WB&B Executive Search, LLC v. City of New York

Background

In 2022, the City contracted with WB&B Executive Search LLC to identify and recruit potential candidates for Assistant Commissioner positions within the Department of Corrections. The contract was non-exclusive, covered 10 vacancies, and provided for a payment of $37,500 for each referred candidate whom the City hired. WB&B was registered in New York as a minority- or woman-owned business and was owned by a person of Hispanic descent.

WB&B alleged that the City later informed it that the City would not honor the contract, effectively ending the agreement without giving a reason. WB&B claimed that the City’s conduct was motivated at least partly or substantially by WB&B’s status as a minority-owned Hispanic business. It brought claims under 42 U.S.C. §§ 1981, 1982, 1983, and 1985, alleging violations of due-process and equal-protection rights.

The City moved to dismiss the First Amended Complaint under Federal Rule of Civil Procedure 12(b)(6). That rule permits dismissal when a complaint does not allege enough facts to make a claim legally plausible, even assuming the well-pleaded factual allegations are true.

Due-Process Claims

The City argued that WB&B had not plausibly alleged that its contractual rights were constitutionally protected property interests. WB&B withdrew its due-process claims in its opposition brief. The Court therefore granted the motion to dismiss those claims.

Equal-Protection Claims

The Court dismissed WB&B’s equal-protection claims under §§ 1981, 1982, 1983, and 1985. The Court explained that each claim required WB&B to plausibly allege that the City intended to discriminate against it because of race. The complaint stated that the City breached or ended the contract because WB&B was a minority-owned business, but it did not provide factual allegations supporting an inference of racial intent. The Court held that these conclusory assertions were insufficient under the pleading standard.

The opinion also noted that § 1983 is the exclusive federal remedy for § 1981 rights violations by state governmental units. The Court nevertheless addressed the equal-protection allegations together and dismissed them because the complaint lacked specific supporting facts.

Request to Amend

WB&B asked for permission to add a First Amendment retaliation claim based on an allegation that, less than three months after filing the lawsuit, the City stopped awarding WB&B procurement contracts. The Court denied leave to amend because the proposed claim would be futile, meaning it could not survive another motion to dismiss.

First, the proposed allegations did not plausibly identify an adverse action. WB&B did not state whether it had applied for particular contracts, whether the City had offered those contracts, or whether the City still needed the services. Second, because the proposed claim was against the City, WB&B also had to allege facts showing that a City policy, custom, or final policymaker caused the retaliation. The proposed amendment provided no specific information about who acted, what was done, when it occurred, or where it occurred. General allegations that the City was motivated by WB&B’s filing of the lawsuit were insufficient.

Disposition

The Court granted the City’s motion to dismiss and denied WB&B’s request for leave to amend. The Court directed the Clerk of Court to enter judgment, close the case, and terminate all pending motions.