Plaintiff Alan Napoli (“Plaintiff’ or “Napoli”) commenced this diversity action alleging a single claim of breach of contract against defendants Deluxe Corporation and Deluxe Small Business Sales, Inc. (“Deluxe SBS”) (collectively, “Defendants”). Defendants have moved for judgment on the pleadings pursuant to Rule 12(c) of the Federal Rules of Civil Procedure. See Motion, Docket Entry (“DE”) [23]. Plaintiff opposes the motion and has cross-moved for judgment on the pleadings in his favor on his breach of contract claim. See Cross-Motion, DE [26]; Plaintiff’s Memorandum of Law in Opposition (“Pl. Opp.) at 10, DE [28]. For the reasons set forth below, Defendants’ motion is granted and Plaintiff’s cross-motion is denied. I. BACKGROUNDA. Factual BackgroundThe following facts are taken from the Complaint (“Compl.”), DE [1], and are assumed to be true for purposes of this motion. Consideration of additional materials outside the complaint is permitted in limited circumstances, such as when documents are “integral” to the complaint such that “the complaint relies heavily upon its terms and effect.” Goel v. Bunge, Ltd., 820 F.3d 554, 559 (2d Cir. 2016) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002)). Even where a document is integral to the complaint, it may only be considered if it is “clear on the record that no dispute exists regarding authenticity or accuracy of the document” and that “there exist no material disputed issues of fact regarding the relevance of the document.” Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006) (citation omitted). The complaint references an Employment Agreement (the “Agreement”) that is purportedly included as an attachment. Compl.7. Although the Agreement was not, in fact, attached to the complaint as filed, Deluxe submitted it as an attachment to its Answer. See Answer, Ex. A, DE [17-1]. As the Agreement is integral to the allegations of the complaint and no party has disputed the accuracy or authenticity of the Agreement attached to the Answer, that document has been considered by the Court in making the determination herein.Additionally, the Agreement refers to a Severance Support Plan (the “Plan”), a copy of which was attached to Defendants’ answer. See Answer, Ex. B, DE [17-2]. It is a Human Resources Policy that is not signed or dated and indicates on its face that it was last modified “on/by: April 2016.” As will be discussed at length below, the parties dispute the import of this document and its role in this controversy, but do not appear to dispute that it is the Plan referred to in the Agreement.Turning to the factual allegations, Plaintiff alleges that Deluxe Corporation and its subsidiary, Deluxe SBS, are Minnesota corporations. Compl.
3-4. Napoli was employed by Deluxe from June 1, 2016 until March 31, 2017. Id.6. The parties entered into the Agreement, which was on Deluxe letterhead and was signed by Napoli on May 20, 2016, set Napoli’s base compensation at an annual equivalent of $100,000. Id.
