MEMORANDUM & ORDER Plaintiff Parts Authority, LLC brings this action against defendant Daniel Beyda for violaion of the faithless servant doctrine, breach of contract, and other misconduct during defendant’s employment by plaintiff. Compl. 1, ECF No. 1. Before the Court is defendant’s motion to dismiss the complaint in its entirety (the “Motion”). ECF No. 23. For the reasons stated below, defendant’s Motion is GRANTED in part and DENIED in part. BACKGROUND In 2021, plaintiff and defendant entered into an asset purchase agreement (the “APA”). Compl. 11. Pursuant to the APA, plaintiff bought substantially all of the assets of several non-party businesses owned and controlled by defendant. Compl. 11. These non-parties include Coney Island Auto Holdings Corp. (“Coney Island”), of which defendant is the majority shareholder, and other entities, of which Coney Island is the beneficial owner, that engage in selling and distributing after-market automotive parts (the “Coney Island Entities”). Compl. 8-9. The purchased assets included accounts receivable, auto parts inventory, intellectual property, and business records. Compl. 11. At the same time, plaintiff hired defendant as a business manager. Compl. 12. Among other things, defendant had “managerial responsibilities over the Export Business” plaintiff acquired, including managing payments to plaintiff for sales occurring under the original Coney Island name. Compl.
14, 20. The governing employment agreement specified a term of three years. Compl. 13. However, defendant could be terminated earlier “for any reason and for no reason and with or without cause.” Compl. 17. In 2022, plaintiff received payments from customers that were greater than the invoices on plaintiff’s systems. Compl. 25. The overpayment was “highly unusual” and spurred questions regarding defendant’s recordkeeping. Compl. 25. Plaintiff also alleges that the discrepancy between customer invoices and payments “raised serious concerns” about defendant’s conduct because defendant was “wholly operating the Export Business and Earnout Business” on plaintiff’s behalf. Compl. 25. Plaintiff claims that defendant “refused” to explain the discrepancy or comply with the subsequent loss prevention investigation. Compl
