OPINION & ORDER Plaintiff Robert C. Adler brings this action seeking the enforcement of an employment contract he entered into with Defendant Payward, Inc. d/b/a Kraken (“Payward” or “the Company”). Defendant moves to dismiss the Complaint for lack of subject matter jurisdiction pursuant to Fed. R. Civ. P. 12(b)(1) and failure to state a claim under Fed. R. Civ. P. 12(b)(6). (Dkt. 20). Plaintiff cross moves to amend the Complaint. (Dkt. 23). Defendant’s motion to dismiss is GRANTED and Plaintiff’s motion is DENIED. BACKGROUND Plaintiff alleges1 that Payward has operated as a Bitcoin exchange under the name “Kraken” since 2013. (Dkt. 1, 19). Payward operated an institutional trading business from its San Francisco headquarters and from an individual’s home in Asia. (Id. 23). In April, 2017, Payward hired Jonathan Silverman to head its Institutional Sales and Trading Business and relocate the business to New York. (Id.) In May, 2017, Silverman recruited Plaintiff to work for him as Chief Operating Officer of the New York Institutional Sales and Trading Desk (the “Trading Desk”). (Id.) Payward flew Plaintiff to San Francisco in June, 2017, where members of Payward’s senior management, including Chief Executive Officer Jesse Powell, Chief Brand Officer Christina Yee, Chief Operating Officer David Ripley, and Chief Financial Officer Kaiser Ng (“Ng”) met with Plaintiff to discuss hiring him. (Id. 24). On or about August 23, 2017, Payward offered Plaintiff a one-page employment agreement, drafted by Payward or its agents, which Plaintiff signed (the “Employment Contract”). (Id.
25-27; Ex. A). The terms of the Employment Contract entitle Adler to a base salary of $125,000 per year and to “20,000 stock options which will have[,] in addition to the terms specified in the stock option plan[,] a one-year cliff and a 6-year vesting schedule.” (Id. Ex. A.)2 The Employment Contract also states: In addition to the foregoing and per our prior discussions (which included your entitlement to a bonus equity to 3.5 percent of the Trading Desk Profit), the Company expects to supplement this letter, after you become an employee and after further discussion with you, with additional terms to be mutually agreed to, concerning the bonus calculation and targets, and other terms applicable to this position and to the Trading Desk’s business proposal. (Id.) Adler worked at the Trading Desk from September 15, 2017 until he was terminated on May 29, 2018, with an effective termination date of May 31, 2018. (Id. 32). The Trading Desk office was originally located in Silverman’s apartment but was eventually relocated to a WeWork office space at 205 East 42nd Street, where Alder supervised its build out. (Id. 31). When Silverman left Payward at the end of 2017, Adler assumed Silverman’s obligation of managing the Trading Desk and reported directly to Powell. (Id. 42). Alder never received negative feedback or a negative performance review during his time with Payward. (Id.
