OPINION AND ORDER Plaintiff Yong Biao Ji brings wage-and-hour claims and a state law fraudulent transfer claim against defendants New Aily Foot Relax Station Inc. (“New Aily”) and Eileen Foot Relax Station Inc. (“Eileen,” and together with New Aily, the “Successor Companies”). Plaintiff alleges the Successor Companies were transferred all the assets of non-party Aily Foot Relax Station Inc. (“Old Aily”) for the purpose of rendering Old Aily, a defendant in another wage-and-hour lawsuit brought by Ji, judgment-proof. Now pending is the Successor Companies’ motion to dismiss the complaint pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure. (Doc. #11).1 For the reasons set forth below, the motion is GRANTED IN PART and DENIED IN PART. BACKGROUND For the purpose of ruling on the motion to dismiss, the Court accepts as true all well-pleaded factual allegations in the complaint, and draws all reasonable inferences in plaintiff’s favor, as summarized below. I. Prior Litigation On December 29, 2019, Ji commenced a lawsuit in this District pursuing wage-and-hour claims arising from his employment by the defendants in that suit: Old Aily, Linda Foot Relax Spa Station Inc. (“Linda”), and two individual owners, Xiang Man Zhang and Ke Xue Zheng (the “Individual Owners,” and together with Old Aily and Linda, the “Prior Litigation Defendants”). See Ji v. Aily Foot Relax Station Inc., No. 19-cv-11881 (S.D.N.Y. filed Dec. 29, 2019) (the “Prior Litigation”). II. Alleged Wage and Hour Violations On September 25, 2022, Ji commenced the instant lawsuit, asserting wage-and-hour claims and a state law fraudulent transfer claim against the Successor Companies. (Doc. #1 (“Compl.”)). In this action, Ji alleges he was employed by the Prior Litigation Defendants, who are not parties to this action, from November 1, 2016, to May 31, 2017, and again from September 2, 2018, to October 23, 2019, to work at their “Foot Relax Spa” businesses located in Yonkers, New York, and Parsippany, New Jersey. (Compl. 7). Ji alleges he worked between 70.50 hours and 84.50 hours over the course of six days per week while employed by the Prior Litigation Defendants, but was paid less than the minimum wage and did not receive the overtime wages to which he was entitled under the Fair Labor Standards Act (“FLSA”) and the New York Labor Law (“NYLL”). Ji also contends the Prior Litigation Defendants failed to pay him spread-of-hours compensation or give him wage statements, both in violation of the NYLL. Instead, Ji was allegedly paid a “piece rate” for each massage performed, regardless of the number of hours he worked. (Compl. 62). According to Ji, the Prior Litigation Defendants deliberately failed to keep full and accurate records of employees’ hours and wages “to mitigate liability for their wage violations.” (Id. 51). Further, Ji alleges Individual Owner Xiang Man Zhang drove Ji to and from work in a company van. Ji claims the Individual Owners did not permit him to leave the Foot Relax Spa or its immediate vicinity during working hours. III. The Successor Companies According to the complaint, New Aily was formed on January 7, 2020, and Eileen was formed on March 3, 2020. In January 2020, after Ji commenced the Prior Litigation, Old Aily allegedly transferred all of its assets to New Aily, including its equipment, lease of the premises of the Foot Relax Spa in Yonkers, telephone number, and goodwill, “for no consideration, and fraudulently, for the purpose of rendering [Old Aily] judgment-proof in” the Prior Litigation. (Compl. 31). Ji alleges Old Aily was not dissolved after the transfer, but that it no longer does business. Thereafter, in April 2020, New Aily allegedly transferred all its assets to Eileen for no consideration and for the same fraudulent purposes. Ji alleges New Aily, like Old Aily, was not dissolved after transferring its assets but no longer does business. Ji alleges the Individual Owners own, in whole or in part, Old Aily, New Aily, and Eileen. After the asset transfers, the Individual Owners allegedly continued to operate the Foot Relax Spa and to offer substantially the same services to the same clientele, with “substantially all” the same employees. (Compl. 33). And Individual Owner Xiang Man Zhang, who served as a manager of the Foot Relax Spa when Ji was employed there, allegedly continued serving as manager after ownership was transferred to the Successor Companies. Based on these facts, Ji claims the Successor Companies are liable in respect of his wage-and-hour claims as successors to Old Aily. (Compl.
36, 44). He also claims the asset transfers from Old Aily to New Aily, and from New Aily to Eileen, were fraudulent transfers intended to render Old Aily insolvent against a judgment in the Prior Litigation. DISCUSSION I. Standard of Review A. Rule 12(b)(1) A district court must dismiss an action pursuant to Rule 12(b)(1) “for lack of subject matter jurisdiction if the court lacks the statutory or constitutional power to adjudicate it.” Conn. Parents Union v. Russell-Tucker, 8 F.4th 167, 172 (2d Cir. 2021).2 When deciding a Rule 12(b)(1) motion at the pleading stage, the court “must accept as true all material facts alleged in the complaint and draw all reasonable inferences in the plaintiff’s favor,” except for “argumentative inferences favorable to the party asserting jurisdiction.” Buday v. N.Y. Yankees P’ship, 486 F. App’x 894, 895 (2d Cir. 2012) (summary order). To the extent a Rule 12(b)(1) motion places jurisdictional facts in dispute, the district court may resolve the disputed jurisdictional fact issues by referring to evidence outside the pleadings. Amidax Trading Grp. V. S.W.I.F.T. SCRL, 671 F.3d 140, 145 (2d Cir. 2011). In addition, when a defendant moves to dismiss for lack of subject matter jurisdiction and on other grounds, the court should consider the Rule 12(b)(1) challenge first. Rhulen Agency, Inc. v. Alabama Ins. Guar. Ass’n, 896 F.2d 674, 678 (2d Cir. 1990). B. Rule 12(b)(6) In deciding a Rule 12(b)(6) motion, the Court evaluates the sufficiency of the operative complaint under “the two-pronged approach” articulated by the Supreme Court in Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). First, a plaintiff’s legal conclusions and “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements,” are not entitled to the assumption of truth and are thus not sufficient to withstand a motion to dismiss. Id. at 678; Hayden v. Paterson, 594 F.3d 150, 161 (2d Cir. 2010). Second, “[w]hen there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.” Ashcroft v. Iqbal, 556 U.S. at 679. To survive a Rule 12(b)(6) motion, the allegations in the complaint must meet a standard of “plausibility.” Ashcroft v. Iqbal, 556 U.S. at 678; Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. at 678. “The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S. at 556). II. Subject Matter Jurisdiction Defendants argue the Court lacks federal-question jurisdiction over this action because (i) Ji has failed to allege “enterprise coverage” under the FLSA and (ii) defendants were not Ji’s employer for FLSA purposes. In addition, although not raised by defendants, the Court must determine whether it has jurisdiction over plaintiff’s state law claims because the parties do not have diverse citizenship.3 A. Enterprise Coverage Defendants argue Ji fails to allege that either defendant earned more than $500,000 in annual revenue, as required to prevail on an FLSA claim, and therefore the Court lacks federal-question jurisdiction. Defendants are incorrect. Here, Ji does allege each defendant “is and was a business with a gross annual revenue in excess of $500,000.00 per year.” (Compl.
