Vox Media, Inc. v. Mansfield
Vox Media, Inc. v. Mansfield
Opinion of the Court
Emmet G. Sullivan, United States District Judge *22Plaintiff Vox Media, Inc. ("Vox") brings suit against its former employee Defendant Graig Mansfield for allegedly defrauding the company by taking over $200,000 of its assets for his own use. Vox's complaint includes four counts against Mr. Mansfield for (1) fraud; (2) fraudulent concealment; (3) conversion; and (4) unjust enrichment. Pending before the Court is Mr. Mansfield's motion to dismiss Vox's complaint. See Def.'s Mot., ECF No. 14. Upon consideration of the motion, the response and reply thereto, and the relevant law, Mr. Mansfield's motion to dismiss is DENIED .
I. Background
Vox is a digital media company organized under Delaware law with its principal place of business in the District of Columbia. Compl., ECF No. 1 ¶ 2. Vox creates and distributes news content online "covering sports, culture, technology, and politics, among other subjects." Id. In August 2012, Vox hired Mr. Mansfield to work as its "Procurement Manager" within the finance and accounting department. Id. ¶¶ 8, 9. Mr. Mansfield worked in that position for three years, until he left Vox in June 2015 and moved to Atlanta, Georgia, where he currently resides. Id. ¶¶ 3, 8, 21. As Procurement Manager, Mr. Mansfield "coordinat[ed] procurement methods; manag[ed] data from company cards, expense reports, and corporate accounts for budget reporting; and monitor[ed] spend[ing] levels." Id. ¶ 9. Mr. Mansfield also managed Vox's corporate credit card account and its various frequent-flier and travel reward accounts. Id. ¶¶ 10, 15. Upon joining Vox, Mr. Mansfield "acknowledged and agreed to abide by" Vox's "Employee Handbook." Id. ¶ 11. In so doing, he "agreed to 'serve the Company faithfully and use [his] best efforts to promote its interests.' " Id. He also agreed he would not damage, destroy, or steal company property. Id.
Vox applied for its corporate credit card in May 2012. Id. ¶ 13. The credit card had a "rewards program" under which a customer earned "points" based on the customer's spending. Id. ¶¶ 13, 16. The customer could use the points to purchase travel or merchandise or simply convert the points to cash or cash-equivalent bonus cards. Id. ¶ 16. A corporate customer could choose to enroll the company itself in the rewards program or allow individual employees to earn the points. Id. ¶ 13. Vox chose to enroll the company itself; therefore, "all points accrued from company [credit] cards under the rewards program would be for Vox Media's use." Id. Likewise, Vox enrolled itself in travel reward accounts that operated similarly. Id. ¶¶ 15, 16. The company did not authorize individuals to redeem or transfer the company's travel or credit card points for personal use. Id. ¶¶ 13, 14. During Mr. Mansfield's tenure, Vox had not dedicated a specific use for the rewards points; it was "deliberating" and put the points "aside until the company had determined a use for them." Id. ¶ 18.
Vox alleges that Mr. Mansfield "betrayed the company" by "secretly stealing from it throughout his employment, and even afterwards." Id. ¶ 19. According to Vox, Mr. Mansfield "repeatedly use[d] his control over the corporate credit card and travel accounts to transfer cash ... or reward points ... to his personal accounts." Id. For example, Mr. Mansfield allegedly converted rewards points to cash-equivalent gift cards and instructed the merchants to send the gift cards to his *23personal address. Id. He also allegedly used the rewards points to purchase luxury goods-including a watch worth over $1,700-which he also sent to his personal address. Id. ¶¶ 19, 22. Mr. Mansfield also allegedly bought himself airline tickets using Vox's frequent-flier points. Id. ¶ 19.
According to Vox, Mr. Mansfield "continued this theft long after he left his position" in June 2015. Id. ¶ 22. He allegedly continued using Vox's points until at least February 2016. Id. From March 2013 through at least February 2016, Mr. Mansfield allegedly stole over $210,000 worth of Vox's assets. Id. ¶¶ 28, 30. Vox discovered Mr. Mansfield's alleged scheme in April 2016 and filed its complaint on April 14, 2017. See id. ¶ 26-29.
II. Standard of Review
A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) tests the legal sufficiency of a complaint. Browning v. Clinton ,
Despite this liberal pleading standard, to survive a motion to dismiss, a complaint "must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal ,
"[W]hen ruling on a defendant's motion to dismiss [pursuant to Rule 12(b)(6) ], a judge must accept as true all of the factual allegations contained in the complaint." Atherton v. D.C. Office of the Mayor ,
III. Analysis
Mr. Mansfield moves to dismiss Vox's complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). See Def.'s Mot., ECF No. 14. He makes two arguments: (1) Vox's complaint is time-barred; and (2) Vox has not sufficiently pled fraudulent concealment. See
A. It is Premature to Dismiss Vox's Complaint as Untimely
Mr. Mansfield argues that the Court should dismiss Vox's complaint as untimely. See Def.'s Mot., ECF No. 14 at 7.
Federal Rule of Civil Procedure 12(b)(6)"is the vehicle for asserting the affirmative defense of statutory time limitation." Peart v. Latham & Watkins LLP ,
Vox does not dispute that its claims are governed by the District of Columbia's three-year statute of limitations pursuant to
Whether Mr. Mansfield fraudulently concealed his alleged fraud and conversion is a "contested question[ ] of fact," precluding dismissal at the pleadings stage. Bregman ,
Specifically, Vox alleges that Mr. Mansfield gave only himself access to Vox's rewards accounts, plausibly in an attempt to avoid detection. Compl., ECF No. 1 ¶¶ 17, 29 ("Mansfield had set himself up as Vox Media's only contact with the travel provider and used that control over the accounts to cash in for his own personal benefit."). Because Mr. Mansfield was the only employee with access to the accounts, see
Mr. Mansfield contends that these alleged concealments cannot meet the standard for fraudulent concealment as a matter of law. See Def.'s Reply, ECF No. 17 at 2-3. In so arguing, he compares the alleged misrepresentations to those at issue in Riddell v. Riddell Washington Corp. , and concludes that his alleged deception cannot meet the Riddell "standard." See id. (discussing
What's more, Vox has also alleged sufficient facts to suggest that Mr. Mansfield was in a fiduciary relationship with the company. As such, Mr. Mansfield may have fraudulently concealed his theft by merely failing to disclose it to Vox. See Firestone ,
Mr. Mansfield contends that he was not a fiduciary because he had a "relatively low-level position" and "was not an officer or director, or even the head of a department." Def.'s Mot., ECF No. 14 at 8. Whether Mr. Mansfield was indeed a fiduciary is "contested question[ ] of fact" that the Court may not resolve at this stage of the proceedings. Feld Ent., Inc. ,
Therefore, the Court cannot conclude, at this stage of the proceedings, that Vox's complaint is conclusively time-barred.
*26B. Vox Sufficiently Pled Fraudulent Concealment
Relatedly, Mr. Mansfield argues that Vox failed to plead "any element[ ]" of fraudulent concealment. Def.'s Mot., ECF No. 14 at 8. As discussed, the Court finds that Vox pled facts sufficient to infer that Mr. Mansfield concealed his alleged theft and that Vox had no notice of the concealment, despite its due diligence. See Firestone ,
Still, Mr. Mansfield argues that the Vox has not pled fraudulent concealment because it has not "establish[ed] that [Vox] used due diligence in trying to uncover the facts." Def.'s Mot., ECF No. 14 at 8. Mr. Mansfield contends that Vox exercised "no oversight" and failed to allege any steps its employees took to supervise Mr. Mansfield, request access to the rewards accounts, or review the accounts. Id. at 8-9. Vox responds by arguing that the Court may not infer a lack of diligence on a motion to dismiss. Pl.'s Opp'n, ECF No. 16 at 11.
Once a plaintiff pleads "fraudulent concealment," a defendant may "assert a defense based on the plaintiff's lack of due diligence." Firestone ,
At this stage, the Court cannot determine whether Vox's efforts were reasonable, as assessing Vox's diligence requires the Court to make a "fact-specific judgment."
IV. Conclusion and Order
Accordingly, for the reasons set forth in this Memorandum Opinion, Mr. Mansfield's motion to dismiss Vox's complaint is DENIED . Mr. Mansfield is directed to file his answer to Vox's complaint by no later than September 10, 2018.
SO ORDERED.
When citing electronic filings throughout this Opinion, the Court cites to the ECF page number, not the page number of the filed document.
Reference
- Full Case Name
- VOX MEDIA, INC. v. Graig MANSFIELD
- Cited By
- 1 case
- Status
- Published