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Petty v. Maison Hospitality Furnishings et al Doc. 26
Dockets.Justia.com

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BACKGROUND 
I. Factual Background  
The Court assumes the following facts as true for purposes of this motion.1 Maison is a 
California-based company that specializes in the design and manufacture of furniture for the 
hospitality industry. See ECF No. 18, Amended Complaint (“Compl.”), ¶¶ 12, 14. In November 
2023, Maison’s owner, President, and CEO (Xia) met Plaintiff at a trade show in New York City. 
See ECF No. 17, Declaration of Sharon Xia (“Xia Decl.”), ¶ 1; Compl. ¶ 13, ¶ 19 at page 5.2 
Plaintiff claims she was specifically sought out by Maison’s then-VP of Sales, Debra Centurion 
(“Centurion”), who was working in New York at the time for Defendants. See Compl. ¶¶ 22–24 
at page 4, ¶¶ 20–21 at page 5.  
In January 2024, Plaintiff provided Defendants with a proposed service agreement 
showcasing her “creative expertise and strategic vision.” Id. ¶ 22 at page 6. Plaintiff and 
Defendants subsequently entered into an agreement (the “Service Agreement”), whereby 
Plaintiff was to be paid at a rate of $85 per hour for 16 hours of “weekly social media work,” and 
 
1 The facts in this Opinion and Order are drawn primarily from Plaintiff’s Amended Complaint (the 
operative complaint in this action), as well as the Declaration of Sharon Xia and the exhibit attached to it. 
See ECF No. 17. Defendants filed the Xia Declaration and the accompanying exhibit with their first 
motion to dismiss (which was denied as moot, see ECF No. 23), but they failed to refile the Xia 
Declaration with their current motion to dismiss. The Court, however, still considers the Xia Declaration 
and the accompanying exhibit in addressing Defendants’ Rule 12(b)(2) motion. See Dorchester Fin. Sec., 
Inc. v. Banco BRJ, S.A., 722 F.3d 81, 86 (2d Cir. 2013) (finding that in resolving a motion to dismiss for 
lack of personal jurisdiction, a district court may consider materials outside the pleadings). But in 
deciding Defendants’ Rule 12(b)(6) motion, the Court considers only the exhibit to the Xia Declaration, 
which is a copy of the parties’ proposed service agreement. See ECF No. 17 at 3–7. The proposed service 
agreement is referenced in and integral to the Amended Complaint, as Plaintiff’s claims arise out of this 
proposed service agreement and neither side questions the authenticity of the exhibit. See ECF No. 18 ¶ 
22 at page 6 (referencing Plaintiff’s proposed service agreement); Sierra Club v. Con-Strux, LLC, 911 
F.3d 85, 88 (2d Cir. 2018) (“A complaint is also deemed to include any written instrument attached to it 
as an exhibit, materials incorporated in it by reference, and documents that, although not incorporated by 
reference, are integral to the complaint.”) (internal quotation marks and citation omitted).  
2 Plaintiff’s Amended Complaint erroneously repeats the paragraph numbering for paragraphs 19–29 and 
117–31. For clarity, the Court specifies the ECF page number when citing those paragraphs.

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$120 per hour for “specialized marketing and advertising projects.” Id. The Service Agreement 
also provided that “[a]ny additional time spent or needed would be billed upon approval by [the] 
manager.” See Xia Decl., Ex. A, at 6.  
Throughout her time working for Defendants as an independent contractor, Plaintiff 
worked remotely in New York State and spent approximately 10% to 25% of her time working 
in New York City specifically. Id. ¶¶ 23–25 at page 6. Xia and Maison’s VP of Sales, Stefan 
Lasek (“Lasek”), served as Plaintiff’s joint supervisors and were responsible for assigning her 
tasks and approving her work. Id. ¶¶ 26–27 at page 6.  
Plaintiff claims that over the course of her employment, Defendants deviated from the 
terms of the Service Agreement by not paying her at the appropriate rates, failing to compensate 
her for several additional hours that she worked, and demanding services beyond the scope of the 
Service Agreement. Id. ¶ 28 at page 6, ¶ 35. Specifically, Plaintiff alleges that Defendants 
demanded additional work on a “near-weekly basis,” required her to be available to discuss 
business needs on the phone whenever Xia called, and “routinely” failed to pay her for her labor. 
Id. ¶¶ 31. Moreover, within weeks of beginning her work for Maison, Defendants “coerced” 
Plaintiff into working on projects she never consented to undertake, including preparing for 
major trade shows, contributing to advertising projects for trade publications, creating company 
newsletters, emailing marketing materials, and creating custom tablecloths and backdrops. Id. ¶¶ 
35, 37. Plaintiff also alleges that she was forced to work several additional hours due to Xia 
requesting unnecessary changes and “do-overs” to last-minute projects, and that Plaintiff was 
obligated to cover several unpaid business expenses on her personal credit card. Id. ¶¶ 46, 49, 54.  
In May 2024, Plaintiff also worked on redesigning Defendants’ website for $14,500, 
which she asserts was done at a rate significantly below market standards. Id. ¶ 38. Plaintiff

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claims that she was compelled to cover the website developer and technical support fees, which 
Defendants refused to later compensate her for. Id. ¶¶ 39, 41. 
Plaintiff estimates that she routinely worked between 25 to 30 hours per week, which 
exceeded the weekly 16-hours cap that the parties agreed to. Id. ¶ 45. In addition to failing to 
compensate her for those extra hours, Defendants also never paid Plaintiff at the agreed rate of 
$120 per hour for any of her work on specialized marketing and advertising projects. Id. ¶¶ 47–
48. Plaintiff alleges that this “effectively robb[ed] her of upwards of $36,000.00 in wages.” Id. ¶ 
50. When Plaintiff repeatedly attempted to address her compensation concerns with Defendants, 
she was “met with outright deceit and hostility.” Id. ¶ 41. At one point, Lasek acknowledged 
Plaintiff’s expanded workload and promised to approve the scope of her engagement to 22 hours 
per week. Id. ¶ 42. However, he subsequently retracted his commitment, and Defendants refused 
to pay Plaintiff more than 16 hours per week of work. Id. ¶ 43.  
Plaintiff further alleges that Defendants retaliated against her when she sought 
compensation for her unpaid labor. She claims that Defendants threatened her with litigation if 
she stopped working and that Xia harassed her by repeatedly calling Plaintiff during “unsociable 
hours . . . to levy baseless accusations.” Id. ¶¶ 52, 59, 67.  
Moreover, during a trade show in New York City in November 2024, Xia allegedly said 
in Plaintiff’s presence that she wanted to “hire someone to break the legs” of one of Maison’s 
employees, Centurion. Id. ¶ 74. A few days later, Defendants sent Plaintiff a non-disclosure 
agreement to prevent Plaintiff from discussing or taking any action related to Xia’s threat against 
Centurion. Id. ¶¶ 80–82. When Plaintiff said she wanted to review the non-disclosure agreement 
with an attorney, Xia told Plaintiff that she had to sign the agreement immediately “if [she] 
want[ed] to continue working with [Defendants].” Id. ¶ 84. After Plaintiff refused to immediately

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sign the non-disclosure agreement, Defendants retaliated against Plaintiff by abruptly 
terminating her contract. Id. ¶ 86.  
Upon her termination, Plaintiff retained counsel, who subsequently sent Defendants a 
detailed invoice for uncompensated hours and expenses, totaling $37,594.08. Id. Defendants, 
however, not only refused to pay the unpaid invoice, but also demanded that Plaintiff perform 
additional unpaid labor by assisting with the transfer of all website assets. Id. ¶ 63. As a result, 
Plaintiff continued paying for and maintaining Defendants’ web presence without any 
compensation for several months after her termination. Id. ¶¶ 63, 88, 114.  
Plaintiff also incurred additional fees and expenses due to Defendants’ delay in 
cooperating with Plaintiff with the return of Defendants’ website assets. Id. ¶¶ 63, 87, 90. 
Although, Defendants later accused Plaintiff of sabotaging Maison’s website and holding it 
“hostage,” Defendants repeatedly ignored Plaintiff’s emails and instructions regarding the 
website transfer. Id. ¶¶ 90, 98, 105, 107–12. Plaintiff was ultimately able to complete the transfer 
of the website materials to Defendants on June 26, 2025. Id. ¶ 113. 
Finally, Plaintiff alleges that Defendants retaliated against her by contacting one of her 
other employers, Samelson Chatelane, to “warn” them about Plaintiff. Id. ¶¶ 115–25 at pages 
19–20. Xia allegedly called Samelson Chatelane “multiple times to badmouth” Plaintiff and 
falsely told a customer service representative at Samelson Chatelane that Plaintiff “ruined 
[Maison’s] website” and that Plaintiff was “in a lawsuit” with Defendants. Id. ¶¶ 123–24 at page 
20. Plaintiff’s employment contract with Samelson Chatelane was terminated shortly thereafter, 
which Plaintiff claims occurred as a direct result of Xia’s defamatory statements. Id. ¶¶ 130–31 
at page 21.

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II. Procedural Background  
Plaintiff initiated this action on August 1, 2025. See ECF No. 1. The parties consented to 
my jurisdiction on September 15, 2025. See ECF No. 14. On September 30, 2025, Defendants 
filed their first motion to dismiss pursuant to Rules 12(b)(2) and 12(b)(6) of the Federal Rules of 
Civil Procedure. See ECF Nos. 15–17. The Court denied this initial motion to dismiss as moot 
after Plaintiff filed her Amended Complaint on October 8, 2025. See ECF Nos. 18, 23.  
In her Amended Complaint, Plaintiff brings the following claims: (i) failure to provide 
timely payment in violation of the New York State Freelance Isn’t Free Act (“NYS FIFA”), N.Y. 
Gen. Bus. Law § 1410 et seq. (Count I); (ii) failure to provide timely payment in violation of the 
New York City Freelance Isn’t Free Act (“NYC FIFA”), N.Y.C. Admin. Code § 20–927 et seq. 
(Count II); (iii) in the alternative to her FIFA claims, breach of contract in violation of New York 
common law (Count III); (iv) retaliation in violation the NYS and NYC FIFA (Count IV); (v) 
retaliation in violation of New York Labor Law (“NYLL”) § 740 (Count V); (vi) defamation in 
violation of New York common law (Count VI); and, (vii) in the alternative to her defamation 
claim, tortious interference in violation of New York common law (Count VII). See Am. Compl. 
¶¶ 117–78 at pages 21–29. On October 21, 2025, Defendants filed a motion to dismiss all claims 
in the Amended Complaint pursuant to Rules 12(b)(2) and 12(b)(6). See ECF Nos. 20–21.  
DISCUSSION 
 
Where a defendant moves to dismiss a complaint both for lack of personal jurisdiction 
and for failure to state a claim, courts must consider first whether they can exercise personal 
jurisdiction. See Arrowsmith v. United Press Int’l, 320 F.2d 219, 221 (2d Cir. 1963); Phillips v. 
Reed Grp., Ltd., 955 F. Supp. 2d 201, 224 (S.D.N.Y. 2013). Accordingly, the Court turns first to

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Defendants’ motion to dismiss under Rule 12(b)(2) before addressing the merits of Defendants’ 
Rule 12(b)(6) motion. 
I. Motion to Dismiss Under Rule 12(b)(2) 
A. Legal Standard 
“When responding to a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, 
the plaintiff bears the burden of establishing that the court has jurisdiction over the defendant.” 
Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 171 F.3d 779, 784 (2d Cir. 1999). The 
court must “construe the pleadings and any supporting materials in the light most favorable to 
the plaintiff[].” Licci ex rel. Licci v. Lebanese Can. Bank, SAL, 732 F.3d 161, 167 (2d Cir. 
2013). However, the court need not “accept as true a legal conclusion couched as a factual 
allegation.” In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659, 673 (2d Cir. 2013) (internal 
quotation marks and citation omitted).  
“There are two types of personal jurisdiction: specific and general.” Sonera Holding B.V. 
v. Çukurova Holding A.S., 750 F.3d 221, 225 (2d Cir. 2014). “General jurisdiction permits a 
court to exercise personal jurisdiction over a defendant regardless of whether the underlying 
claim has a connection to the forum,” whereas specific jurisdiction, which is at issue in this case, 
“requires a connection between the forum exercising jurisdiction over the defendant and the 
underlying controversy that gave rise to the claim.” Varn v. Orchestrade, Inc., No. 19-CV-2875 
(MKB), 2020 WL 13558690, at *5 (E.D.N.Y. Mar. 30, 2020) (citing Sonera, 750 F.3d at 225). 
Under New York law, courts exercise specific jurisdiction pursuant to CPLR § 302.  
Section 302 is New York’s long-arm statute, which permits courts to exercise specific 
jurisdiction over a non-domiciliary party that “transacts any business within the state or contracts 
anywhere to supply goods or services in the state.” N.Y. CPLR § 302(a)(1). Section 302(a)(1)

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has two requirements: (1) the defendant must “have transacted business within the state,” either 
itself or through an agent, and (2) the cause of action must “arise from that business activity.” 
Licci, 732 F.3d at 168. “[A] defendant’s lack of physical presence in the state is not dispositive 
of whether he transacts business within the state”; specific jurisdiction can still be established “so 
long as the defendant’s activities [within the state] were purposeful and there is a substantial 
relationship between the transaction and the claim asserted.” Varn, 2020 WL 13558690, at *5; 
see also Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 169 (2d Cir. 2010) (“[A] 
defendant need not be physically present in New York to transact business there . . . so long as he 
engages in [p]urposeful activities or volitional acts through which he avails [him]self of the 
privilege of conducting activities within the . . . State, thus invoking the benefits and protections 
of its laws.”) (citations and internal quotation marks omitted).  
In considering whether a defendant purposefully transacts business in New York, courts 
must look at “the quality of the defendant[’s] New York contacts.” Fischbarg v. Doucet, 9 
N.Y.3d 375, 380 (2007); see also Best Van Lines v. Walker, 490 F.3d 239, 246 (2d Cir. 2007) 
(“Courts look to the totality of the defendant’s activities within the forum to determine whether a 
defendant has transacted business in such a way that it constitutes purposeful activity satisfying 
the first part of the test.”) (internal quotation marks and citations omitted). Further, to establish 
that a cause of action arises from a particular business activity, a plaintiff must show that there is 
a “substantial relationship” or “articulable nexus” between the claim asserted and the actions 
taken in New York. Best Van Lines, 490 F.3d at 246; see also Eades v. Kennedy, PC L. Offs., 
799 F.3d 161, 168 (2d Cir. 2015) (“[P]roof of one transaction in New York is sufficient to invoke 
jurisdiction, even though the defendant never enters New York, so long as the defendant’s

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activities here were purposeful and there is a substantial relationship between the transaction and 
the claim asserted.”).  
In addition to determining whether jurisdiction under New York law exits, the court must 
also consider whether the exercise of personal jurisdiction over a non-domiciliary defendant 
“comports with due process protections established under the United States Constitution.” Licci, 
732 F.3d at 168. “Due process considerations require that the defendant ‘have certain minimum 
contacts [with the forum state] such that the maintenance of the suit does not offend traditional 
notions of fair play and substantial justice.’” Id. at 169 (quoting Int’l Shoe Co. v. State of Wash., 
Off. of Unemployment Comp. & Placement, 326 U.S. 310, 316 (1945)). “The requisite 
‘minimum contacts’ analysis ‘overlaps significantly’ with New York’s § 302(a)(1) inquiry into 
whether a defendant transacted business in the State.” Minnie Rose LLC v. Yu, 169 F. Supp. 3d 
504, 515 (S.D.N.Y. 2016) (quoting Brown v. Web.com Grp., Inc., 57 F. Supp. 3d 345, 358 
(S.D.N.Y. 2014)). “Where the claim arises out of, or relates to, the defendant’s contacts with the 
forum—i.e., specific jurisdiction [is asserted]—minimum contacts [necessary to support such 
jurisdiction] exist where the defendant purposefully availed itself of the privilege of doing 
business in the forum and could foresee being haled into court there.” Licci, 732 F.3d at 170 (2d 
Cir. 2013) (internal quotation marks and citation omitted). 
To determine the reasonableness of exercising personal jurisdiction over an out-of-state 
defendant, the court must consider “[(1)] the burden on the defendant, [(2)] the interests of the 
forum State, and [(3)] the plaintiff’s interest in obtaining relief. It must also weigh in its 
determination [(4)] the interstate judicial system’s interest in obtaining the most efficient 
resolution of controversies; and [(5)] the shared interest of the several States in furthering

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fundamental substantive social policies.” Chloe, 616 F.3d at 173 (quoting Asahi Metal Indus. Co. 
v. Superior Ct. of California, Solano Cnty., 480 U.S. 102, 113 (1987)). 
B. Application 
1.  Non-Defamation Claims (Counts I–V and VII) 
Defendants argue that none of the grounds for exercising New York’s long-arm statute 
under CPLR § 302 apply to Plaintiff’s claims. See ECF No. 21, Defendants’ Motion to Dismiss 
Brief (“Def. Br.”), at 7–9. Because Maison is a California company and Xia resides in California, 
see Xia Decl. ¶¶ 2–3, Plaintiff contends that specific personal jurisdiction is established because 
Defendants sufficiently transacted business in New York through the Service Agreement with 
Plaintiff, which ultimately gave rise to this action. See ECF No. 24, Plaintiff’s Opposition Brief 
(“Pl. Br.”), at 15–18. Since the CPLR § 302 jurisdictional analysis is different for defamation 
claims, the Court first addresses whether it has jurisdiction over Defendants with respect to 
Plaintiff’s FIFA, breach of contract, retaliation, and tortious interference claims (Counts I–V and 
VII) (collectively, the “non-defamation claims”).   
Plaintiff’s Amended Complaint alleges sufficient facts to establish that this Court may 
exercise specific personal jurisdiction over Defendants with respect to Plaintiff’s non-defamation 
claims. The following allegations, in particular, sufficiently show that Defendants purposefully 
availed themselves of the privilege of conducting business in New York: (1) Xia met Plaintiff 
during a trade show in New York City in November 2023 (see Compl. ¶ 19 at page 5); (2) 
shortly after, Defendants considered Plaintiff’s work proposal and entered into a Service 
Agreement with her while she was living in New York (id. ¶ 11, ¶ 22 at page 6); (3) Maison’s 
then-VP of Sales (Lasek) supervised Plaintiff while he worked in New York (id. ¶¶ 26–27 at 
page 6); (4) Xia and Lasek consistently communicated with Plaintiff regarding her work via

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phone and email while Plaintiff was in New York state (id. ¶ 24 at page 6, ¶ 52, ¶ 81); (5) 
Plaintiff frequently participated in remote meetings with Xia and other Maison employees, 
prepared social media posts, assisted with event planning, and performed web design work in 
New York (id. ¶ 24 at page 6; ¶ 34); (6) Xia made threats against another Maison employee 
while attending a trade show in New York City (id. ¶¶ 74–77); and (7) Xia called Samelson 
Chatelane (a New York-based company) “multiple times to badmouth Plaintiff, her work, and 
her professional reputation” (id. ¶ 123 at page 20).  
Courts in this Circuit have consistently found that similar actions as those taken by 
Defendants are sufficient to establish specific jurisdiction. See e.g., Varn, 2020 WL 13558690, at 
*6 (finding that an out-of-state defendant supervising the plaintiff’s work “via text message, 
phone, or email” while Plaintiff was located in New York, supported a showing that defendant 
transacted business in New York); Williams v. Preeminent Protective Servs., Inc., 81 F. Supp. 3d 
265, 268–69 (E.D.N.Y. 2015) (finding that specific jurisdiction over the individual defendant 
CEO of plaintiff’s employer was appropriate where the CEO “orally agreed to let plaintiff work 
as a marketing assistance provider” and where plaintiff was required to participate in weekly 
conference calls) (internal quotation marks omitted); Tianbo Huang v. iTV Media, Inc., 13 F. 
Supp. 3d 246, 255 (E.D.N.Y. 2014) (finding specific personal jurisdiction over the individual 
defendant CEO of plaintiff’s employer where the CEO “initially negotiated the employment 
contract with plaintiff” in New York and “forced plaintiff to work beyond his contract” in New 
York); see also SAS Grp., Inc. v. Worldwide Inventions, Inc., 245 F. Supp. 2d 543, 549 
(S.D.N.Y. 2003) (noting that preliminary contract negotiations are considered transactions under 
New York’s long-arm statute).

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In addition, the Amended Complaint also includes sufficient facts to show that Plaintiff’s 
non-defamation claims arose from Defendants’ business activities in New York. With respect to 
her FIFA and breach of contract claims (Counts I–III), Plaintiff sufficiently alleges that 
Defendants contacted Plaintiff after meeting her in New York and subsequently failed to 
compensate her for work she performed in New York in accordance with the Service Agreement. 
See Compl. ¶¶ 28–29 at pages 6–7, ¶¶ 30–32. Regarding her retaliation and tortious interference 
claims (Counts IV, V, and VII), Plaintiff has alleged sufficient facts showing that after she 
refused to sign a non-disclosure agreement related to Xia’s hostile comments made during a New 
York trade show, Defendants immediately terminated her contract (id. ¶¶ 80–86), threatened her 
with litigation (id. ¶¶ 59, 87), and called another one of Plaintiff’s clients to interfere with her 
separate business relations (id. ¶¶ 117–31 at pages 19–21). Plaintiff’s non-defamation claims 
therefore satisfy the “arising-under” requirement pursuant to New York’s long-arm statute. See 
N.Y. CPLR § 302. 
The Court is also satisfied that its exercise of personal jurisdiction under CPLR § 302 
comports with due process. As discussed above, Defendants purposefully availed themselves of 
the New York forum by entering into an agreement with Plaintiff after meeting her at a trade 
show in New York and by supervising the work she performed in New York. See Compl. ¶¶ 19–
27 at pages 5–6. Defendants’ contacts with New York thus satisfy the minimum contacts inquiry 
required for due process. See Chloe, 616 F.3d at 171 (concluding that personal jurisdiction over a 
defendant “comports with due process for the same reasons that it satisfies New York’s long-arm 
statute”).  
Personal jurisdiction over Defendants is also “reasonable” because the majority of 
relevant factors for the Court to consider weigh in Plaintiff’s favor. See id. at 173 (“A court must

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consider [1] the burden on the defendant, [2] the interests of the forum State, and [3] the 
plaintiff’s interest in obtaining relief. It must also weigh in its determination [4] the interstate 
judicial system’s interest in obtaining the most efficient resolution of controversies; and [5] the 
shared interest of the several States in furthering fundamental substantive social policies.”) 
(internal quotation marks and citation omitted).  
First, although Defendants may be “somewhat inconvenienced by defending a lawsuit in 
New York, it is not an unreasonable burden in light of [their] business contacts with New York 
and the modern conveniences of long-distance communication.” Varn, 2020 WL 13558690, at 
*8 (internal quotation marks and citation omitted); see also Bank Brussels Lambert v. Fiddler 
Gonzalez & Rodriguez, 305 F.3d 120, 129–30 (2d Cir. 2002) (“Even if forcing the defendant to 
litigate in a forum relatively distant from its home base were found to be a burden, the argument 
would provide defendant only weak support, if any, because the conveniences of modern 
communication and transportation ease what would have been a serious burden only a few 
decades ago.”) (internal quotation marks and citation omitted); Tianbo Huang, 13 F. Supp. 3d at 
256–57 (“Although there may be some burden on [the out-of-state CEO defendant] in defending 
himself in New York, his choice to conduct business there suggests that it is not an unreasonable 
burden.”). 
The second and third factors also support the reasonableness of New York as a forum 
because “New York has an interest in protecting the rights and safety of New York residents and 
Plaintiff resides in New York.” Varn, 2020 WL 13558690, at *8; see also Chloe, 616 F.3d at 173 
(noting that “a state frequently has a manifest interest in providing effective means of redress for 
its residents”) (internal quotation marks and citation omitted). The fourth and fifth factors—“the 
interstate judicial system’s interest in obtaining the most efficient resolution of controversies”

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and “the shared interest of the . . . States in furthering fundamental substantive social policies”—
are neutral in this case. Chloe, 616 F.3d at 173 (internal quotation marks and citation omitted). 
Therefore, because the majority of relevant factors weigh in Plaintiff’s favor, the Court’s 
exercise of jurisdiction over Defendants is reasonable and comports with due process. 
Accordingly, Defendants’ motion to dismiss for lack of jurisdiction with respect to 
Plaintiff’s non-defamation claims (Counts I–V and VII) is denied.  
2.  Defamation Claim (Count VI) 
Although the Court may exercise personal jurisdiction over Defendants with respect to 
Plaintiff non-defamation claims, “New York’s long-arm statute expressly exempts defamation 
claims from most of its provisions[.]” Satanic Temple, Inc. v. Newsweek Digital LLC, 177 F.4th 
202, 208 (2d Cir. 2026). The only provision that could allow the Court to exercise jurisdiction 
with respect to Plaintiff’s defamation claim is CPLR § 302(a)(1), which authorizes “jurisdiction 
over anyone who ‘transacts any business within the state or contracts anywhere to supply goods 
or services in the state[.]’” Id. (quoting N.Y. CPLR § 302(a)(1)). “New York courts construe 
‘transacts any business within the state’ more narrowly in defamation cases than they do in the 
context of other sorts of litigation,” being mindful of the state legislature’s “intention to treat the 
tort of defamation differently from other causes of action.” SPCA of Upstate New York, Inc. v. 
Am. Working Collie Ass’n, 18 N.Y.3d 400, 405 (2012) (quoting Best Van Lines, 490 F.3d at 
248); see also Symmetra Pty Ltd. v. Hum. Facets, LLC, No. 12-CV-8857 (SAS), 2013 WL 
2896876, at *6 (S.D.N.Y. June 13, 2013) (explaining that for defamation claims, “particular care 
must be taken to make certain that non-domiciliaries are not haled into court in a manner that 
potentially chills free speech without an appropriate showing [ ] that they purposefully transacted 
business here and that the proper nexus exists between the transaction and the defamatory

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statements at issue.”) (internal quotation marks and citation omitted). Accordingly, in 
considering whether to exercise personal jurisdiction with respect to Plaintiff’s defamation claim, 
“not just any purposeful activity in New York will do—for instance, defamatory statements that 
were ‘not written in or directed to New York’ are not enough, even if ‘they were posted on a 
medium that was accessible in this state[.]’” Satanic Temple, 177 F.4th at 208 (quoting SPCA, 
18 N.Y.3d at 405). Rather, “[j]urisdiction over a claim for defamation will lie under CPLR § 302 
only if the plaintiff shows that: (1) the defamatory utterance was purposefully directed at New 
York, as opposed to reaching New York fortuitously; and (2) the defendant transacted other 
business in New York that was directly connected to the claim asserted.” Shah v. Bhagat, No. 
26-CV-4683 (RA), 2026 WL 1970627, at *2 (S.D.N.Y. July 8, 2026) (internal quotation marks 
and citation omitted). 
Defendants’ activities in New York with respect to Plaintiff’s defamation claim were 
quite limited. The Amended Complaint alleges that Xia called Samelson Chatelane (a New York 
company) “multiple times to badmouth Plaintiff, her work, and her professional reputation.” 
Compl. ¶ 123 at page 20. In the context of a defamation claim, such limited interactions are 
generally insufficient to establish personal jurisdiction over non-domiciliaries pursuant to New 
York’s long-arm statute. See, e.g., Satanic Temple, 177 F.4th at 210 (finding that limited 
communications with an in-state individual were not sufficient to establish personal jurisdiction 
under Section 302(a)(1) in the context of a defamation claim); SPCA, 18 N.Y.3d at 405 (finding 
that an out-of-state defendant placing three phone calls to a New York facility and briefly 
visiting New York twice were insufficient for establishing personal jurisdiction with respect to a 
defamation claim).

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The Amended Complaint also does not allege any facts to establish anything unique 
about the relationship between Defendants’ business transactions in New York and the alleged 
defamation. Xia’s defamatory statements were not, for example, made to gain a competitive 
advantage over Samelson Chatelane or plausibly based on any sort of financial motive tied to 
New York specifically. Rather, unrelated to Maison’s business, Xia called Samelson Chatelane 
merely to “badmouth” Plaintiff and her professional reputation. Compl. ¶ 123 at page 20. 
Expanding the reach of New York’s long-arm statute in the context of a defamation claim to 
such limited circumstances would be contrary to the New York Legislature’s intent that “non-
domiciliaries . . . not [be] haled into court in a manner that potentially chills free speech without   
. . . the proper nexus [] between the transaction and the defamatory statements at issue.” SPCA, 
18 N.Y.3d at 405–06; see also Fischer v. Stiglitz, No. 15-CV-6266 (AJN), 2016 WL 3223627, at 
*7 (S.D.N.Y. June 8, 2016) (finding no personal jurisdiction was established where 
“[d]efendants’ commercial activities in New York ha[d] no more substantial [a] relationship with 
the alleged defamation than their business interests in any other state”) (internal quotation marks 
and citations omitted). 
Accordingly, because the connection between the alleged defamatory statements and 
Defendants’ New York activities is “too tangential” to support the exercise of personal 
jurisdiction with respect to Plaintiff’s defamation claim, SPCA, 18 N.Y.3d at 405, Defendants’ 
motion to dismiss for lack of personal jurisdiction is granted and Count VI of the Amended 
Complaint is dismissed. Since the Court grants Defendants’ 12(b)(2) motion with respect to 
Count VI of the Amended Complaint, the Court declines to address the merits of Defendants’ 
12(b)(6) motion with respect to Plaintiff’s defamation claim. See Arrowsmith, 320 F.2d at 221 
(holding that “a court without such jurisdiction lacks power to dismiss a complaint for failure to

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state a claim”); Mali v. Brit. Airways, No. 17-CV-685 (KPF), 2018 WL 3329858, at *5 n.5 
(S.D.N.Y. July 6, 2018) (“[T]he grant of [a Rule 12(b)(2)] motion would obviate the need for 
consideration of Defendant’s motion pursuant to Rule 12(b)(6).”). 
II. Motion to Dismiss Under Rule 12(b)(6) 
A. Legal Standard 
In considering a motion to dismiss brought under Rule 12(b)(6), the court must “draw all 
reasonable inferences in [the plaintiff’s] favor, assume all well-pleaded factual allegations to be 
true, and determine whether they plausibly give rise to an entitlement to relief.” Faber v. Metro. 
Life Ins. Co., 648 F.3d 98, 104 (2d Cir. 2011) (internal quotation marks and citation omitted). 
The moving party bears the burden of demonstrating that the claimant has failed to state a claim. 
See Pearl River Union Free Sch. Dist. v. Duncan, 56 F. Supp. 3d 339, 351 (S.D.N.Y. 2014). To 
survive a Rule 12(b)(6) motion to dismiss, the operative complaint “must allege sufficient facts, 
taken as true, to state a plausible claim for relief.” Johnson v. Priceline.com, Inc., 711 F.3d 271, 
275 (2d Cir. 2013). The court should therefore not dismiss a complaint if the plaintiff has 
provided enough facts to state a claim for relief that is “plausible on its face.” Bell Atl. Corp. v. 
Twombly, 550 U.S. 544, 570 (2007). “A claim has facial plausibility 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. 662, 678 (2009). 
 While the court should construe the factual allegations in the light most favorable to a 
plaintiff, however, the court is “not bound to accept ‘conclusory allegations or legal conclusions 
masquerading as factual conclusions.’” Rolon v. Henneman, 517 F.3d 140, 149 (2d Cir. 2008) 
(quoting Smith v. Local 819 I.B.T. Pension Plan, 291 F.3d 236, 240 (2d Cir. 2002)); see also

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Iqbal, 556 U.S. at 678 (“Threadbare recitals of the elements of a cause of action, supported by 
mere conclusory statements, do not suffice.”). 
B. Application 
1. NYS FIFA Claim (Count I) 
Plaintiff alleges that Defendants violated the NYS FIFA, N.Y. Gen. Bus. Law § 1410 et 
seq., by failing to provide timely payment for the work that Plaintiff performed under the parties’ 
Service Agreement. See Compl. ¶¶ 117–24 at pages 21–22 (Count I). Defendants contend that 
Count I of the Amended Complaint should be dismissed because the NYS FIFA does not apply 
retroactively to the agreement between the parties. See Def. Br. at 10–11. Specifically, 
Defendants argue that because the NYS FIFA went into effect on August 28, 2024, it cannot 
apply to Plaintiff’s claims, which arise from a contract that was entered around January 2024. 
See id.; Compl. ¶ 22 at page 6. 
The NYS FIFA provides wage protections for freelance workers, such as Plaintiff, and is 
modeled off a similar New York City law that was passed in 2017. See Maplebear Inc. v. City of 
New York, No. 25-CV-9979 (JGK), 2026 WL 181637, at *7 (S.D.N.Y. Jan. 22, 2026) (citing 
N.Y. Gen. Bus. Law §§ 1410–15) (“The FIFA establishes when freelance workers must be paid 
and requires that a contract between a freelance worker and his or her employer must be in 
writing.”); Ortiz v. Consol. Edison Co. of New York, Inc., 801 F. Supp. 3d 260, 276–77 
(S.D.N.Y. 2025). The Amended Complaint sufficiently alleges that Plaintiff is a “freelance 
worker” as defined under the NYS FIFA, and Defendants do not dispute this assertion. See N.Y. 
Gen. Bus. Law §§ 1410(3) (defining a “freelance worker” as “any natural person . . . that is hired 
or retained as an independent contractor by a hiring party to provide services in exchange for an 
amount equal to or greater than [$800]”); Compl. ¶ 22 at page 6 (alleging that “Defendants

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engaged [Plaintiff’s] services at $85 per hour for 16 hours of weekly social media work, with an 
additional art director rate of $120 per hour for specialized marketing and advertising projects”). 
Defendants also do not dispute that they qualify as a “hiring party” under the NYS FIFA. See 
N.Y. Gen. Bus. Law § 1410(4) (defining a “hiring party” as “any person who retains a freelance 
worker to provide any service”). The parties disagree, however, on whether the NYS FIFA 
applies to misconduct that arises from a contract entered before the NYS FIFA was enacted.  
The Court of Appeals for the Second Circuit has not directly addressed the issue of 
retroactivity with respect to the NYS FIFA, and the caselaw interpreting the state statute is 
sparse. The Court, however, does not need to resolve whether the NYS FIFA can apply to 
Defendant’s conduct before the law came into effect on August 28, 2024, because Plaintiff does 
not claim that all of Defendants’ conduct violated the NYS FIFA. Rather, Plaintiff expressly 
argues that FIFA applies to only the conduct that occurred after its enactment. See Pl. Br. at 18. 
Therefore, the Court limits its analysis to whether the NYS FIFA can apply with respect to 
conduct that occurred after August 28, 2024 (when the NYS FIFA went into effect).  
The Court finds nothing in the statute or caselaw interpreting the NYS FIFA that suggests 
that the state law should not apply to misconduct that occurred after its enactment merely 
because the misconduct arises out of a contract that was entered into before the law’s effective 
date. On the contrary, rather than expressly limiting the applicability of the statute to freelance 
contracts entered after the law’s effective date, the New York Legislature broadly provided that 
FIFA applies “[o]nce a freelance worker has commenced performance of the services under [a] 
contract.” N.Y. Gen. Bus. Law § 1411(2). Such general language suggests that the protections 
afforded by the NYS FIFA were meant to apply to freelance work performed after the law came

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into effect, even if such work arises out of a contract that was entered into before the law’s 
effective date.  
Under New York law, there is a general disinclination against giving a retroactive effect 
to a statute, unless such an application is expressly stated in the statute. See St. Clair Nation v. 
City of New York, 14 N.Y.3d 452, 456–57 (2010) (“It is well settled under New York law that 
retroactive operation of legislation is not favored by courts and statutes will not be given such 
construction unless the language expressly or by necessary implication requires it.”) (internal 
quotation marks and citation omitted). But applying the NYS FIFA to misconduct that occurred 
after the law went into effect, even if such misconduct arose out of an agreement entered several 
months before the law’s effective date, does not mean that the law is being applied retroactively. 
See Burke Mountain Acad., Inc. v. United States, 715 F.2d 779, 782 (2d Cir. 1983) (“A statute is 
not retroactive merely because it draws upon antecedent facts for its operation.”) (internal 
quotation marks and citation omitted); Forti v. New York State Ethics Comm’n, 75 N.Y.2d 596, 
609 (1990) (quoting McKinney’s Cons. Laws of N.Y., Book 1, Statutes § 51) (“A statute is not 
retroactive . . . when made to apply to future transactions merely because such transactions relate 
to and are founded upon antecedent events.”). Therefore, because there is nothing in the statute 
or caselaw interpreting the statute to suggest that the scope of the NYS FIFA is limited to 
agreements entered after the law’s effective date, the Court applies the NYS FIFA to all post-
enactment misconduct that arose from the Service Agreement. 
The Amended Complaint alleges sufficient facts to plausibly establish that Defendants’ 
post-enactment conduct violated the NYS FIFA. Plaintiff sufficiently claims that she performed 
freelance work for Defendants for at least a few months after the NYS FIFA went into effect, and 
that Defendants failed to pay her at the agreed rate of $120 per hour for any of the “specialized

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marketing and advertising projects” she worked on. See Compl. ¶ 22 at 6, ¶¶ 48–53. Plaintiff 
also alleges sufficient facts to show that after August 28, 2024 (the effective date of the NYS 
FIFA), Defendants engaged in retaliatory actions that are expressly prohibited under the state 
statute. See Compl. ¶¶ 80–91, 105, 113–14, 117–31 at pages 19–21 (alleging that Defendants 
retaliated against Plaintiff by terminating her, threatening her with litigation, requiring her to 
complete additional uncompensated work related to Defendants’ website, and calling another one 
of Plaintiff’s clients to complain about Plaintiff); N.Y. Gen. Bus. Law § 1413 (providing that 
“[n]o hiring party . . . shall threaten, intimidate, discipline, harass, deny a work opportunity to, or 
discriminate against a freelance worker, or take any other action that penalizes a freelance 
worker for, or is reasonably likely to deter a freelance worker from, exercising or attempting to 
exercise any right guaranteed under [the statute]”).  
Accordingly, because Plaintiff alleges sufficient facts to plausibly establish that 
Defendants’ post-enactment conduct violated the NYS FIFA, Defendants’ motion to dismiss 
Count I of the Amended Complaint is denied.  
2. NYC FIFA Claim (Count II) 
Plaintiff also alleges that Defendants violated the New York City Freelance Isn’t Free 
Act (the “NYC FIFA”), N.Y.C. Admin. Code § 20–927 et seq., by failing to pay Plaintiff for all 
the hours she worked at the agreed rate. See Compl. ¶¶ 125–33 at pages 22–23 (Count II). 
Similar to the state statute, the NYC FIFA was enacted to regulate the relationship between 
freelance workers and hiring parties with respect to freelance work performed in New York City. 
See Monzano-Moreno v. Libqual Fence Co., No. 18-CV-0161 (MKB)(AKT), 2021 WL 730663, 
at *18 (Feb. 5, 2021), report and recommendation adopted, 2021 WL 688295 (E.D.N.Y. Feb. 23, 
2021). The NYC FIFA uses nearly identical definitions for “freelance worker” and “hiring party”

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as the state version. Compare N.Y.C. Admin. Code § 20–927 with N.Y. Gen. Bus. Law § 1410. 
It similarly applies to agreements for freelance services worth $800 or more. See N.Y.C. Admin. 
Code § 20–928(a).  
As discussed above, Defendants hired Plaintiff as an independent contractor and 
requested labor that totaled well-over $800. See Compl. ¶ 22 at page 6, ¶¶ 50, 62. The parties’ 
Service Agreement therefore falls within the scope of the NYC FIFA, which (unlike the NYS 
FIFA) went into effect several years before the parties’ engagement. Defendants, however, argue 
that the NYC FIFA does not apply to Plaintiff’s claims because she did not principally work in 
New York City while employed by Maison. See Def. Br. at 12–13. Although she is a resident of 
Westchester County, New York, Plaintiff contends that the protections afforded under the NYC 
FIFA apply to her claims because she “spent anywhere from 10% to 25%” of her time working 
for Defendants in New York City. See Compl. ¶¶ 23–25 at page 6; Pl. Br. at 20–22.  
The NYC FIFA does not provide any guidance regarding its geographic scope, and the 
statute is completely silent on how to assess scenarios where a freelancer does remote work for a 
company that is located outside of New York City. See Turner v. Sheppard Grain Enters., LLC, 
68 Misc. 3d 385, 387 (N.Y. Sup. Ct. 2020). But while the caselaw interpreting the NYC FIFA is 
limited, New York courts have applied the city law to situations where a non-New York City 
resident performed some work in New York City. See, e.g., Eelco Van Den Berg v. Clinton Hall 
Holdings, LLC, 2019 WL 2995777, at *3 (N.Y. Sup. Ct. July 9, 2019) (applying the NYC FIFA 
to a claim brought by a resident of the Netherlands who performed freelance work on a mural 
located in New York City). Moreover, given the lack of guidance on how to assess the 
application of the NYC FIFA with respect to non-residents, New York courts have at times 
applied an impact standard test to determine whether a plaintiff is entitled to the protections

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provided under the city law. See, e.g., Turner, 68 Misc. 3d at 388 (applying an impact standard to 
determine that a freelance worker was not entitled to the protections of the NYC FIFA because 
he was not a New York City resident and he performed the “vast majority” of his work from 
another state). Under this standard, courts consider whether a plaintiff alleges sufficient facts to 
show that the misconduct had an “impact within the city.” Id. (internal quotation marks and 
citation omitted). 
Plaintiff has alleged sufficient facts to plausibly establish that, despite being a non-
resident, the protections provided under the NYC FIFA apply to her claims. In addition to being 
retained by Defendants after attending a trade show in New York City, Plaintiff “routinely 
performed work in New York City,” including “frequently conduct[ing] meetings by phone” 
with Xia and other Maison employees, “ma[king] social media posts, and perform[ing] web 
design work” within the City. See Compl. ¶¶ 19–24 at pages 5–6; id. ¶ 25 at page 6 (estimating 
that she worked up to 25% of her time in New York City). Plaintiff’s Amended Complaint also 
alleges sufficient facts to show that her termination arose from an incident involving Xia that 
occurred during a trade show in New York City. See id. at ¶¶ 73–86 (claiming that Defendants 
retaliated against her by terminating her after she refused to immediately sign a non-disclosure 
agreement related to comments Xia made during a trade show). Moreover, Plaintiff sufficiently 
alleges that Defendants also retaliated against her by contacting one of her New York City clients 
(Samelson Chatelane) to complain about her work, thus affecting her business relations with a 
separate New York City employer. See id. at ¶¶ 117–31 at pages 21–23. Plaintiff has thus 
plausibly alleged that she performed some work in New York City and that the challenged 
conduct had some impact on her within the city. Therefore, Defendants’ motion to dismiss 
Plaintiff’s NYC FIFA claim is denied.

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 3.  Breach of Contract Claim (Count III) 
In the alternative to Plaintiff’s NYS and NYC FIFA claims, Plaintiff alleges that 
Defendants breached the parties’ Service Agreement in violation of New York common law. See 
Compl. ¶¶ 134–42 (Count III). Defendants move to dismiss this alternative claim on the grounds 
that there was no breach because (1) they paid Plaintiff $85 per hour for 16 hours of work per 
week, as required under the Service Agreement, and (2) they never approved work beyond the 
16-hour weekly cap. See Def. Br. at 15–16.  
Under New York law, “to recover from a defendant for breach of contract, a plaintiff must 
prove, by a preponderance of the evidence, (1) the existence of a contract between [herself] and 
that defendant; (2) performance of the plaintiff’s obligations under the contract; (3) breach of the 
contract by that defendant; and (4) damages to the plaintiff caused by that defendant’s breach.” 
Diesel Props S.r.l. v. Greystone Bus. Credit II LLC, 631 F.3d 42, 52 (2d Cir. 2011). Plaintiff has 
alleged sufficient facts to plausibly show each of these elements.  
The Amended Complaint sufficiently establishes that the parties entered into a service 
agreement and that, pursuant to the agreement, Plaintiff provided various digital media and 
marketing services for Defendants. See Compl. ¶¶ 22–24 at page 6. Defendants expressly agreed 
to pay Plaintiff at a rate of “$85 per hour for 16 hours of weekly social media work, with an 
additional art director rate of $120 per hour for specialized marketing and advertising projects.” 
Id. ¶ 22 at 6. Defendants, however, routinely required Plaintiff to work several additional hours 
beyond the contracted 16 hours per week. See id. ¶¶ 31, 45–47 (Plaintiff estimating that she 
regularly worked between 25 to 30 hours per week). Despite being required to work several 
additional hours, Defendants paid Plaintiff for only 16 hours of work per week at the rate of $85, 
which allegedly resulted in over $30,000 in unpaid labor. Id. ¶¶ 47, 62.  Moreover, Plaintiff also

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sufficiently alleges that Defendants never paid her at the contracted rate of $120 per hour for the 
work she performed related to “specialized marketing and advertising projects.” Id. ¶ 48. 
Defendants argue that the Service Agreement expressly required Maison to approve 
additional work beyond the 16-hour weekly cap and that Defendants never approved any 
additional projects. See Def. Br. at 16. However, the Amended Complaint alleges multiple 
instances where Xia demanded additional work from Plaintiff beyond the contracted 16-hour 
cap. See, e.g., Compl. ¶¶ 34–37, 45–47. Such additional work demands from Xia plausibly 
suggest that she implicitly approved additional work beyond the 16-hour weekly cap.  
Because Plaintiff has sufficiently alleged that Defendants failed to pay her for all the 
work she performed and at the agreed rates, the Amended Complaint plausibly pleads a breach of 
contract claim under New York common law. Therefore, Defendants’ motion to dismiss Count III 
of the Amended Complaint is denied.  
 4.  Plaintiff’s Retaliation Claim Under FIFA (Count IV) 
Plaintiff separately brings a retaliation claim against Defendants under both the NYS and 
the NYC FIFA. See Compl. ¶¶ 143–49 (Count IV). Defendants argue that Plaintiff’s retaliation 
claim fails because the alleged retaliation did not arise from a qualifying adverse action. See Def. 
Br. 13–14.  
Both the NYS and the NYC FIFA prohibit a hiring party from retaliating against a 
freelance worker for exercising their rights under the statutes, namely, the right to be paid on 
time and in full. See N.Y. Gen. Bus. Law § 1413 (“No hiring party . . . shall threaten, intimidate, 
discipline, harass, deny a work opportunity to, or discriminate against a freelance worker, or take 
any other action that penalizes a freelance worker for, or is reasonably likely to deter a freelance 
worker from, exercising or attempting to exercise any right guaranteed under [the statute], or

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from obtaining any future work opportunity because the freelance worker has done so.”); N.Y.C. 
Admin. Code § 20-930 (same). The Amended Complaint alleges sufficient facts to establish a 
plausible retaliation claim under the state and city anti-retaliation statutes.  
On December 20, 2024, Plaintiff, through counsel, sent a pre-litigation demand letter to 
Defendants “outlining . . . unpaid wages in violation of the Freelance Isn’t Free Act, and 
demanding pay[ment] of all unpaid invoices.” Compl. ¶ 115. After Plaintiff exercised her FIFA 
right to demand payment for unpaid freelance work, Defendants allegedly retaliated against her 
by calling another one of her clients (Samelson Chatelane) to “warn” them about Plaintiff and 
accuse her of “ruin[ing]” Defendants’ website. Id. ¶¶ 122–26 at page 20. Samelson Chatelane 
subsequently terminated Plaintiff’s contract, which Plaintiff plausibly alleges was a direct result 
of Defendants’ false accusations. Id. ¶ 130 at page 21.  
While the FIFA statutes are silent on how to address such post-employment retaliation, 
Courts in this Circuit have found that post-employment retaliatory conduct can support a 
retaliation claim brought under other labor laws. See, e.g., Jian Zhong Li v. Oliver King Enters., 
Inc., No. 14-CV-9293 (VEC), 2015 WL 4643145, at *3 (S.D.N.Y . Aug. 4, 2015) (collecting cases 
finding that “in some circumstances plaintiffs can bring [FLSA] retaliation claims against former 
employers for post-employment conduct”); Porter v. MooreGroup Corp., No. 17-CV-07405 
(KAM)(VMS), 2020 WL 32434, at *11 (E.D.N.Y . Jan. 2, 2020) (noting that “courts in the 
Second Circuit have recognized actionable retaliation claims in situations involving . . . 
employment-related harm”) (internal quotation marks and citation omitted). Therefore, Plaintiff 
has sufficiently alleged that after exercising her rights under FIFA, Defendants engaged in post-
employment retaliatory conduct that caused Plaintiff employment-related harm.

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Accordingly, because Plaintiff has alleged a plausible retaliation claim under the NYS 
and NYC FIFA, Defendants’ motion to dismiss Count IV of the Amended Complaint is denied.   
 5. Retaliation Claim Under NYLL § 740 (Count V) 
In addition to her FIFA retaliation claim, Plaintiff also claims that Defendants unlawfully 
retaliated against her in violation of New York Labor Law (“NYLL”) Section 740. See Compl. 
¶¶ 150–56 (Count V). NYLL § 740 prohibits an employer from “tak[ing] any retaliatory action 
against an employee . . . because such employee . . . discloses, or threatens to disclose to a 
supervisor or to a public body an activity, policy or practice of the employer that the employee 
reasonably believes is in violation of law, rule or regulation,” or because the employee “objects 
to, or refuses to participate in any such activity, policy or practice.” NYLL § 740(2)(a), (c). The 
statute expressly defines “employee” to include independent contractors such as Plaintiff. See id. 
at § 740(1)(a). To sufficiently plead a retaliation claim under NYLL § 740, a plaintiff must 
establish “(1) [a] retaliatory action, (2) [an] activity protected by the statute, and (3) a causal link 
between the two.” Pierce v. Better Holdco, Inc., No. 22-CV-4748 (AT), 2023 WL 6386920, at *4 
(S.D.N.Y . Sept. 29, 2023). Defendants contend that Plaintiff’s § 740 claim fails because the 
Amended Complaint does not allege that she reported illegal conduct or that the alleged conduct 
endangered public health or safety. See Def. Br. at 15. Defendants, however, misread the statute 
and Plaintiff’s allegations.  
Construed in the light most favorable to Plaintiff, the Amended Complaint alleges that (1) 
Plaintiff heard Xia “declare[] her intent to ‘hire someone to break the legs’” of another Maison 
employee (Compl. ¶ 74); (2) Plaintiff discussed the incident with one of her supervisors, Lasek 
(see id. ¶ 75); (3) “days after Plaintiff had reported” Xia’s alleged “criminal statement,” 
Defendants demanded that she immediately sign a non-disclosure agreement (id. ¶¶ 80–85, 92);

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and (4) when Plaintiff requested a reasonable period to review the non-disclosure agreement with 
an attorney, Defendants abruptly terminated her employment contract (id. ¶ 86). Based on these 
facts, Plaintiff has alleged more than enough to state a plausible retaliation claim under NYLL § 
740(2)(a). She sufficiently alleges (1) an action by her employer that she believed was in 
violation of the law (i.e., Xia’s threat to hire someone to cause physical harm to another 
employee); (2) that she reported the incident and discussed it with one of her supervisors; and (3) 
that she was terminated shortly after reporting the incident. 
Contrary to Defendants’ argument, it is not necessary for Plaintiff to show that the alleged 
conduct endangered public health or safety—the statute expressly provides that showing a 
danger to public health or safety is just one way that a plaintiff can establish a retaliation claim 
under § 740(2)(a). See NYLL § 740(2)(a) (“An employer shall not take any retaliatory action 
against an employee . . . because such employee . . . discloses, or threatens to disclose . . . an 
activity, policy or practice of the employer that the employee reasonably believes is in violation 
of law, rule or regulation or that the employee reasonably believes poses a substantial and 
specific danger to the public health or safety.”) (emphasis added). Moreover, Plaintiff “need not 
plead an actual violation of laws or regulations to survive a motion to dismiss.” Lawlor v. 
Wymbs, Inc., 212 A.D.3d 442, 443 (1st Dep’t 2023) (citation omitted). Her allegation that Xia’s 
comment indicated a criminal intent is sufficient to plausibly allege an activity that Plaintiff 
“reasonably believe[d]” was in violation of the law. NYLL § 740(2)(a). 
Although it is unclear exactly who Plaintiff “reported” Xia’s alleged unlawful activity to, 
the Amended Complaint contains enough allegations to otherwise state a claim for unlawful 
retaliation under NYLL § 740(2)(c). “Retaliation due to disclosure of an unlawful activity or 
practice to a supervisor is not the only way an employer can run afoul of Section 740; an

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employer can also violate that section if it retaliates against an employee because the employee 
‘objects to, or refuses to participate’ in that activity or practice.” Goldberg v. Bespoke Real Est. 
LLC, No. 23-CV-5614 (JPO), 2024 WL 1256006, at *10 (S.D.N.Y . Mar. 25, 2024) (quoting 
NYLL § 740(2)(c)). Plaintiff’s Amended Complaint alleges sufficient facts to plausibly show 
that Plaintiff objected to Xia’s hostile comment by discussing the incident with Lasek, and that 
her contract with Maison was terminated shortly thereafter. See Compl. ¶¶ 73–87, 92. Therefore, 
because Plaintiff also alleges a sufficient retaliation claim under NYLL § 740(2)(c), Defendants’ 
motion to dismiss Count V is denied.  
 6.  Plaintiff’s Tortious Interference Claim (Count VII) 
As an alternative to her defamation claim (Count VI), which the Court dismisses for lack 
of personal jurisdiction, see supra Section I.B.2., Plaintiff brings a tortious interference claim 
under New York common law. See Compl. ¶¶ 168–78. As discussed above, Plaintiff alleges that, 
in early 2025, Xia called Samelson Chatelane (one of Plaintiff’s other employers) and falsely 
accused Plaintiff of “ruin[ing]” Defendants’ website and claimed that Defendants were “in a 
lawsuit” with Plaintiff. Id. ¶¶ 124 at page 20. Plaintiff claims that Xia made these false 
statements with the purpose of interfering with her separate business relations and that, because 
of Xia’s calls, Samelson Chatelane abruptly terminated Plaintiff’s freelance contract. See id. ¶¶ 
174–78. Defendants argue that Plaintiff fails to sufficiently state a tortious interference claim 
because she does not sufficiently allege that Xia’s calls caused Samelson Chatelane to terminate 
Plaintiff. See Def. Br. at 18.  
Under New York law, the elements of a tortious interference claim are: “(1) the existence 
of a valid contract between the plaintiff and a third party, (2) defendant’s knowledge of that 
contract, (3) defendant’s intentional procurement of the third-party’s breach of the contract

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without justification, (4) actual breach of the contract, and (5) damages resulting therefrom.” 
Rich v. Fox News Network, LLC, 939 F.3d 112, 126–27 (2d Cir. 2019) (citation omitted); see 
also Roadrunner Charters, Inc. v. New York City, et al., No. 25-CV-01285 (JA V), 2026 WL 
2149758, at *5 (S.D.N.Y . July 27, 2026) (“Under New York law, tortious interference with 
contract and tortious interference with contractual relations are the same claim with the same 
required elements.”).  
The Amended Complaint includes sufficient facts to plausibly establish the elements of a 
tortious interference claim. Plaintiff sufficiently alleges that (1) she had an employment contract 
with Samelson Chatelane (see Compl. ¶¶ 117–20 at pages 19–20); (2) Xia knew that Plaintiff 
worked for Samelson Chatelane (see id. ¶ 125 at page 20); (3) Xia called Samelson Chatelane 
multiple times with the intention of harming Plaintiff’s business relationship with Samelson 
Chatelane (id. ¶¶ 122–27 at pages 20–21, ¶¶ 174–76); (4) shortly after Xia’s calls, Samelson 
Chatelane abruptly terminated its contract with Plaintiff (id. ¶ 130 at page 21); and (5) as a result, 
Plaintiff suffered financial harm (id. ¶¶ 177–78).  
Defendants contend that Plaintiff’s tortious interference claim is based purely on 
speculation that Xia called Samelson Chatelane. See Def. Br. at 18. But Plaintiff’s Amended 
Complaint puts forward enough facts to plausibly support her claim. See id. ¶ 123 at page 20 
(claiming that Plaintiff’s supervisor at Samelson Chatelane confirmed that Xia called her 
“multiple times”); id. ¶ 126 (alleging that a separate Samelson Chatelane employee 
“independently verified that the[] phone calls were placed by Defendant Xia from a phone 
number associated with Defendant Maison”). Plaintiff thus alleges sufficient facts to allow the 
Court to draw a reasonable inference that Xia called Samelson Chatelane with the intent to harm 
Plaintiff’s separate business relations.

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Therefore, because Plaintiff alleges enough facts to state a plausible tortious interference 
claim under New York law, Defendants’ motion to dismiss Count VII of the Amended Complaint 
is denied.  
III. Leave to Amend  
Although Plaintiff has not requested leave to further amend her complaint, the Court has 
considered whether she should be given an opportunity to do so with respect to her dismissed 
defamation claim. The Court has discretion to grant leave to amend where “justice so requires,” 
Fed. R. Civ. P. 15(a)(2), however, leave to amend should generally be denied “in instances of 
futility, undue delay, bad faith or dilatory motive, repeated failure to cure deficiencies by 
amendments previously allowed, or undue prejudice to the non-moving party.” Burch v. Pioneer 
Credit Recovery, Inc., 551 F.3d 122, 126 (2d Cir. 2008). 
Plaintiff amended her complaint after Defendants filed a motion to dismiss the initial 
complaint, which raised the same personal jurisdiction arguments that Defendants raised in 
response to Plaintiff’s Amended Complaint. See ECF No. 15. Plaintiff already had notice of 
specific flaws with her defamation claim and had sufficient opportunity to cure those 
deficiencies. Therefore, further amendment at this point would be unavailing. See Ruffolo v. 
Oppenheimer & Co., 987 F.2d 129, 131 (2d Cir. 1993) (“Where it appears that granting leave to 
amend is unlikely to be productive . . . it is not an abuse of discretion to deny leave to amend.”); 
Scodtt v. City of New York, No. 24-CV-02132 (MKV), 2025 WL 2530560, at *8 (S.D.N.Y. 
Sept. 3, 2025) (finding that amendment was futile where a “[p]laintiff was already provided the 
opportunity to amend her complaint in response to [d]efendant’s arguments”). Accordingly, 
Plaintiff will not be granted leave to further amend her complaint.

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CONCLUSION  
Defendants’ motion to dismiss is GRANTED in part and DENIED in part. Defendants’ 
motion to dismiss is GRANTED for lack of personal jurisdiction with respect to Plaintiff’s 
defamation claim and, therefore, Count VI of the Amended Complaint is DISMISSED without 
prejudice. Defendants’ motion to dismiss is DENIED with respect to Plaintiff’s remaining claims 
(Counts I–V and VII).  
Defendants shall answer the Amended Complaint, consistent with this Opinion and Order 
within 21 days. By separate order, the Court will schedule an Initial Case Management 
Conference.   
SO ORDERED. 
 
 
        
 SARAH NETBURN 
 United States Magistrate Judge 
DATED: September 1, 2026 
New York, New York