Mrs. Clinton. In doing so, we express no view as to her status under any other statute”). The Court need not definitively resolve the issue of Ms. Obama's immunity, however, because, as discussed next, Nwoye's claims against both the Obamas should be dismissed for failure to state a claim.
B. The FAC, And Proposed SAC, Fail To State An Actionable Claim Against The Obamas
To reiterate, Nwoye asserts four claims against the Obamas - breach of contract, unjust enrichment, quantum meruit, and declaratory judgment pursuant to 28 U.S.C. § 2201. (FAC at 12-16.) The breach of contract claim encompasses all four projects to which Nwoye allegedly contributed: the 2015 Global Entrepreneurship Summit, the Power Africa Initiative, the Land Tenure Work, and the Shea and Sesame Project. (FAC ¶¶ 37-42; SAC ¶¶ 45-50.) The unjust enrichment claim pertains to the Land Tenure Work and Shea and Sesame Project. (FAC ¶¶ 29-36.) The quantum meruit claim pertains to the 2015 Global Entrepreneurship Summit and the Power Africa Initiative. (Id. ¶¶ 43-48.) Finally, the declaratory judgment claim encompasses the Land Tenure Work, the 2015 Global Entrepreneurship Summit, and the Power Africa Initiative. (Id. ¶¶ 49-52.)
See supra n.6.
Even if the Court construed Nwoye's pleadings so that his claims of unjust enrichment, quantum meruit, and declaratory judgment encompassed all four projects, the Court's analysis and final recommendation would not change for the reasons that follow.
1. Breach Of Contract
Nwoye's breach of contract claim against the Obamas fails to state a claim for three reasons: First, the FAC pleads no facts evincing a contractual offer of postexternship employment, compensation, or recognition. Second, even if Horner's postexternship statements concerning potential employment or other compensation to Nwoye could be construed as an offer or multiple offers, no consideration was provided in exchange. Third, despite its conclusory allegations to the contrary, the FAC fails to plead facts that Sidley had authority, either apparent or implied, to bind the Obamas to contracts with Nwoye.
“A valid contract under New York law requires the familiar elements of offer, acceptance, consideration, mutual assent, and an intent to be bound.” Aretakis v. Caesars Entertainment, No. 16-CV-8751, 2018 WL 1069450, at *7 (S.D.N.Y. Feb. 23, 2018) (quoting Stone v. Sutton View Capital, LLC, No. 17-CV-1574, 2017 WL 6311692, at *4 n.7 (S.D.N.Y. Dec. 8, 2017) (citing Register.com, Inc. v. Verio, Inc., 356 F.3d 393, 427 (2d Cir. 2004))). “An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.” Augstein v. Leslie, No. 11-CV-7512, 2012 WL 4928914, at *2 (S.D.N.Y. Oct. 17, 2012) (citing Restatement (Second) of Contracts § 24 (1981)). “To evaluate the legitimacy of this offer, the court should consider what an objective, reasonable person would have understood [offeror's] conduct to convey.” Augstein, 2012 WL 4928914, at *2 (internal quotation marks and citations omitted).
“Consideration is a bargained for exchange. ‘In other words, the promise and the consideration must purport to be motive each for the other, in whole or at least in part; it is not enough that the promise induces the detriment or that the detriment induces the promise if the other half is wanting.'” Vian v. Carey, No. 92-CV-0485, 1993 WL 138837, at *3 (S.D.N.Y. Apr. 26, 1993) (citing Banque Arabe et Internationale D'Investissement v. Bulk Oil (USA), Inc., 726 F.Supp. 1411, 1419 (S.D.N.Y. 1989)) (emphasis in original); see also Mizuna, Ltd. v. Crossland Federal Savings Bank, 90 F.3d 650, 658 (2d Cir. 1996) (“A valid contract requires a manifestation of mutual assent to a bargained-for exchange”); Commodity Futures Trading Commission v. Walsh, 618 F.3d 218, 229 (2d Cir. 2010), certified question accepted, 15 N.Y.3d 828, 935 N.E.2d 793 (2010), and certified question answered, 17 N.Y.3d 162, 951 N.E.2d 369 (2011) (explaining that “fair consideration” for an agreement is a “‘bargained for' exchange”); Antifun Ltd. T/A Premium Vape v. Wayne Industries LLC, 616 F.Supp.3d 291, 306 (S.D.N.Y. 2022) (“Under New York law, all contracts must be supported by consideration, defined simply as ‘a bargained-for exchange of promises or performance'”) (citing In re Vargas Realty Enterprises, Inc., 440 B.R. 224, 236 (S.D.N.Y. 2010)); Aretakis, 2018 WL 1069450, at *7.
Additionally, “[t]he general rule is that past consideration is not consideration. A promise supported by past consideration is unenforceable because the detriment did not induce the promise.” Aretakis, 2018 WL 1069450, at *7 (quoting Umscheid v. Simnacher, 106 A.D.2d 380, 381, 482 N.Y.S.2d 295, 297 (2d Dep't 1984)) (internal brackets and citations omitted); see also Mintz Fraade Law Firm, P.C. v. Brady, No. 19-CV-10236, 2022 WL 1125957, at *8 (S.D.N.Y. Apr. 15, 2022) (“Generally, past consideration is no consideration”) (citing Greenberg v. Greenberg, 646 Fed.Appx. 31, 32 (2d Cir. 2016)); United Resource Recovery Corp. v. Ramko Venture Management, Inc., 584 F.Supp.2d 645, 656 (S.D.N.Y. 2008) (“The general rule in New York is that past consideration is not consideration, because the promise was not induced by the consideration”) (citing Arnone v. Deutsche Bank, AG, No. 02-CV-4915, 2003 WL 21088514, at *3 (S.D.N.Y. May 13, 2003)); Van Brunt v. Rauschenberg, 799 F.Supp. 1467, 1471 (S.D.N.Y. 1992) (granting motion to dismiss a breach of contract claim where plaintiff sought to enforce promises supported only by consideration that predated the promises' making, on the “elementary” legal basis that “past consideration is not consideration”).
The FAC nowhere pleads facts to show that the Obamas, or Sidley, ever made Nwoye an offer of post-externship employment, payment, or recognition. The FAC's references to an “offer” or “promise” either consist of conclusory statements or do not show that Sidley or the Obamas offered Nwoye post-externship employment, payment, or recognition in exchange for or prior to his contributions made during his externship. (See FAC at 2 (“Mr. Neil Horner personally and specifically approached the Plaintiff to offer consultancy services on [Mr. Obama]'s Administration US$7Billion Power Africa Initiative and Global Entrepreneurship Summit (2015) in Nairobi, Kenya on utmost confidentiality and a strict oral basis” and “[d]espite the successful launching and/or completion of the various projects that the Plaintiff worked on, particularly the Power Africa Initiative and the 2015 Global Entrepreneurship Summit wherein about US$100milion was allocated for entrepreneurs in Africa, the Defendants never fulfilled their promise of a job offer with Messrs. Sidley Austin LLP and/or payment for the consultancy services rendered by the Plaintiff”); id. ¶ 20 (“in August 2014, [Nwoye] contacted Mr. Neil Horner to activate the option of getting an employment offer with the law firm of Messrs Sidley Austin LLP”).) The FAC does not set forth the basic terms of any such offer, such as the amount of compensation offered or the form of recognition that would be given. Without an offer, there is no valid contract on which Nwoye's breach of contract claim can stand.
Even if the Court were to afford the FAC a liberal reading (notwithstanding that Nwoye is not entitled to one) finding that Sidley did in fact extend an offer, that offer either did not induce, or was made after, Nwoye undertook his contributions to the four projects. The offer therefore would not have been supported by consideration. For instance, the FAC alleges that, “[d]uring a lunch meeting in April 2014 shortly before the Plaintiff graduated from NYU, Mr. Horner informed the Plaintiff that after his NYU [Law] Fellowship at the World Bank, he should inform him, that Sidley Austin LLP would like to have the Plaintiff on their team.” (FAC ¶ 12.) Assuming Horner's statement that Sidley “would like to have [Nwoye] on their team” could even be considered an offer of employment, it was made in April 2014. By that time, Nwoye had almost completed his externship, which began in October 2013 and ended in May 2014. Horner's statement thus did not induce Nwoye to make his contributions, meaning there was no consideration and no contract.
No liberal reading could discern any allegation that the Obamas extended such offers as the FAC asserts that the Obamas never communicated with Nwoye. (FAC ¶ 27.) Rather, the FAC at best alleges offers extended to Nwoye on behalf of the Obamas. But as discussed below, no facts, as distinct from conclusory assertions, are alleged that Sidley was an agent that could bind the Obamas to a contract with Nwoye.
Additionally, Nwoye asserts, in one of his briefs, that “the Plaintiff and Mr. Neil Horner met physically in New York City on November 7, 2016, when they discussed varied issues including the success of the 2015 [Global Entrepreneurship Summit], Sidley Austin's decision not to offer employment and possible alternative compensation from the Defendants.” (Dkt. 31 ¶ 28 (emphasis in original omitted).) Even if the Court were to construe that discussion of “possible alternative compensation” as an actual offer of compensation, that offer occurred after Nwoye completed his externship and finished his work. The only consideration would have been past consideration, which does not support the creation of a contract. See Mintz Fraade Law Firm, 2022 WL 1125957, at *8 (finding that the existence of only past consideration was a “fatal defect” to the plaintiff's contract claim because “past consideration is no consideration” and thus the plaintiff “ha[d] no claim at all”); Aretakis, 2018 WL 1069450, at *8 (finding that the plaintiff's alleged oral contract failed for lack of consideration because plaintiff only alluded to past consideration).
Finally, Nwoye fails to plead facts that Sidley had either apparent or implied authority to bind the Obamas to the alleged contracts. In the proposed SAC, Nwoye alleges that Sidley had “apparent authority” to enter the Obamas “into an oral contract (confidential) for legal advisory and consultancy services” (SAC ¶ 33; see also id. ¶ 34), but then also states that Sidley had implied authority (id.). “[Apparent authority to act ... is when an agent has the ability to bind the principal to transactions with third parties because representations that the principal made to the third party make it reasonable for the third party to believe the agent has such an ability.” United States v. Gatto, 986 F.3d 104, 127 (2d Cir. 2021), cert. denied, U.S., 142 S.Ct. 710 (2021) (citing United States v. International Brotherhood of Teamsters, 986 F.2d 15, 20 (2d Cir. 1993)). Implied authority “‘is the power of the agent to do an act or to conduct a transaction on account of the principal which, with respect to the principal, he is privileged to do because of the principal's manifestations to him.'” Spagnola v. Chubb Corp., 264 F.R.D. 76, 89 (S.D.N.Y. 2010) (quoting Dinaco, Inc. v. Time Warner, Inc., 346 F.3d 64, 68 (2d Cir. 2003)).
The existence of both apparent and implied authority, therefore, requires manifestations by the principal. See Gatto, 986 F.3d at 127 (“It is the law in this circuit, as well as generally, that customarily only the representation of the principal to the third party can create apparent authority, not the representation of the agent alone”) (emphasis in original) (internal citation omitted); Hidden Brook Air, Inc. v. Thabet Aviation International Inc., 241 F.Supp.2d 246, 261 (S.D.N.Y. 2002) (“implied authority exists ‘when verbal or other acts by a principal reasonably give the appearance of authority to the agent'”) (citing 99 Commercial Street, Inc. v. Goldberg, 811 F.Supp. 900, 906 (S.D.N.Y. 1993)).
Neither the FAC, the SAC, nor anything else Nwoye has submitted, alleges or even suggests that the alleged principals in this case, the Obamas, represented anything to anyone. Because Sidley had no authority to bind the Obamas to a contract with Nwoye, and because the Obamas themselves never entered into a contract with him for the reasons discussed above, the FAC and the proposed SAC fail to state a claim for breach of contract against the Obamas.
2. Unjust Enrichment
Nwoye's unjust enrichment claim, directed at the Land Tenure Work and the Shea and Sesame Project (FAC ¶¶ 29-36), fails to state a claim for at least two reasons: both Nwoye's connection, and those projects' connection, with the Obamas are too attenuated. “To state a claim for unjust enrichment under New York law, a plaintiff must plead ‘that [1] the defendant was enriched [2] at the plaintiff's expense and [3] that equity and good conscience require the plaintiff to recover the enrichment from the defendant.'” Moshik Nadav Typography LLC v. Banana Republic, LLC, No. 20-CV-8325, 2021 WL 2403724, at *2 (S.D.N.Y. June 10, 2021) (citing Giordano v. Thomson, 564 F.3d 163, 170 (2d Cir. 2009)).
“‘Although privity is not required for an unjust enrichment claim, a claim will not be supported if the connection between the parties is too attenuated.'” Moshik Nadav Typography, 2021 WL 2403724, at *2 (citing Lexon Insurance Co. v. Wells Fargo Bank, 619 Fed.Appx. 27 (2d Cir. 2015)). “'[T]he nexus between the parties is too attenuated,' for example, where ‘the parties simply had no dealings with each other,”' Moshik Nadav Typography, 2021 WL 2403724, at *2 (quoting Cohen v. BMW Investments L.P., 668 Fed.Appx. 373, 374 (2d Cir. 2016) (summary order) (quoting Georgia Malone & Co. v. Rieder, 19 N.Y.3d 511, 517-18, 950 N.Y.S.2d 333, 337 (2012))), or where they had no “contact regarding the purchase transaction” from which the defendant benefitted, Georgia Malone, 19 N.Y.3d at 517-18, 950 N.Y.S.2d at 337. As the FAC asserts, the Obamas never engaged with Nwoye. (FAC ¶ 27.) Indeed, there is nothing to indicate that the Obamas were even aware of Nwoye's existence, and neither the FAC nor proposed SAC suggest otherwise. See Bashian & Farber, LLP v. Syms, 173 A.D.3d 659, 662, 102 N.Y.S.3d 255 (2019) (“In order to adequately plead an unjust enrichment claim ... the parties must have something akin to specific knowledge of one another's existence”) (internal quotation marks and citation omitted).
Additionally, the connection between the Land Tenure Work and the Shea and Sesame Project to the Obamas is too attenuated. From what the Court can discern from Nwoye's pleadings, the connection between those two projects and the Obamas is this: the two projects were part of Sidley's pro bono program (FAC ¶¶ 14, 25), and the Obamas were “very keen on the program, given that they are both alumni of the firm” (id. ¶ 13). Those allegations are an insufficient nexus to state a claim of unjust enrichment, and so this claim, too, should be dismissed. Cf. Georgia Malone, 19 N.Y.3d at 517-18, 950 N.Y.S.2d at 337 (finding that the plaintiff could not state a claim for unjust enrichment where the parties “simply had no dealings with each other” and no “contact regarding the purchase transaction” from which the defendant benefited, although the defendant “knew at all times” that the plaintiff was providing services).
3. Quantum Meruit
“In order to recover in quantum meruit under New York law, a claimant must establish ‘(1) the performance of services in good faith, (2) the acceptance of the services by the person to whom they are rendered, (3) an expectation of compensation therefor, and (4) the reasonable value of the services.'” Mid-Hudson Catskill Rural Migrant Ministry, Inc. v. Fine Host Corp., 418 F.3d 168, 175 (2d Cir. 2005) (citing Revson v. Cinque & Cinque, P.C., 221 F.3d 59, 69 (2d Cir. 2000)). Although their elements are articulated somewhat differently, New York law permits analyzing “quantum meruit and unjust enrichment together as a single quasi contract claim.” Mid-Hudson Catskill Rural Migrant Ministry, 418 F.3d at 175; accord Learning Annex Holdings, LLC v. Rich Global, LLC, 860 F.Supp.2d 237, 250-51 (S.D.N.Y. 2012), aff'd sub nom., Learning Annex Holdings, LLC v. Cashflow Technologies, Inc., 652 Fed.Appx. 67 (2d Cir. 2016); see also Seiden Associates, Inc. v. ANC Holdings, Inc., 768 F.Supp. 89, 96 (S.D.N.Y. 1991) (explaining that “quantum meruit and unjust enrichment are not separate causes of action,” and that “unjust enrichment is a required element for an implied-in-law, or quasi contract, and quantum meruit, meaning ‘as much as he deserves,' is one measure of liability for the breach of such a contract”), rev'd on other grounds, 959 F.2d 425 (2d Cir. 1992). Accordingly, where, as here, the relationship or connection between the parties is too attenuated, courts dismiss the plaintiff's unjust enrichment claim along with its quantum meruit claim. See Zim American Integrated Shipping Services Co., LLC v. Sportswear Group, LLC, No. 20-CV-4838, 2021 WL 5450117, at *8 (S.D.N.Y. Nov. 18, 2021); Lee v. Jarecki, No. 18-CV-9400, 2019 WL 948881, at *10 (S.D.N.Y. Feb. 14, 2019).
Unlike his unjust enrichment claim, Nwoye's quantum meruit claim pertains not to the Land Tenure Work or Shea and Sesame Project, but instead to the 2015 Global Entrepreneurship Summit and the Power Africa Initiative. (See FAC ¶¶ 43-48). As alleged in the FAC, those projects have a closer connection to the Obamas. That said, Nwoye's relationship with the Obamas is no less attenuated; they “simply had no dealings with each other.” Cohen, 668 Fed.Appx. at 374 (internal quotation marks omitted).
Additionally, the FAC, and proposed SAC, fail to state a claim because quantum meruit requires, among other things, “acceptance of the services by the person to whom they are rendered.” Eli Attia Architects v. Safra, No. 94-CV-2928, 1996 WL 480721, at *7 (S.D.N.Y. Aug. 23, 1996) (citing Longo v. Shore & Reich, Ltd., 25 F.3d 94, 98 (2d Cir. 1994)); accord Vioni v. Providence Investment Management, LLC, 750 Fed.Appx. 29, 33 (2d Cir. 2018). At best, Nwoye has plead that the Obama administration, not Mr. or Ms. Obama personally, accepted his services for these projects. Thus, as with his unjust enrichment claim against the Obamas, Nwoye's quantum meruit allegations fail to state a claim.
4. Declaratory Judgment
The Declaratory Judgment Act (“DJA”) provides in relevant part that, “[i]n a case of actual controversy within its jurisdiction ... any court of the United States ... may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought.” 28 U.S.C. § 2201(a); MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118, 126, 127 S.Ct. 764, 770 (2007). Courts frequently find that a declaratory judgment will not serve a useful purpose when the claim is duplicative of another claim in the same action. See, e.g., City of Perry, Iowa v. Procter & Gamble Co., 188 F.Supp.3d 276, 286 (S.D.N.Y. 2016) (“Courts generally reject a DJA claim when other claims in the suit will resolve the same issues”); Amusement Industries, Inc. v. Stern, 693 F.Supp.2d 301, 311 (S.D.N.Y. 2010) (“the fact that a lawsuit has been filed that will necessarily settle the issues for which the declaratory judgment is sought suggests that the declaratory judgment will serve ‘no useful purpose'”); Sofi Classic S.A. de C.V. v. Hurowitz, 444 F.Supp.2d 231, 249 (S.D.N.Y. 2006) (dismissing declaratory judgment claim as duplicative where it sought “resolution of legal issues that will, of necessity, be resolved in the course of the litigation of the other causes of action”).
Here, a declaratory judgment claim would be duplicative and serve no useful purpose. The FAC's allegations confirm as much. The purported declaratory judgment claim “incorporates by reference the allegation[s] in the above paragraphs” relating to the other three claims (FAC ¶ 49), and then asserts that there exists “an actual and justiciable controversy” relating to Nwoye's services rendered to the various projects; that “[t]here are various amounts that are due and payable” to him; and that he demands the Obamas “acknowledge their obligation to [him]” (id. ¶¶ 50-52). Resolution of the other claims against the Obamas would render moot the need for declaratory judgment. Accordingly, this claim too should be dismissed.
II. Claims Against Sidley
The proposed SAC names Sidley as a defendant. The allegations and claims against Sidley generally are the same as those asserted against the Obamas, except that the SAC adds a claim for equitable estoppel against Sidley. (SAC ¶ 35.) As discussed below, the SAC's breach of contract, declaratory judgment, and equitable estoppel claims against Sidley fail to state a claim, while the unjust enrichment and quantum meruit claims against it are barred by the statute of limitations. Leave to file the SAC therefore should be denied. Leave should be granted, however, for Nwoye to amend his breach of contract claim against Sidley if he can in good faith cure the defects of that claim.
A. The Breach of Contract, Declaratory Judgment, And Equitable Estoppel Claims Against Sidley Are Futile
1. Breach of Contract And Declaratory Judgment
Nwoye's breach of contract and declaratory judgment claims against Sidley are futile for the same reasons that they fail to state a claim against the Obamas. The SAC does not plead facts to show that Sidley ever made Nwoye an offer of post-externship employment, payment, or recognition. Even if the Court interprets Nwoye's pleadings charitably and finds that Sidley did make him an offer, no consideration was provided because the time of the alleged offer came far too late to have induced Nwoye's contributions to Sidley's pro bono program and projects. The proposed breach of contract claim against Sidley, as set forth in the SAC, thus fails to state a claim for which relief can be granted. Likewise, the declaratory judgment claim, no different and no less duplicative than that of the FAC, is also futile.
2. Equitable Estoppel
Equitable estoppel “is properly invoked where the enforcement of the rights of one party would work an injustice upon the other party due to the latter's justifiable reliance upon the former's words or conduct.” Kosakow v. New Rochelle Radiology Associates, P.C., 274 F.3d 706, 725 (2d Cir. 2001) (emphasis added); see also Shondel J. v. Mark D., 7 N.Y.3d 320, 326, 820 N.Y.S.2d 199, 202 (2006) (“The purpose of equitable estoppel is to preclude a person from asserting a right after having led another to form the reasonable belief that the right would not be asserted, and loss or prejudice to the other would result if the right were asserted”). “New York courts have ‘consistently held that the doctrine of equitable estoppel cannot be invoked to create a right where one does not otherwise exist.'” Gass v. Mamedova-Braz, No. 15-CV-3799, 2017 WL 3588944, at *8 (S.D.N.Y. Aug. 18, 2017) (quoting Wilson v. Hevesi, 96-CV-1185, 1998 WL 351861, at *6 (S.D.N.Y. June 29, 1998) (citing cases)).
A plaintiff asserting equitable estoppel must show, “with respect to the party estopped: (1) conduct which amounts to a false representation or concealment of material facts; (2) intention that such conduct will be acted upon by the other party; and (3) knowledge of the real facts.” In re Vebeliunas, 332 F.3d 85, 93-94 (2d Cir. 2003). The plaintiff must also show “with respect to themselves: (1) lack of knowledge and of the means of knowledge of the true facts; (2) reliance upon the conduct of the party to be estopped; and (3) prejudicial changes in [its] position[ ].” Id. at 94.
Nwoye's equitable estoppel claim does not state a claim for which relief can be granted precisely because it seeks “to create a right where one does not otherwise exist.” Randolph Equities, LLC v. Carbon Capital, Inc., 648 F.Supp.2d 507, 524 (S.D.N.Y. 2009). The SAC does not allege that Sidley has sought to enforce any rights against Sidley against which the doctrine of equitable estoppel could be invoked.
Moreover, the SAC asserts no allegations that comprise any of equitable estoppel's requisite elements. Instead, it alleges a single conclusory sentence: “Assuming without conceding, that an agency relationship does not exist, the Plaintiff pleads in the alternative that [Sidley] is equitably estopped from denying the legal advisory and consultancy services rendered by the Plaintiff in respect of (i) Land Rights in Africa Project (ii) 2015 Global Entrepreneur [sic.] Summit and (iii) Power Africa Initiative.” (SAC ¶ 35.) The SAC nowhere sets forth a false representation of concealment of a material fact, facts addressing Sidley's intention, or the “real facts” of which Sidley is supposed to have had knowledge. As set forth in the SAC, the equitable estoppel claim fails to state a plausible actionable claim.
B. The Unjust Enrichment And Quantum Meruit Claims Against Sidley State A Claim
1. Unjust Enrichment
Nwoye claims that Sidley was unjustly enriched from his contributions to the Land Tenure Work and Shea and Butter Project, both of which were part of Sidley's pro bono program. (SAC ¶¶ 40-41.) Nwoye further asserts that Sidley promoted those projects on its website and in its documentary material. (Id. ¶¶ 15, 25). Sidley having done so, and, making reasonable inferences in Nwoye's favor, Nwoye has plausibly asserted that Sidley was enriched - at Nwoye's expense - and that “equity and good conscience require the plaintiff to recover the enrichment from the defendant.'” Moshik Nadav Typography, 2021 WL 2403724, at *2 (citing Giordano v. Thomson, 564 F.3d 163, 170 (2d Cir. 2009)). Because Nwoye alleges that he dealt directly with Sidley, his unjust enrichment claim against it does not suffer from the fatal attenuation flaw that his claim against the Obamas does. Accordingly, the Court cannot conclude at this juncture that Nwoye's unjust enrichment claim would be futile.
2. Quantum Meruit
In the SAC, Nwoye alleges that he, “in good faith ... provided Defendants with consultancy and legal business advisory services” for the 2015 Global Entrepreneurship Summit and the Power Africa Initiative, which were also part of Sidley's pro bono program, that Sidley accepted his contributions, and that he “reasonably expected to receive compensation for . services rendered.” (SAC ¶¶ 51-56.) Those allegations contain the requisite elements of a quantum meruit claim. See Mid-Hudson Catskill Rural Migrant Ministry, 418 F.3d at 175 (reciting elements of quantum meruit claim). As with his unjust enrichment claim, Nwoye's relationship to Sidley is not fatally attenuated. Because the Court must accept all factual claims in the SAC as true, the Court cannot conclude at this juncture that Nwoye's quantum meruit claim would be futile.
III. Statute Of Limitations
Notwithstanding the potential viability of Nwoye's claims for unjust enrichment and quantum meruit, they are barred by the statute of limitations. The Court raised the statute of limitations issue by order to show cause (Dkt. 30), and Nwoye filed a responding brief (Dkt. 31). His arguments, however, do not withstand scrutiny.
A. Unjust Enrichment
The statute of limitations for unjust enrichment in New York is six years. Golden Pacific Bancorp v. F.D.I.C., 273 F.3d 509, 518 (2d Cir. 2001) (“The statute of limitations in New York for claims of unjust enrichment ... is generally six years”). Although unjust enrichment is not explicitly mentioned in the New York statutes of limitations, courts sometimes cite to the six-year limitations period in N.Y. C.P.L.R. § 213(2) for breach of contract claims, see Seidenfeld v. Zaltz, 162 A.D.3d 929, 933, 80 N.Y.S.3d 311, 311 (2d Dep't 2018) (affirming dismissal of unjust enrichment claim because “[t]he six-year limitations period would . have expired . four years prior to the commencement of this action”), and other times to the catchall six-year limitations period in N.Y. C.P.L.R. § 213(1) for actions that do not otherwise have a specific limitations period proscribed by statute, see Williams-Guillaume v. Bank of America, N.A., 130 A.D.3d 1016, 1017, 14 N.Y.S.3d 466, 469 (2d Dep't 2015) (“[t]he cause of action alleging unjust enrichment is governed by the six-year statute of limitations of CPLR 213(1)”); accord DuBuisson v. National Union Fire Insurance of Pittsburgh, P.A., No. 15-CV-2259, 2021 WL 3141672, at *16 (S.D.N.Y. July 26, 2021). An unjust enrichment claim “accrues ‘upon occurrence of the wrongful act giving rise to the duty of restitution.'” Lim v. Radish Media Inc., No. 22-CV-1610, 2023 WL 2440160, at *1 (2d Cir. March 10, 2023) (citing Golden Pacific Bancorp, 273 F.3d at 520). “[A]ny increase in wealth - even if unrealized or illiquid - is an enrichment” and “[i]f the enrichment is unjust, then the enrichment is immediately actionable.” JPMorgan Chase Bank, N.A. v. Maurer, No. 13-CV-3302, 2015 WL 539494, at *6 (S.D.N.Y. Feb. 10, 2015).
As this is a diversity case, the Court applies the statute of limitations of New York, being the forum state. See Abbott Laboratories v. Feinberg, 477 F.Supp.3d 57, 61 (S.D.N.Y. 2020) (“Because under the Erie doctrine, federal courts sitting in diversity apply state substantive law and federal procedural law,' normally New York's statute of limitations would control, as the law of the forum state) (internal citations, quotation marks, and alterations omitted).
Nwoye filed the instant action on March 3, 2022. His claims normally would be time-barred to the extent they accrued prior to March 3, 2016. But Nwoye benefits from New York's tolling of all statute of limitations for 228 days during the COVID-19 pandemic. See Doe v. State University of New York Purchase College, 617 F.Supp.3d 195, 206-07 (S.D.N.Y. 2022); Vasquez v. Tri-State Lumber Ltd., 78 Misc.3d 1230(A), 187 N.Y.S.3d 579, at *6 (N.Y. Sup. Ct. 2023). Accounting for that additional period, Nwoye's claims are time-barred to the extent they accrued prior to July 19, 2015.
By his own admission, Nwoye's externship with Sidley ended in May 2014. (SAC ¶ 9.) Nwoye's acts of “enriching” Sidley at Nwoye's “expense” thus ended with termination of his externship. As such, Nwoye's claim for unjust enrichment accrued as of the end of May 2014. Adding six years to the end of May 2014, as well as the 228-day COVID-19 toll, the end date of the statute of limitations period would be January 14, 2021. Because Nwoye commenced the case on March 3, 2022, his unjust enrichment claim is time-barred.
In arguing that his claim is timely, Nwoye points to Sidley's website, which, at least when accessed by Nwoye on February 3, 2023, contained information about the Land Tenure Work and Shea and Sesame Project without mentioning Nwoye's contributions.(Dkt. 31 at ¶ 24 n.4.) Nwoye then argues that the “continuing wrong” doctrine “serves to toll the running of a period of limitation to the date of the commission of the last wrongful act.” (Id. ¶ 25.) However, as one court has explained, “Plaintiff does not cite - and this Court is unaware of - any legal authority applying such an exception to a claim for unjust enrichment. ... For th[is] reason[], the Court declines to apply the continuous wrong doctrine to Plaintiff's claim for unjust enrichment.” Exeter Holdings, Ltd. v. Haltman, No. 13-CV-5475, 2020 WL 4587533, at *10 (E.D.N.Y. Apr. 21, 2020), R & R adopted sub nom., Official Committee of Unsecured Creditors of Exeter Holding, Ltd. v. Haltman, 2020 WL 2832192 (E.D.N.Y. June 1, 2020).
The suggestion that Nwoye “enriched” Sidley by contributing to the project that Sidley touted on its website is suspect. For present purposes, the Court need not resolve that issue.
B. Quantum Meruit Against Sidley
Although Nwoye's quantum meruit claim is directed to different projects (the 2015 Global Entrepreneurship Summit and the Power Africa Initiative) than his unjust enrichment claim (the Land Tenure Work and Shea and Sesame Project), it too is time-barred because Nwoye's externship ended in May 2014.
The six-year limitations period of N.Y. C.P.L.R. § 213(2) also applies to quantum meruit claims. See, e.g., Sahebdin v. Khelawan, No. 21-CV-2956, 2022 WL 4451005, at *8 (E.D.N.Y. Sept. 24, 2022); Lama v. Malik, 192 F.Supp.3d 313, 320 (E.D.N.Y. 2016); Eisen v. Feder, 307 A.D.2d 817, 818, 763 N.Y.S.2d 279, 280 (1st Dep't 2003); Moors v. Hall, 143 A.D.2d 336, 340, 532 N.Y.S.2d 412 (2d Dep't 1988). As a general rule, “[t]he statute of limitations ‘begins to run on a claim for quantum meruit when the final service has been performed.'” Tarquino v. Muse Enterprises, Inc., No. 19-CV-3434, 2020 WL 3871512, at *4 (S.D.N.Y. July 9, 2020) (quoting Scott v. Rosenthal, No. 97-CV-2143, 2001 WL 968992, at *8 (S.D.N.Y. Aug. 24, 2001), aff'd, 53 Fed.Appx. 137 (2d Cir. 2002)). As set forth in the SAC, Nwoye last performed service to Sidley when his externship ended at the end of May 2014. (SAC ¶ 9.) Having filed the action beyond the six-year statute of limitations (accounting for the COVID-19 tolling period), Nwoye's claim for quantum meruit is time-barred.
In an attempt to move the accrual date further in time, Nwoye focuses on the fact that the 2015 Global Entrepreneurship Summit took place from July 25-26, 2016. (See Dkt. 31 ¶¶ 29-33.) But, again, that is irrelevant to when Nwoye provided his services to Sidley in connection with those projects. Thus, both of Nwoye's otherwise potentially viable claims against Sidley are time-barred.
The Court found two cases in which the accrual date for quantum meruit was tied to an event occurring after completion of services; both are inapt as they each involved preconditions, unlike those present here, that had to occur before any wrongful act could arise. See Roistacher v. Bondi, No. 11-CV-8200, 2013 WL 123735, at *4 (S.D.N.Y. Jan. 10, 2013) (finding accrual date as the date the parties entered into a settlement agreement because “defendants' ‘wrongful act' ... was their refusal to compensate plaintiff for services rendered in connection with recovering the Painting” and “no ‘wrongful act' could have occurred prior to the Settlement (because it was a condition precedent to plaintiff's receiving compensation)”); Sven Salen AB v. Jacq. Pierot, Jr., & Sons, Inc., 559 F.Supp. 503, 506-07 (S.D.N.Y. 1983), aff'd sub nom., Salen AB v. Pierot & Sons, Inc., 738 F.2d 419 (2d Cir. 1984) (likening circumstances to a co-brokerage arrangement where the quantum meruit claim “could not have been maintained and therefore did not accrue until [the defendant] received its commission”). See also R.B. Ventures, Ltd. v. Shane, No. 91-CV-5678, 1999 WL 632840, at *8, n.5 (S.D.N.Y. Aug. 18, 1999), rev'd in part, 2000 WL 12118 (S.D.N.Y. Jan. 7, 2000) (“the court in Sven Salen likened the circumstances in the case before it to those of a co-brokerage arrangement. ... The court specifically noted that ‘quantum meruit claims generally accrue when services are rendered,' ... but stated that in a co-brokerage arrangement such as the one before it, the analysis was different because the co-broker could not be paid until the primary broker had been paid. Thus the reasoning in Sven Salen is inapposite to the instant case”) (quoting Sven Salen AB, 559 F.Supp. at 506-07).
C. Leave To Amend
As explained above, the allegations of the SAC, as currently comprised, are futile. The claims against the Obamas are no less flawed than they were in the FAC; they are frivolous and fail to state a claim. They cannot be cured.
The statute of limitations bars the claims against Sidley for unjust enrichment and quantum meruit. Nwoye's claim for declaratory judgment is duplicative and serves no useful purpose. Nwoye's equitable estoppel claim does not seek to stop Sidley from enforcing any right and therefore states no claim for relief. Accordingly, those claims too cannot be cured.
That leaves Nwoye's breach of contract claim. The SAC fails to plausibly allege facts necessary to establish the elements of a contract for post-externship employment, compensation, or recognition. The Court cannot conclude, however, that there are no set of facts that could be plead by Nwoye that would establish a claim for breach of contract against Sidley.
The Court has considered whether the breach of contract claim is barred by the six-year statute of limitations that bars the quantum meruit and unjust enrichment claims. In New York, “[a] breach of contract claim ‘accrues at the time of the breach.'” Lim, 2023 WL 2440160, at *1 (citing Ely-Cruikshank Co. v. Bank of Montreal, 81 N.Y.2d 399, 402, 615 N.E.2d 985, 986 (1993)). Nwoye argues that breach occurred and the statute of limitations “should begin to run from [November 7,] 2016, after the Plaintiff met with Mr. Horner and it became crystal clear that the Defendants may not be interested in performing or making good their contractual obligation or promise.” (Dkt. 31 ¶ 28.) By that calculation, Nwoye's breach of contract claim would not be time barred.
More specifically, although neither the FAC nor the SAC alleges that the written contract with Sidley for Nwoye to participate as an extern in Sidley's pro bono program included a promise of post-externship employment, compensation, or recognition, there conceivably could be language in the written agreement that would show otherwise. The agreement, however, is not before the Court, and neither the FAC nor SAC sets forth its terms. Accordingly, the Court should grant leave for Nwoye to file and serve an amended claim against Sidley for breach of contract, provided Nwoye can in good faith cure the deficiencies of the SAC.
CONCLUSION
For the foregoing reasons, I recommend that the First Amended Complaint be dismissed with prejudice. I further recommend that Nwoye be denied leave to file the Second Amended Complaint but that he be afforded the opportunity to file an amended claim for breach of contract against Sidley. To the extent not discussed above, the Court has considered Nwoye's other arguments and found them to be without merit.
DEADLINE FOR OBJECTIONS AND APPELLATE REVIEW
Pursuant to 28 U.S.C. § 636(b)(1) and Federal Rules Of Civil Procedure 72, 6(a), and 6(d), the parties have fourteen days to file written objections to this report and recommendation. Such objections shall be filed with the Clerk of Court, with extra copies delivered to the Chambers of the Honorable Judge Valerie E. Caproni, United States Courthouse, 40 Foley Square, New York, New York 10007, and to the Chambers of the undersigned, 500 Pearl Street, New York, New York 10007. Failure to file timely objections will result in waiver of objections and preclude appellate review.
SO ORDERED.