Non-Exhaustive Duties Clauses Foreclose Extra-Compensation and Quasi-Contract Claims; Promissory Estoppel Requires Unconscionable Injury — Holman v. St. John's Episcopal Hospital (2d Dept. 2025)

Introduction

In Holman v. St. John's Episcopal Hospital, 2025 NY Slip Op 04884 (App Div, 2d Dept, Sept. 10, 2025), the Second Department affirmed the dismissal, at the pleading stage, of an employee-physician’s claims for breach of contract, unjust enrichment, fraudulent inducement, promissory estoppel, and unlawful retaliation against her former employer, St. John’s Episcopal Hospital. The case centers on an asserted promise of promotion to Department Chair of OB/GYN and the plaintiff’s alleged performance of additional duties without additional compensation, set against the backdrop of an employment agreement that expressly stated that the listed responsibilities and duties were “not to be construed as an exhaustive list.”

The decision reinforces three core pleading and substantive rules in New York:

• An employment contract that includes a non-exhaustive duties clause can defeat claims for extra compensation for additional tasks, absent a specific contractual term providing for such pay.
• Unjust enrichment and other quasi-contract theories will not lie where the contract covers the field and equity is not offended by the employer’s retention of the benefit.
• Promissory estoppel is narrowly available and requires allegations of an “unconscionable” injury; fraudulent inducement must be pleaded with particularity and cannot be predicated on a mere promise of future promotion.

The parties were: plaintiff-appellant Dr. Anita Holman, an attending physician and residency program director in OB/GYN; and defendant-respondent St. John’s Episcopal Hospital. The appeal followed a resettled order by the Supreme Court, Queens County (Buggs, J.), granting the hospital’s CPLR 3211(a)(7) motion to dismiss.

Summary of the Opinion

The Appellate Division, Second Department, affirmed dismissal of the plaintiff’s:

• Breach of contract claim — because the amended complaint did not identify any contractual provision entitling the plaintiff to additional compensation for additional duties and because the contract’s non-exhaustive duties clause encompassed such tasks.
• Unjust enrichment claim — because the complaint did not plausibly allege that equity and good conscience required compensation for voluntarily assumed duties within the scope of a non-exhaustive job description.
• Fraudulent inducement claim — because the complaint did not allege with particularity a knowing misrepresentation of a material present fact, as required by CPLR 3016(b).
• Promissory estoppel claim — because the complaint did not allege an unconscionable injury.
• Unlawful retaliation claim — because it was inadequately pleaded.

Procedurally, the court also deemed, on its own motion, a premature notice of appeal to be taken from the resettled order under CPLR 5520(c), preserving appellate jurisdiction.

Detailed Analysis

1) Pleading Standard Under CPLR 3211(a)(7)

The court restated foundational rules for a 3211(a)(7) motion to dismiss:

• Complaints are liberally construed; facts alleged are accepted as true; plaintiffs receive every favorable inference.
• Bare legal conclusions are disregarded; factual allegations must support each element of the claim.
• Dismissal is warranted where the allegations do not manifest an enforceable right of recovery from the four corners of the pleading.

Cited authorities included Rigwan v. Neus; Elow v. Svenningsen; Guggenheimer v. Ginzburg; Abbas v. Richmond Univ. Med. Ctr.; Simkin v. Blank; Barbetta v. NBCUniversal Media, LLC; Connaughton v. Chipotle Mexican Grill, Inc.; and others. These authorities anchored the court’s insistence on element-by-element factual pleading at the outset of litigation.

2) Breach of Contract — The Force of a Non-Exhaustive Duties Clause

The essential elements — contract, plaintiff’s performance, defendant’s breach, and damages — are familiar. The decisive pleading defect here was twofold:

• The amended complaint did not identify the specific contract provision allegedly breached, a well-settled requirement in New York practice.
• The employment contract explicitly provided that the enumerated duties “are not to be construed as an exhaustive list of all responsibilities and duties of the Physician.”

Against that language, the plaintiff’s claim that extra tasks (allegedly taken on in expectation of promotion) triggered a contractual right to extra pay was untenable without a clear contractual term requiring such compensation. The Second Department cited, among others, 1470 39th St., LLC v. Goldberg; Ripa v. Petrosyants; NFA Group v. Lotus Research, Inc.; Barker v. Time Warner Cable, Inc.; and Pierce Coach Line, Inc. v. Port Washington UFSD to underscore the rule that a plaintiff must pin the alleged breach to a particular, enforceable provision.

Practical significance: A non-exhaustive duties clause is a potent shield. Where the contract says duties are not exhaustive and contains no promise of supplemental compensation for incremental duties, breach claims premised on “extra work” will likely fail at the pleading stage unless a specific pay entitlement is identified.

3) Unjust Enrichment — Equity Does Not Supply Pay for Voluntary Extra Duties Within the Contract’s Scope

Unjust enrichment is a quasi-contract remedy aimed at preventing inequitable retention of a benefit in the absence of an actual agreement. The court emphasized the core inquiry: whether equity and good conscience preclude the defendant’s retention of the benefit.

Here, the plaintiff’s voluntary assumption of additional duties could not support unjust enrichment because her contract expressly anticipated tasks beyond the enumerated list. In other words, the subject matter — the scope of duties — was governed by the contract’s non-exhaustive clause, and equity was not offended by the hospital’s nonpayment for those additional tasks absent a contractual pay term. The court cited Bedford-Carp Constr., Inc. v. Brooklyn Union Gas Co.; Columbia Mem. Hosp. v. Hinds; Nasca v. Greene; GFRE, Inc. v. U.S. Bank, N.A.; and related authorities.

This tracks the broader New York rule that quasi-contract claims typically do not lie where a valid, enforceable contract covers the subject matter of the dispute. Holman adds a pointed application in the employment context: a non-exhaustive duties clause will usually foreclose unjust enrichment claims grounded in “extra” services.

4) Fraudulent Inducement — No Particularized Present-Fact Misrepresentation

To plead fraudulent inducement, a plaintiff must allege with particularity a knowing misrepresentation of a material present fact made to induce reliance, causing injury. CPLR 3016(b) requires the circumstances constituting the fraud to be stated in detail.

The complaint did not satisfy these requirements. The alleged “promise” of a future promotion is not a misrepresentation of a present fact; it is a statement about future intent and, without more, is non-actionable in fraud. The Second Department cited Louie’s Seafood Rest., LLC v. Brown; Tsinias Enters. Ltd. v. Taza Grocery, Inc.; Ikezi v. 82nd St. Academics; 651 Bay St., LLC v. Discenza; and Air-Sea Packing Group, Inc. v. Applied Underwriters, Inc.

Practice point: Plaintiffs cannot repackage disappointed expectations of future employment decisions (such as promotions) as fraud without alleging, with specificity, a false present fact or a knowingly false present intent not to perform, supported by detailed factual circumstances.

5) Promissory Estoppel — The Unconscionable Injury Threshold

The court held the promissory estoppel claim deficient because the complaint did not allege “unconscionable” injury. Citing Del Vecchio v. Gangi and Martin Greenfield Clothiers, Ltd. v. Brooks Bros. Group, Inc., the Second Department reinforced the narrow availability of promissory estoppel in this setting.

Although promissory estoppel traditionally requires a clear and unambiguous promise, reasonable reliance, and injury, New York courts — particularly when promissory estoppel is invoked to circumvent the Statute of Frauds or to transform non-contractual employment assurances into enforceable obligations — often require the heightened showing of unconscionable injury. The panel applied that requirement here. Mere lost wages or the burdens of doing more work, absent more, do not meet that standard.

6) Unlawful Retaliation — Insufficient Pleading

The court affirmed dismissal of the unlawful retaliation cause of action for inadequate pleading, citing Matter of Local 621, S.E.I.U. v. New York City Fire Dept. While the opinion does not specify the statutory basis (e.g., Labor Law or other provisions), the ruling is a reminder that retaliation claims must plead the essential elements with factual detail, typically including:

• Protected activity;
• Employer knowledge of that activity;
• Materially adverse action; and
• A causal connection between the protected activity and the adverse action.

7) Appellate Practice Note — Premature Notice of Appeal

Invoking CPLR 5520(c), the court sua sponte deemed a notice of appeal from an earlier order to be a premature notice of appeal from the resettled order. This routine but important step preserves appellate rights when the order appealed from is later resettled, provided no prejudice ensues.

Precedents Cited and Their Role

• Guggenheimer v. Ginzburg, 43 NY2d 268 (1977) — The bedrock statement of CPLR 3211(a)(7) standards: the “sole criterion” is whether the pleading states any cognizable claim.
• Rigwan v. Neus, 205 AD3d 1062; Elow v. Svenningsen, 58 AD3d 674; New Hackensack Realty, LLC v. Lawrence Dev. Realty, LLC, 226 AD3d 799 — Reinforce liberal construction while distinguishing factual allegations from legal conclusions.
• Abbas v. Richmond Univ. Med. Ctr., 229 AD3d 743; Simkin v. Blank, 19 NY3d 46; Mackey v. Lawrence UFSD, 225 AD3d 683; Barbetta v. NBCUniversal Media, LLC, 227 AD3d 763; Connaughton v. Chipotle Mexican Grill, Inc., 29 NY3d 137; Kefalas v. Pappas, 226 AD3d 757 — Emphasize that conclusory allegations and speculative damages do not state claims.
• 1470 39th St., LLC v. Goldberg, 226 AD3d 853; Ripa v. Petrosyants, 203 AD3d 768; NFA Group v. Lotus Research, Inc., 180 AD3d 1060; Barker v. Time Warner Cable, Inc., 83 AD3d 750; Pierce Coach Line, Inc. v. Port Wash. UFSD, 213 AD3d 959 — Demand identification of the specific breached contract provision.
• Columbia Mem. Hosp. v. Hinds, 38 NY3d 253 — The Court of Appeals’ modern articulation of unjust enrichment’s equitable focus, cited here to frame the equity analysis.
• Bedford-Carp Constr., Inc. v. Brooklyn Union Gas Co., 219 AD3d 1293; Nasca v. Greene, 216 AD3d 648; GFRE, Inc. v. U.S. Bank, N.A., 130 AD3d 569 — Applied to hold unjust enrichment unavailable or inapplicable where the contract covers the subject matter or equity does not demand restitution.
• Louie’s Seafood Rest., LLC v. Brown, 199 AD3d 790; Tsinias Enters. Ltd. v. Taza Grocery, Inc., 172 AD3d 1271; Ikezi v. 82nd St. Academics, 221 AD3d 986; 651 Bay St., LLC v. Discenza, 189 AD3d 952; Air-Sea Packing Group, Inc. v. Applied Underwriters, Inc., 228 AD3d 20 — Fraud pleading: a present-fact misrepresentation must be alleged with CPLR 3016(b) particularity; promises about future conduct are generally non-actionable.
• Del Vecchio v. Gangi, 225 AD3d 666; Martin Greenfield Clothiers, Ltd. v. Brooks Bros. Group, Inc., 175 AD3d 636 — Promissory estoppel’s unconscionable injury requirement, especially where used as an end-run around formal contract requirements.
• Matter of Local 621, S.E.I.U. v. New York City Fire Dept., 230 AD3d 1146 — Cited for insufficient retaliation pleading, signaling the need for detailed, element-based allegations.

Legal Reasoning Synthesized

The court’s reasoning is crisp and tightly tethered to settled doctrine:

• The contract controls. Where it anticipates additional duties within the role, and no clause promises incremental pay for such duties, the law will not imply a pay obligation.
• Pleading specificity is paramount. Contract claims require the “which clause” and “how breached” particulars; fraud requires who-what-when-where-how of a present-fact misrepresentation; promissory estoppel requires, at minimum, allegations of injury that approaches unconscionability.
• Equity follows the law. Quasi-contract relief yields when a valid contract speaks to the subject, particularly in employment settings where job descriptions commonly authorize the employer to assign additional tasks.

Impact and Practical Implications

For Employees and Their Counsel

• Extra duties are not extra pay by default. If an employee expects compensation for taking on interim leadership or additional responsibilities, that expectation must be reduced to writing in the employment agreement or a written amendment identifying compensation terms.
• Fraud based on future promotion promises is fragile. Without detailed allegations that the employer misrepresented a present fact or present intent not to perform, fraud claims will be dismissed under CPLR 3016(b).
• Promissory estoppel is a high bar. Allegations should, at the outset, detail an unconscionable injury if the plaintiff aims to enforce a non-contractual promise in the employment context.
• Retaliation claims must be element-driven. Plead the protected activity, the employer’s knowledge, the adverse action, and causal links with non-conclusory facts.

For Employers and Institutional Counsel

• Maintain robust “non-exhaustive duties” clauses in employment agreements and job descriptions; they can be dispositive against claims for extra compensation tied to additional tasks.
• Avoid specific, unconditional promises of promotion or pay adjustments in informal communications; use conditional and forward-looking language subject to formal approvals and written amendments.
• When considering interim assignments, clarify in writing whether the assignment is within the existing role and whether there is, or is not, additional compensation.
• Preserve documentary clarity. Where offers are made and negotiations ensue, written records (including counters and rescissions) can deflate later assertions of reasonable reliance or enforceable promises.

Complex Concepts Simplified

• CPLR 3211(a)(7): A procedural device allowing defendants to test whether the complaint, on its face, states a legally cognizable claim. Courts accept factual allegations as true but disregard bare conclusions.
• Non-exhaustive duties clause: A contractual provision stating that listed responsibilities are illustrative rather than comprehensive. It allows employers to assign additional tasks without breaching the agreement and, absent a contrary clause, without triggering extra pay.
• Unjust enrichment (quasi-contract): An equitable claim to disgorge benefits retained unjustly when no contract governs. If a contract covers the subject matter, courts usually reject unjust enrichment claims.
• Fraudulent inducement: A tort claim requiring a knowingly false statement about a present fact, made to induce reliance. Promises about future events (like promotions) are ordinarily not actionable unless the promisor, at the time, had a present intent not to perform and specific facts support that allegation.
• Promissory estoppel: A backstop theory to enforce promises absent a contract when reliance is reasonable and detrimental. In New York’s commercial/employment context, courts often require showing an “unconscionable” injury — not just ordinary reliance losses — to proceed.
• Unlawful retaliation: Typically requires facts showing protected activity, employer awareness, adverse action, and causation. Conclusory allegations will not suffice.
• CPLR 5520(c) and resettled orders: If an order is later resettled (corrected/clarified), a prematurely filed notice of appeal can be deemed to relate to the resettled order to avoid penalizing a party for procedural timing.

Conclusion

Holman v. St. John’s Episcopal Hospital offers a clear, employment-focused application of New York’s pleading and substantive rules:

• Where an employment contract’s duties are expressly non-exhaustive, employees cannot plead breach or unjust enrichment merely because they performed additional tasks without extra compensation, unless a specific pay provision is identified.
• Fraud claims must allege a particularized misrepresentation of present fact; future promotion promises are insufficient.
• Promissory estoppel remains a narrow avenue, requiring a showing of unconscionable injury at the pleading stage in this context.
• Retaliation claims must allege all elements with factual specificity.

The decision reaffirms a rigorous approach to early dismissal of inadequately pleaded employment disputes, while providing a practical roadmap: contractual clarity on duties and compensation is paramount; quasi-contract and estoppel doctrines will not supply what the contract does not promise; and tort claims premised on aspirational employment statements must satisfy high pleading thresholds.