MEMORANDUM OPINION AND ORDER Plaintiff Omar Tellez brought this action against his former employer, OTG Interactive, LLC n/k/a Flo Solutions, LLC (“OTGI”), two related corporations, OTG Management, Inc. (“OTG”), and OTG Management, LLC, as well as the Chief Executive Officer of OTG, Rick Blatstein a/k/a Eric J. Blatstein (collectively, “Defendants”), alleging that Tellez’s demotion and ultimate termination from OTGI violated the Sarbanes-Oxley Act (“SOX”), the Dodd-Frank Act (“Dodd-Frank”), and the severance provisions of Tellez’s employment contract. This Court has jurisdiction of the SOX and Dodd-Frank claims pursuant to 28 U.S.C. §1331 and may exercise supplemental jurisdiction of the state-law claims pursuant to 28 U.S.C. §1367.Before the Court is Defendants’ motion for summary judgment dismissing all of Tellez’s claims, as well as Tellez’s cross-motion for partial summary judgment on his breach of contract claim. (Docket entry nos. 53, 59.) The Court has considered all of the parties’ submissions carefully and, for the reasons that follow, Defendants’ motion for summary judgment is granted to the extent that it seeks dismissal of Tellez’s SOX and Dodd-Frank claims. Because the pleadings are insufficient to demonstrate that the Court has independent subject matter jurisdiction of Tellez’s breach of contract claim, the Court declines to consider at this time the parties’ motions for summary judgment with respect to that state law claim and instead grants Tellez an opportunity to file an affidavit demonstrating a basis for subject matter jurisdiction in this Court.BACKGROUNDUnless otherwise indicated, the following material facts are undisputed.1 Defendant OTG operates restaurants and concessions in various airports throughout North America by providing Apple iPad stations that allow customers to, among other things, order food and check their flight status. (Docket entry no. 54, Def. 56.1 St. 1.) Defendant OTGI provides the software system used on the iPads. (Id. 2.) Defendant Blatstein is the Chief Executive Officer of OTG and OTGI. (Id. 3.)On September 9, 2014, Tellez commenced his employment as President of OTGI pursuant to an employment agreement dated August 8, 2014. (Id. 8, 12; see also docket entry no. 48, Schmidt Decl. Ex. K, the “Employment Agreement.”) Tellez’s employment agreement provides that “[i]n the event of a termination of your employment with [OTGI] for reasons other than “Cause” (if initiated by [OTGI] or its parent)…we will provide you with a severance of twelve (12) months base salary and health benefits.” (Employment Agreement 6.) The agreement defines “cause” as including, among other things, the “engagement in any course of conduct that could reasonably be expected to materially and adversely damage the business or reputation of [OTGI].” (Id. 6a.)In the fall of 2014, shortly after Tellez joined OTGI, Defendants decided to implement a “model test” to determine whether OTGI could generate additional revenue by charging customers for games offered on Defendants’ iPads. (Def. 56.1 St. 28.) As part of the test, Defendants developed a software application that would launch a paywall asking for payment before directing a customer to certain games. (Id.
30-32.) Once a payment was made, the application would launch a game already downloaded onto the iPad. (Id. 33.) The paywall test was implemented at a Delta airlines concourse in the Minneapolis-St. Paul International Airport for a five-week period from October 30, 2014, to December 5, 2014, on iPads that displayed the Delta logo. (Id.
