O’Reilly v. TP ICAP Global Markets Americas LLC

Background

Christine O’Reilly sued TP ICAP Global Markets Americas LLC (TPIGMA), TP ICAP Group Services Limited, Citigroup Inc., Citigroup Global Markets Limited (CGML), Janie McCathie, and Citibank, N.A. She alleged that she experienced sexual harassment, discrimination, retaliation, and a toxic work environment while working for TPIGMA. Her First Amended Complaint asserted ten causes of action under Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, the New York City Human Rights Law, the common law, and contract law.

The Citi Defendants moved to dismiss the six claims against them: discrimination, retaliation, and aiding and abetting under New York State and New York City law, plus negligent retention and supervision. They relied on rules concerning group pleading, lack of personal jurisdiction, and failure to state a claim. TPIGMA filed a partial motion to dismiss the ninth and tenth causes of action, which alleged breach of contract and breach of the implied covenant of good faith and fair dealing.

Rulings on the Citi Defendants

The Court granted the Citi Defendants’ motion to dismiss under Rule 12(b)(2), which concerns personal jurisdiction. The Court first ruled that Citigroup and Citibank were not properly included under O’Reilly’s single-integrated-enterprise theory. O’Reilly alleged that the Citi entities shared management, ownership, and operations, but the Court found that she had not adequately alleged that Citigroup or Citibank controlled CGML’s employment matters or the relevant work activities.

The Court then considered CGML, which employed Benjamin Waters. It held that O’Reilly had not established specific personal jurisdiction over CGML under New York’s long-arm statute. Her claims did not sufficiently arise from CGML’s business transactions in New York because the alleged harassment was separate from Waters’s trading activities. The Court also held that Waters’s alleged sexual misconduct could not be attributed to CGML for jurisdictional purposes because O’Reilly had not alleged that the conduct benefited CGML. Finally, O’Reilly had not adequately argued that CGML’s own conduct supported jurisdiction in New York.

Although the Court lacked personal jurisdiction, it also addressed the merits of O’Reilly’s negligent-retention-and-supervision claim against CGML because the jurisdictional issues were complex and that claim presented a possible jurisdictional argument. The Court held that the claim was inadequately pleaded. Under New York law, the employer must have known or should have known about the employee’s relevant propensity for misconduct before the injury occurred. The Court found that O’Reilly’s allegations concerned Waters’s conduct toward her, general mistreatment of women, an event occurring after the alleged harassment began, and other conduct that did not plausibly show prior knowledge of a propensity to sexually harass brokers.

Rulings on TPIGMA’s Motion

The Court granted TPIGMA’s partial motion to dismiss O’Reilly’s ninth and tenth causes of action under Rule 12(b)(6), which concerns failure to state a claim.

For the breach-of-contract claim, the Court held that O’Reilly did not identify the specific Employment Agreement terms that TPIGMA allegedly breached and did not provide the Court with the agreement. The Court also rejected O’Reilly’s argument that she had been wrongfully terminated because the First Amended Complaint alleged only that TPIGMA ended her paid leave, not that it wrongfully terminated her employment.

For the claim alleging breach of the implied covenant of good faith and fair dealing, the Court held that the claim was duplicative. O’Reilly relied on the same alleged conduct for both contract claims, and she did not allege bad-faith conduct outside the Employment Agreement that could support a separate claim.

Amendment, Discovery, and Disposition

The Court denied O’Reilly’s request for leave to amend. The Court noted that she had already amended her complaint, had been given multiple opportunities to amend after learning the defendants’ arguments, and had not explained what additional allegations would cure the deficiencies. The Court also denied her request for jurisdictional discovery because she had not established a prima facie basis for personal jurisdiction or identified a genuine dispute about a jurisdictional fact.

Judge Katherine Polk Failla’s order granted the Citi Defendants’ motion to dismiss and also granted TPIGMA’s partial motion to dismiss O’Reilly’s ninth and tenth causes of action. The order directed Janie McCathie and TP ICAP Group Services Limited to answer the First Amended Complaint by October 13, 2025, and directed the remaining parties to address case management for the claims that remained.