Rubin Zou v. Amazon.com, Inc. et al.

The document further stated that “if your appeal is successful, you will be removed from Pivot (PIP) immediately and work with a Talent Advisor who will help you navigate the internal transfer process.” (Ibid.)

On or about May 9, 2025, Shaik told Plaintiff the PIP was not his idea but came “from the top,” stated words to the effect of “someone has to go,” and conveyed that Plaintiff was the easiest target as the most junior employee. (Complaint, ¶ 24.) Shaik further stated that he would help Plaintiff, while also referencing a former colleague who “tried everything he could but failed.” (Ibid.) Later, Plaintiff sought guidance from Shaik’s manager, who discouraged Plaintiff from proceeding unless Plaintiff was absolutely certain that he would succeed. (Complaint, ¶ 25.) Plaintiff elected to forego severance and enter the PIP process, believing the PIP to be a genuine improvement opportunity with an appeal safeguard and relying on that representation when evaluating the Improve Plan option as a viable path to saving his job. (Complaint, ¶¶ 27, 26.)

Plaintiff was on the PIP from May 15, 2025 to June 13, 2025. (Complaint, ¶ 28.) During that time, Plaintiff was assigned two projects. (Complaint, ¶¶ 30-47.) On June 13, 2025, Shaik issued an “unsuccessful” assessment. (Complaint, ¶ 49.) For the first project, Shaik stated that though Plaintiff had completed the assigned tasks of closing five tickets, Plaintiff failed to satisfactorily complete the project based on unlisted tickets outside the defined project scope, including tickets created more than 10 days after the given deadline. (Complaint, ¶¶ 30, 50.)

For the second project, Shaik stated that Plaintiff had not met expectations and that no design document and no code reviews had been submitted, leading Shaik to assess failure for the second project as well. (Complaint, ¶ 51.) However, the second project assigned to Plaintiff “involved brand-new hardware and embedded-system uncertainties unfamiliar to the team...making the project inherently complex and difficult even for experienced engineers, let alone an entry-level employee.” (Complaint, ¶ 40.)

Plaintiff had ten working days to complete the project because of unavailable hardware. (Complaint, ¶ 41.) The requirements for the second project did not specify when Plaintiff was required to submit a design document, when to submit code for review, or when reviews would occur. (Complaint, ¶ 42.) Shaik’s assessment of Plaintiff’s work on the second project “was false and omitted material context known to Shaik, including hardware constraints, the absence of defined check-in timing, and Plaintiff’s completion of required functionality by the deadline.” (Complaint, ¶ 52.)

On June 18, 2025, Plaintiff notified Shaik that he would be appealing Shaik’s assessment based on false statements and out-of-scope criteria. (Complaint, ¶ 54.) Shaik responded by telling Plaintiff words to the effect of “you’ve burnt the bridge and no manager will hire you.” (Complaint, ¶ 55.) On or about June 19, 2025, after Plaintiff submitted the appeal, Amazon confirmed receipt of his appeal and stated that if the appeal was unsuccessful, Plaintiffs employment would end with a PIP-payment option, and if successful, Plaintiff could remain or work with a Talent Advisor. (Complaint, ¶ 58.) Amazon designated a Performance Management coordinator to provide “PIP process support” and a separate facilitator for the appeal meeting. (Ibid.)

Amazon provided Plaintiff with the appeal policy and related materials, which stated that the appendix to the appeal was intended to provide supporting documentation pertaining to the Improve Plan and time period and that nonconforming content could be removed. (Complaint, ¶¶ 59, 63.) Plaintiff observed that materials Shaik submitted included substantial material outside the PIP period and/or unrelated to the PIP projects and included a revised assessment, despite written materials Plaintiff had received prohibiting managers from revising assessments after appeal. (Complaint, ¶¶ 59, 64.)

Plaintiff raised this concern with Amazon, and an HR representative responded that the appendix could include content outside the assessment form to support the manager’s outcome and stated he did not see unfairness in the process. (Complaint, ¶ 69.) Plaintiff’s appeal hearing was originally scheduled for July 2, 2025, but was rescheduled and took place on July 10, 2025. (Complaint, ¶¶ 70, 79.) In the interim, Shaik began actively monitoring Plaintiff’s whereabouts and work activities without assigning substantive tasks, and the assigned appeal coordinator contacted Plaintiff within minutes of Shaik contacting Plaintiff, with nearly identical inquiries regarding Plaintiff’s daily work activities. (Complaint, ¶¶ 73, 75.)

The appeal hearing involved a decision by a panel of individuals not consistent with Plaintiff’s role who were given limited time to review the record, which included material outside the PIP period in violation of Amazon’s appeal policy. (Complaint, ¶¶ 78, 81, 82.) Plaintiff was informed of the unsuccessful appeal and terminated mere minutes after the July 10, 2025 appeal hearing. (Complaint, ¶ 84.) On July 13, 2025, Plaintiff sent a detailed written complaint to HR leadership and senior executives reporting falsified assessments, sabotage, appeal-rule violations, biased administration, and evidence manipulation. (Complaint, ¶ 89.)

Amazon conducted an interview with Plaintiff to investigate the complaint, (Complaint, ¶ 91), but on or about July 25, 2025, Amazon closed the investigation and stated they found no policy or standards violation. (Complaint, ¶ 95.)

Plaintiff alleges causes of action for whistleblower retaliation, fraud (intentional misrepresentation and concealment), intentional infliction of emotional distress, breach of the implied covenant of good faith and fair dealing, wrongful termination in violation of public policy, breach of implied contract, and promissory estoppel. Defendants demurred to all causes of action on February 13, 2026. Plaintiff filed an Opposition to Defendants’ demurrer on June 17, 2026 (“Opposition”).

II. DEMURRER

A.

Legal Standard

The function of a demurrer is to test the legal sufficiency of a pleading. (Trs. Of Capital Wholesale Elec. Etc. Fund v. Shearson Lehman Bros. (1990) 221 Cal.App.3d 617, 621.) Consequently, “[a] demurrer reaches only to the contents of the pleading and such matters as may be considered under the doctrine of judicial notice.” (Mathews v. Becerra (2019) 8 Cal.5th 756, 762, internal citations and quotations omitted; see also Code Civ. Proc., § 430.30, subd. (a).) “It is not the ordinary function of a demurrer to test the truth of the plaintiff’s allegations or the accuracy with which he describes the defendant’s conduct. ... Thus, ... the facts alleged in the pleading are deemed to be true, however improbable they may be.” (Align Technology, Inc. v. Tran (2009) 179 Cal.App.4th 949, 958, internal citations and quotations omitted.)

In ruling on a demurrer, the allegations of the complaint must be liberally construed, with a view to substantial justice between the parties. (Glennen v. Allergan, Inc. (2016) 247 Cal.App.4th 1, 6.) Nevertheless, while “[a] demurrer admits all facts properly pleaded, [it does] not [admit] contentions, deductions or conclusions of law or fact.” (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1120.)

B. Discussion

i. First Cause of Action: Whistleblower Retaliation

Defendants demur to Plaintiff’s first cause of action for whistleblower retaliation on the basis that Plaintiff has not alleged facts showing that Plaintiff engaged in activity protected by Labor Code section 1102.5, and because Plaintiff cannot state this cause of action against Mr. Shaik as a matter of law. (Demurrer, ¶ 1.)

Labor Code section 1102.5 provides: “An employer, or any person acting on behalf of the employer, shall not retaliate against an employee for disclosing information...to a person with authority over the employee or another employee who has the authority to investigate, discover, or correct the violation or noncompliance...if the employee has reasonable cause to believe that the information discloses a violation of state or federal statute, or a violation of or noncompliance with a local, state, or federal rule or regulation[.]” (Lab.

Code, § 1102.5, subd. (b).) Plaintiff alleges that he engaged in protected activity “by disclosing information that he reasonably believed revealed violations of law, rules, regulations, and conduct contrary to fundamental public policy, including fraudulent and deceptive practices such as falsified performance assessments, manipulation of performance criteria, violation of written appeal rules, submission of out-of-time-period materials, and retaliatory intimidation.” (Complaint, ¶ 108.) Plaintiff’s allegations are insufficient to establish that he engaged in protected activity within the meaning of the statute.

Plaintiff alleges that he reported unfairness and violations of Amazon’s policy in the performance improvement plan, assessment, and appeal process to Amazon. These are all internal personnel matters which do not rise to the level of whistleblowing retaliation under section 1102.5. (See Carter v. Escondido Union High School Dist. (2007) 148 Cal.App.4th 922, 933 [employee’s disclosure to another employee did not trigger whistleblower protections because employee did not “disclose a violation of state or federal statute, or a violation or noncompliance with a state or federal rule or regulation.”], Mueller v.

County of Los Angeles (2009) 176 Cal.App.4th 809, 822 (Mueller) [employee’s whistleblower claim lacked merit because “[m]atters such as transferring employees, writing up employees, and counseling employees are personnel matters.”].)

Plaintiff argues in opposition that he alleged in his Complaint that he has reasonable cause to believe he was engaging in protected activity by reporting “compliance concerns,” and that he was not merely reporting issues with internal personnel matters. (Opposition, p. 7.) Labor Code section 1102.5 explicitly protects employees who have reasonable cause to believe they are reporting a legal violation, but the Complaint does not allege facts sufficient to establish Plaintiff had reasonable cause to believe he reported a violation of law.

Plaintiff alleged that he reported facts he reasonably believed revealed deception, retaliation, evidence manipulation, and rule violations in a formal employment adjudication system. (Complaint, ¶ 89.) Much like the plaintiff in Mueller, Plaintiff “reported violations of the department’s own policies,” not “perceived violations of federal or state statutes, rules or regulations.” (Mueller, supra, 176 Cal.App.4th at p. 822.) Consequently, Plaintiff’s Complaint does not sufficiently allege protected activity or reasonable cause to believe he engaged in protected activity, foreclosing a claim for whistleblower retaliation.

Plaintiff’s Complaint does allege that he reported “fraudulent and deceptive practices” and was retaliated against for doing so. (Complaint, ¶ 108.) To the extent that Plaintiff argues he reasonably believed he was reporting the legal violation of fraudulent deceit, this argument also fails. Civil Code section 1709 states that fraudulent deceit occurs when: “[o]ne...willfully deceives another with intent to induce him to alter his position to his injury or risk[.]” (Civ. Code, § 1709.) Plaintiff does not allege that he had reasonable cause to believe that Defendants engaged in fraudulent deceit with respect to the PIP process.

Plaintiff was told that “if Plaintiff met expectations, he would be removed from the PIP, and if not, he could appeal the manager’s assessment through a structured appeal process. The document further stated that ‘if your appeal is successful, you will be removed from Pivot (PIP) immediately and work with a Talent Advisor who will help you navigate the internal transfer process.’” (Complaint, ¶ 23.) The Complaint does not allege facts sufficient to establish that Plaintiff had reasonable cause to believe that the PIP process was fraudulent and he was “willfully deceived” such that he would accept the PIP and forego the severance payment, because he does not sufficiently allege that Defendants deceived him.

According to the Complaint, Defendants did what they said they would do by allowing Plaintiff to appeal the manager’s assessment when Plaintiff did not meet their expectations. (Complaint, ¶ 58.) Consequently, Plaintiff did not have reasonable cause to believe Defendants engaged in fraudulent deceit and his later disclosures and requests for investigation cannot be considered protected activity.

Plaintiff’s claim against Shaik also fails. An employee cannot sue other former employees “based on their conduct relating to personnel actions, e.g., termination, demotion, discipline, transfers, compensation setting, work assignments, and/or performance appraisals” unless the suit is permitted by statute. (Sheppard v. Freeman (1998) 67 Cal.App.4th 339, 346.) Labor Code section 1102.5 establishes liability for “an employer, or any person acting on behalf of an employer.” (Lab. Code, § 1102.5.)

While the California Supreme Court has not directly interpreted this specific language in the Labor Code, it has found that similar language in other statutes prohibiting retaliation does not create liability for individual supervisors. (Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158 [anti-retaliation statute which applied to “any employer, labor organization, employment agency, or person” did not create personal liability for nonemployer individuals].) As such, Plaintiff cannot sue Defendant Shaik for whistleblower retaliation under Labor Code section 1102.5.

Defendants’ demurrer to Plaintiff’s first cause of action for whistleblower retaliation is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp. (2022) 83 Cal.App.5th 685, 689 [denial of leave to amend on initial complaint rare and only appropriate when it conclusively appears that there is no possibility of alleging facts under which recovery can be obtained].)

ii. Second Cause of Action: Fraud (Intentional Misrepresentation and Concealment)

Defendants demur to Plaintiff’s second cause of action for fraud (intentional misrepresentation and concealment) on the basis that Plaintiff has not alleged facts distinguishing his fraud claim from his claim for wrongful termination in violation of public policy, and because Plaintiff has failed to allege facts sufficient to state a cause of action against Mr. Shaik in his individual capacity. (Demurrer, ¶ 2.)

“Wrongful termination of employment ordinarily does not give rise to a cause of action for fraud or deceit, even if some misrepresentation is made in the course of the employee’s dismissal. Tort recovery is available only if the plaintiff can establish all of the elements of fraud with respect to a misrepresentation that is separate from the termination of the employment contract, i.e., when the plaintiff’s fraud damages cannot be said to result from termination itself.” (Hunter v. Up-Right, Inc. (1993) 6 Cal.4th 1174, 1178, emphasis added.) Plaintiff argues in opposition that the Complaint alleges fraud separate from the termination of the employment contract, specifically that he was fraudulently induced to elect the PIP option instead of accepting a severance payment because Amazon deceitfully led him to believe the PIP process would be fair. (Opposition, p. 9.)

“The elements of fraud... are (a) misrepresentation (false representation, concealment or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage. [Citation]” (Agosta v. Astor (2004) 120 Cal.App.4th 596, 608.) Plaintiff did not allege facts sufficient to state a claim of fraud against either Amazon or Shaik.

Plaintiff alleges that Defendants did not disclose the following material facts regarding the PIP process:

a. the Improve Plan projects were designed and administered in a manner not reasonably achievable under the stated conditions; b. assessment criteria would be retroactively expanded and subjectively manipulated after project deadlines; c. appeal rules limiting admissible materials and prohibiting assessment revision would not be enforced; d. the appeal outcome was predetermined regardless of Plaintiffs performance or evidence; and e. the assigned appeal coordinator was presented to Plaintiff as a neutral process-support resource, but in practice declined to enforce appeal policies, engaged in monitoring Plaintiffs work activities in coordination with management, and thereafter assumed control over the appeal process.

(Complaint, ¶ 120.)

Plaintiff alleges that Defendants intended Plaintiff to select the PIP instead of the severance (Complaint, ¶ 155), but no facts are alleged from which the court could reach that conclusion. While “[a] demurrer admits all facts properly pleaded, [it does] not [admit] contentions, deductions or conclusions of law or fact.” (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1120.) The facts of the Complaint indicated that Defendants presented Plaintiff with the option to select the PIP or severance, but there are no additional facts alleged to support a finding that Defendants preferred Plaintiff select one option over the other or that they deceived Plaintiff in order to hasten that result.

Rather, Plaintiff’s Complaint alleges facts that support the opposite conclusion, as Plaintiff asked Shaik’s supervisor if he should elect the PIP option or severance and was told he should only pursue the PIP if he was absolutely certain he could succeed. (Complaint, ¶ 25.)

As to Plaintiff’s ability to sustain a claim, against Shaik as an individual, for fraud, Plaintiff does not identify any false misrepresentations that Shaik specifically made regarding the PIP process which Shaik allegedly intended Plaintiff to detrimentally rely on. Moreover, Plaintiff’s claim against Shaik is barred as a matter of law. An employee cannot sue other former employees “based on their conduct relating to personnel actions, e.g., termination, demotion, discipline, transfers, compensation setting, work assignments, and/or performance appraisals” unless the suit is permitted by statute, which it is not here. (Sheppard v. Freeman, supra, 67 Cal.App.4th at p. 346.)

Defendants’ demurrer to Plaintiff’s second cause of action for fraud (intentional misrepresentation and concealment retaliation) is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689.)

iii. Third Cause of Action: Intentional Infliction of Emotional Distress

Defendants demur to Plaintiff’s third cause of action for intentional infliction of emotional distress on the basis that Plaintiff has not alleged facts showing that Defendants engaged in extreme or outrageous conduct, because the cause is preempted by the doctrine of workers’ compensation exclusivity under the Labor Code, and because Plaintiff has failed to allege facts sufficient to state a cause of action against Mr. Shaik in his individual capacity. (Demurrer, ¶ 3.)

Labor Code section 3602 provides that the exclusive remedy in connection with alleged wrongful termination is workers’ compensation, thus precluding civil actions to recover damages based on intentional infliction of emotional distress. (Lab. Code, § 3602.) There are exceptions where a plaintiff can show that the injury causing the emotional distress occurred outside the normal course of the employer-employee relationship, but even severe emotional distress arising from intentional, outrageous misconduct at the worksite still falls within the normal course of the employer-employee relationship. (Miklosy v.

Regents of University of California (2008) 44 Cal.4th 876, 902; see also Singh v. Southland Stone, U.S.A., Inc. (2010) 186 Cal.App.4th 338, 367 [workers’ compensation exclusivity rule barred intentional infliction of emotional distress claim where employer “berated and humiliated [Plaintiff],” criticized his job performance, and insulted him with profanities on a regular basis.].)

To state a cause of action for intentional infliction of emotional distress a plaintiff must show: (1) outrageous conduct by the defendant; (2) the defendant’s intention of causing or reckless disregard of the probability of causing emotional distress; (3) the plaintiff’s suffering severe or extreme emotional distress; and (4) actual and proximate causation of the emotional distress by the defendant’s outrageous conduct. (Vasquez v. Franklin Management Real Estate Fund, Inc. (2013) 222 Cal.App.4th 819, 833.) “In order to avoid a demurrer, the plaintiff must allege with great specificity the acts which he or she believes are so extreme as to exceed all bounds of that usually tolerated in a civilized community.” (Ibid., internal citation and quotation marks omitted.)

Here, Plaintiff has failed to allege facts sufficient to state a claim of intentional infliction of emotional distress against Amazon because Plaintiff failed to allege facts showing that the injury causing emotional distress occurred outside the normal course of the employeremployee relationship. Plaintiff’s Complaint alleges that Defendants falsified performance assessments, threatened Plaintiff, manipulated the adjudicative process, monitored Plaintiff's activities after the appeal was initiated, sent intimidation communications during the termination process, and repeatedly offered false assurances of fairness while proceeding toward a predetermined outcome. (Complaint, ¶ 129.)

All of the above arose at the worksite in the ordinary and expected course of Plaintiff’s PIP and appeal. Additionally, Plaintiff has failed to allege facts sufficient to state a claim of intentional infliction of emotional distress against Shaik. The Complaint does not allege facts sufficient to show that Shaik engaged in extreme or outrageous conduct.

Defendants’ demurrer to Plaintiff’s third cause of action for intentional infliction of emotional distress is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689 [denial of leave to amend on initial complaint rare and only appropriate when it conclusively appears that there is no possibility of alleging facts under which recovery can be obtained].)

iv. Fourth Cause of Action: Breach of the Implied Covenant of Good Faith and Fair Dealing

Defendants demur to Plaintiff’s fourth cause of action for breach of implied covenant of good faith and fair dealing on the basis that the Complaint fails to allege facts sufficient to establish the existence of an implied contract superseding the statutory presumption of at-will employment. (Demurrer, ¶ 4.)

Labor Code section 2922 establishes that employment without a specified term may be terminated at the will of either party. (Lab. Code, § 2922.) “[B]reach of the implied covenant cannot logically be based on a claim that [the] discharge [of an at-will employee] was made without good cause...“[i]f such an interpretation applied, then all at-will contracts would be transmuted into contracts requiring good cause for termination, and Labor Code section 2922 would be eviscerated.” (Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654, 698, fn. 39.) Plaintiff has not alleged the existence of an implied employment contract superseding the presumption of at-will employment. Plaintiff has not alleged facts sufficient to support a finding that the PIP supplanted Plaintiff’s status as an at-will employee.

Plaintiff argues that “he does not allege that Defendants were required to retain him absent good cause; rather, Plaintiff alleges that Defendants exercised their discretionary authority over the PIP and appeal processes in bad faith so as to deprive Plaintiff of the benefits of those promised procedures.” (Complaint, ¶ 139.) “A claim for breach of the implied covenant of good faith and fair dealing requires the existence of a contract, whether express or implied...[t]here is no obligation to deal fairly or in good faith absent an existing contract.” (Alameda Health System v. Alameda County Employees’ Retirement Assn. (2024) 100 Cal.App.5th 1159, 1190, internal citation and quotation marks omitted.)

Plaintiff does not allege facts sufficient to sustain a claim that Defendants and Plaintiff had a contract. Civil Code section 1550 establishes that in order for a contract to be enforceable, there must be consideration among consenting parties capable of contracting and a valid object to the contract. (Civ. Code, § 1550.) The PIP cannot be considered a contract between the parties because Plaintiff failed to allege facts sufficient to find that Amazon consented to be bound by the terms of the PIP as Plaintiff believed them to be or that Amazon consented to a contract superseding the statutory presumption of at-will employment.

Moreover, Plaintiff did not allege consideration between the parties or facts sufficient to find that there was adequate consideration such that the PIP could be considered a contract. The facts as alleged cannot sustain a claim for breach of the implied covenant of good faith and fair dealing because the Complaint does not allege a contract between parties.

Defendants’ demurrer to Plaintiff’s fourth cause of action for breach of the implied covenant of good faith and fair dealing is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689.)

v. Fifth Cause of Action: Wrongful Termination in Violation of Public Policy

Defendants demur to Plaintiff’s fifth cause of action for wrongful termination in violation of public policy on the basis that the Complaint fails to allege facts sufficient to support a violation of public policy, instead alleging violation of Amazon’s company policy, and because Plaintiff cannot state this cause against Mr. Shaik in his individual capacity as a matter of law. (Demurrer, ¶ 5.)

A discharge is actionable as against public policy only if it violates a policy that is: “(1) delineated in either constitutional or statutory provisions; (2) ‘public’ in the sense that it ‘inures to the benefit of the public’ rather than serving merely the interests of the individual; (3) well established at the time of the discharge; and (4) ‘substantial’ and ‘fundamental.’” (Carter v. Escondido Union High School Dist. (2007) 148 Cal.App.4th 922, 929, internal citations omitted.)

Plaintiff alleges that his termination violated Labor Code section 1102.5, Civil Code section 1709, and “California’s common-law prohibition against fraudulent, retaliatory, and bad-faith conduct in employment relationships.” (Complaint, ¶ 144.) This court has sustained Defendants’ demurrer to Plaintiff’s cause of action for retaliation under Labor Code section 1102.5, so that statute cannot be a basis for finding that Plaintiff adequately pled a cause of action for wrongful termination in violation of public policy. The court has also sustained Defendants’ demurrer to Plaintiff’s cause of action for fraud. Moreover, termination after reporting violations of internal company policy is not wrongful termination in violation of public policy. (Turner v. Anheuser-Busch, Inc. (1994) 7 Cal.4th 1238, 1257.)

In addition, Plaintiff cannot assert a claim of wrongful termination in violation of public policy against Shaik as an individual as a matter of law. (Miklosy v. Regents of University of California, supra, 44 Cal.4th at p. 900 [an individual cannot commit the tort of wrongful discharge in violation of public policy; the individual can only be the agent by which an employer commits that tort].)

Defendants’ demurrer to Plaintiff’s fifth cause of action for wrongful termination in violation of public policy is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689.)

vi. Sixth Cause of Action: Breach of Implied Contract

Defendants demur to Plaintiff’s sixth cause of action for breach of implied contract on the basis that the Complaint fails to allege facts sufficient to establish the existence of an implied contract superseding the statutory presumption of at-will employment. (Demurrer, ¶ 6.)

As explained above, Labor Code section 2922 establishes that employment without a specified term may be terminated at the will of either party, and Plaintiff has not alleged facts sufficient to find the existence of a contract superseding the presumption of at-will employment. (Lab. Code, § 2922.)

Defendants’ demurrer to Plaintiff’s sixth cause of action for breach of implied contract is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689.)

vii. Seventh Cause of Action: Promissory Estoppel

Defendants demur to Plaintiff’s seventh cause of action for promissory estoppel on the basis that the Complaint fails to allege facts sufficient to establish the existence of a promise or reasonable reliance on a promise. (Demurrer, ¶ 7.)

At the outset, the court notes that contract and promissory estoppel claims are “not only ... distinct or alternative theories of recovery but also [are] mutually exclusive.” (Douglas E. Barnhart, Inc. v. CMC Fabricators, Inc. (2012) 211 Cal.App.4th 230, 243.)

The elements of a promissory estoppel claim are: “(1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by [that party’s] reliance...To be enforceable, a promise need only be definite enough that a court can determine the scope of the duty[,] and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages.” (Broome v. Regents of University of California (2022) 80 Cal.App.5th 375, 389, internal citations and quotation marks omitted.)

Here, Plaintiff alleges that Defendants promised Plaintiff the PIP process would be fair, Plaintiff reasonably relied on that promise, and Plaintiff lost out on the severance Defendants offered. (Complaint, ¶¶ 154-157.) However, the facts in the Complaint do not sufficiently allege a clear and unambiguous promise such that the court can determine the scope of Amazon’s duty. Plaintiff argues that Amazon made “clear and definite promises to Plaintiff, including through the written Performance Improvement Plan, appeal rules, and related communications, that the Improve Plan and appeal process were fair, rule governed opportunities to evaluate performance and to correct materially improper assessments through neutral review.” (Complaint, ¶ 154.)

Plaintiff states that Defendants presented Plaintiff with the option to either sign a severance agreement in exchange for $31,262 in severance or enter an “[Performance] Improve[ment] Plan.” (Complaint, ¶ 21.) The PIP represented that if Plaintiff met expectations, he would be removed from the PIP, and if not, he could appeal the manager’s assessment through a structured appeal process. (Complaint, ¶ 23.) These facts do not sufficiently state a claim that Amazon clearly and unambiguously promised Plaintiff “fair, rule governed opportunities to evaluate performance and to correct materially improper assessments through neutral review.” (Complaint, ¶ 154.)

Defendants’ demurrer to Plaintiff’s seventh cause of action for promissory estoppel is SUSTAINED, WITH 30 DAYS’ LEAVE TO AMEND. (See Tarrar Enterprises, Inc. v. Associated Indemnity Corp., supra, 83 Cal.App.5th at p. 689.)

III. CONCLUSION

Defendants’ demurrer is SUSTAINED as to all causes of action, WITH 30 DAYS’ LEAVE TO AMEND.

The court will prepare the Order.

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