Reiff v. Alliance

Background

Alex Reiff brought an employment lawsuit against CyberRisk Alliance, LLC (CRA). Reiff alleged that he worked for CRA and its predecessor from 2012 until CRA terminated him without cause on May 27, 2025. He alleged that approximately $220,000 in revenue had become “deemed earned” by that date and that CRA had not paid him the corresponding commissions.

Reiff’s compensation plan stated that commissions were earned and payable only when the revenue requirements were satisfied and the salesperson was an active employee on the payment date. The plan also stated that, after termination, a salesperson had to remain an active employee and in good standing through the customary payment date to receive a commission. Commissions were scheduled to be paid on the last business day of the following month.

Reiff sought a declaration that restrictive covenants in his employment contract were void and unenforceable. He also alleged violations of the New York Labor Law, breach of contract, and, alternatively, quantum meruit, unjust enrichment, and breach of the implied covenant of good faith and fair dealing. CRA moved under Rule 12(b)(6), which allows dismissal when a complaint does not adequately state a legal claim, to dismiss the breach-of-contract claim and the three alternative claims.

Court’s reasoning

The court held that Reiff could not sustain his breach-of-contract claim. It interpreted the compensation plan according to its plain language and concluded that Reiff was not employed on the last business day of May 2025. Under the plan, he therefore was not entitled to commissions earned on or after April 1, 2025, even assuming the revenue conditions had been met for approximately $220,000.

Reiff argued that the current-employment requirement violated the New York Labor Law and was invalid, so that the court could separate that provision from the rest of the plan and allow his contract claim to proceed. The court said that possibility depended first on adequately alleging a New York Labor Law violation. Although Reiff’s allegations might state a separate Labor Law claim, the court found them too conclusory to support his contract claim because he did not identify the specific Labor Law provision that the compensation term allegedly violated.

The court also dismissed Counts IV, V, and VI. It ruled that the quantum meruit and unjust-enrichment claims arose from the same compensation plan and were therefore duplicative of the contract claim. It rejected Reiff’s argument that those claims could proceed because he challenged one provision of the plan, reasoning that his theory still treated the plan as either enforceable or enforceable except for that provision. The court likewise found the implied-covenant claim duplicative because it was based on the same alleged failure to pay commissions. Reiff’s additional allegation that CRA fired him to avoid paying commissions did not make that claim legally distinct from the contract claim.

Disposition

Judge Victor Marrero granted CRA’s letter motion to partially dismiss Reiff’s complaint. The order states that Counts III, IV, V, and VI were dismissed without prejudice. The opinion states that CRA did not move to dismiss Count II, Reiff’s New York Labor Law claim; it does not expressly state the disposition of every other count.