## Facts

- Ian Fox entered an employment contract with The Lummus Company to work on a construction project in Iraq.
- The contract included a tax-equalization provision requiring Lummus to reduce Fox’s monthly salary by a specified “theoretical tax” amount to equalize after-tax pay among employees of different nationalities.
- Lummus made the contractual deductions, although no governmental authority ever imposed an actual tax on Fox’s wages.
- Fox sued to recover the deducted sums, asserting (1) breach of contract, (2) unjust enrichment, (3) quasi-contract/quantum meruit, and (4) a claim alleging “constant harassment and pressure” intended to induce his resignation, seeking $100,000 for mental and physical suffering.
- Before answering, Lummus moved to dismiss claims 1–3 under Rule 12(b)(6), sought a more definite statement of claim 4 under Rule 12(e), and moved to strike mental-distress allegations and damages under Rule 12(f).

## Issues

1. Whether the complaint stated a breach of contract claim when the agreement expressly authorized the “theoretical tax” salary deductions.
2. Whether unjust enrichment or quasi-contract remedies were available where an express contract governed the same compensation subject matter.
3. Whether the allegation of “constant harassment and pressure” was so vague that a more definite statement was required under Rule 12(e).
4. Whether allegations and a demand for mental-distress damages were improper and subject to being stricken under Rule 12(f) in an employment-contract dispute.

## Decision

- Granted the Rule 12(b)(6) motion and dismissed the breach of contract claim because the deductions were authorized by the contract’s tax-equalization provision.
- Granted the Rule 12(b)(6) motion and dismissed the unjust enrichment and quasi-contract claims because an express contract governed the parties’ compensation arrangement.
- Granted the Rule 12(e) motion and required Fox to plead more specific facts supporting the “harassment and pressure” allegations.
- Granted the Rule 12(f) motion and struck the mental-anguish allegations and the $100,000 request for non-economic damages.

## Legal Principles

- A complaint may be dismissed under Rule 12(b)(6) when, accepting well-pleaded facts as true, the plaintiff cannot state a legally valid claim; a clear contractual term authorizing the challenged conduct defeats a breach theory at the pleading stage.
- Unjust enrichment and quasi-contract are generally unavailable when an enforceable express contract covers the same subject matter.
- Rule 12(e) permits a court to require a more definite statement when allegations are so vague or ambiguous that the opposing party cannot reasonably prepare a response.
- Rule 12(f) allows a court to strike immaterial or legally improper allegations and demands for relief; mental-distress damages are not recoverable as pleaded in an ordinary employment-contract dispute.

## Conclusion

The court held that the employer’s salary deductions were contract-authorized and dismissed Fox’s contract and restitution claims, while allowing the remaining harassment-based claim to proceed only after a more definite statement and without non-economic mental-distress damages.


Fox v. Lummus Co., 525 F. Supp. 27 (S.D.N.Y. 1981)