The opinion of the court was delivered by: Judge Phillip S. Figa
ORDER ON DEFENDANT'S MOTIONS TO DISMISS
This matter is before the Court on Defendant's Motion to Dismiss (Dkt. # 5) ("first motion"), filed April 11, 2005, and Defendant's Motion to Dismiss (Dkt. # 13) ("second motion"), filed May 27, 2005. The second motion follows the filing of Plaintiff Rodney H. Enriques's Amended Complaint (Dkt. #12) on May 16, 2005.
I. BACKGROUND AND PROCEDURAL HISTORY
Mr. Enriques filed suit on February 17, 2005, following his termination by Defendant Noffsinger Manufacturing Co., Inc. Mr. Enriques initially brought claims pursuant to the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964 ("Title VII"), 42 U.S.C. § 2000e et seq., 42 U.S.C. § 1981, the Employment Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1132(e)(1), and Colorado common law. Compl. at 1, ¶ 1. Subsequently, Mr. Enriques filed an Amended Complaint on May 16, 2005, accepted by this Court, which omitted the claims brought pursuant to ERISA. Am. Compl. at 1, ¶ 1.
Mr. Enriques was employed at Noffsinger as a Plant Maintenance Supervisor at the time of his termination on March 12, 2004. Am. Answer at 2, ¶ 9. He alleges that he was employed by Noffsinger for nearly 34 years, beginning in July 1970. Am. Compl. at 2, ¶ 9. Claiming that his termination was unlawful, Mr. Enriques in his Amended Complaint seeks relief in the form of reinstatement, front pay, compensatory damages, and punitive damages for the alleged ADEA and Title VII violations, and damages for promissory estoppel, outrageous conduct, and breach of covenant of good faith and fair dealing. Id. at 3-6.
Prior to the filing of plaintiff's Amended Complaint, defendant moved to dismiss, for failure to state a claim pursuant to F.R.Civ.P. 12(b)(6), plaintiff's ERISA-based claims, as well as plaintiff's promissory estoppel and outrageous conduct claims. Because the Amended Complaint omits the ERISA claims, that portion of defendant's motion is moot. See also Pl.'s Resp to Mot. Dismiss at 1 (conceding the motion to dismiss ERISA claims). However, defendant's later-filed motion to dismiss (Dkt. # 13) again challenged plaintiff's promissory estoppel and outrageous conduct claims. Additionally, defendant's first reply brief (Dkt. # 14) also included a motion to dismiss plaintiff's breach of covenant of good faith and fair dealing claim. Each claim will be dealt with individually.
A cause of action will be dismissed for failure to state a claim upon which relief can be granted pursuant to F.R.Civ.P. 12(b)(6) only when it appears beyond doubt that the plaintiff can prove no set of facts in support of the theory of recovery that would entitle him or her to relief, see Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Maher v. Durango Metals, Inc., 144 F.3d 1302, 1304 (10th Cir. 1998), or when an issue of law is dispositive. See Neitzke v. Williams, 490 U.S. 319, 326-27 (1989). The purpose of Rule 12(b)(6) motions is to test "the sufficiency of the allegations within the four corners of the complaint after taking those allegations as true." Mobley v. McCormick, 40 F.3d 337, 340 (10th Cir. 1994). In ruling on a motion to dismiss, a court "must construe the complaint in favor of the complaining party," Utah v. Babbitt, 137 F.3d 1193, 1204 (10th Cir. 1998), generally accept a plaintiff's well-pleaded allegations as true, and construe all reasonable inferences in favor of the plaintiff. City of Los Angeles v. Preferred Communications, Inc., 476 U.S. 488, 493 (1986); Mitchell v. King, 537 F.2d 385, 386 (10th Cir.1976).
B. Promissory Estoppel Claim
Plaintiff's promissory estoppel claim is based on his allegations that Noffsinger "made promises to Mr. Enriques regarding the longevity and security of his employment with Noffsinger." Am. Compl. at 5, ¶ 31. Mr. Enriques avers that such promises induced his justifiable, foreseeable and detrimental reliance, requiring damages. Id. at 5, ¶¶ 32-34; see Cassidy v. Millers Cas. Ins. Co. of Texas, 1 F. Supp. 2d 1200, 1212 (D. Colo. 1998) (promissory estoppel claim properly stated under Colorado law where complaint alleges a promise, detrimental reliance, and damages).
Noffsinger seeks dismissal of this claim on the basis that it is precluded by the existence of a written agreement. Def.'s Second Mot. Dismiss at 9. Despite the fact that the second motion to dismiss comes after plaintiff's Amended Complaint, Noffsinger cites to plaintiff's original Complaint, which referenced a written Supplemental Benefits Agreement. See Compl. at 6, ¶ 37. Plaintiff's Amended Complaint contains no reference to a written agreement in the context of his promissory estoppel claim.
Defendant's first reply brief to its first motion to dismiss does address plaintiff's amended complaint, contending that even after amendment, the subject matter of the promissory estoppel claim is the same as that of the written Supplemental Benefits Agreement. Def.'s First Reply at 4. However, this argument, while perhaps appropriate at the merits stage with the benefit of discovery, is insufficient to dismiss the claim at the pleading stage, where a plaintiff's well-pleaded allegations must be accepted as true, and all reasonable inferences must be construed in favor of the plaintiff. It is not clear that the reference in the promissory estoppel claim of the Amended Complaint to "promises to Mr. Enriques regarding the longevity and security of employment with Noffsinger" refers to retirement benefits in the written Supplemental Benefits Agreement. Such pleading specificity, however, is not required for such a claim. Compare F.R.Civ.P. 8(a)(2) (requiring only "a short and plain statement of the claim showing that the pleader is entitled to relief") with F.R.Civ.P. 9(b) ("In all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.").
Moreover, even if plaintiff's promissory estoppel claim does refer solely to the Supplemental Benefits Agreement, such a reference is not fatal to plaintiff's claim at the pleading stage. Although the Agreement states that the Company may terminate plaintiff's employment at any time, it also contemplates an exchange of consideration--namely, plaintiff's continuing to work at Noffsinger in exchange for certain benefits recited in the Agreement. See Agreement at 1, attached as Exhibit A to Def.'s First Mot. Dismiss. Such language could be interpreted as constituting an ambiguity in conjunction with other terms of that agreement, and may ...