United States District Court, E.D. Michigan, Southern Division
ORDER GRANTING DEFENDANT'S MOTION TO DISMISS
COUNT I (document no. 8) AND DISMISSING THE
STEPHEN J. MURPHY, III United States District Judge
Douglas Deykes filed a complaint against his former employer,
Defendant Cooper-Standard Automotive, Inc. Deykes alleged
that Cooper-Standard terminated him from employment in
violation of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and Michigan's Elliot-Larsen Civil Rights
Act. Cooper-Standard filed a motion to dismiss the Dodd-Frank
claim. For the reasons below, the Court will grant the motion
and dismiss the case.
hired Douglas Deykes in March 2005. Compl. ¶ 14, ECF No.
1. He served as the Director of Internal Audit, and within a
few years, he was promoted to Vice President of Internal
Audit and Compliance. Id. ¶¶ 14-15. Among
other responsibilities, Deykes ensured that the company
complied with governmental financial regulations set forth in
the Sarbanes-Oxley Act. Id. ¶ 16.
alleges the following: in late April or early May of 2015, a
Cooper-Standard employee reported a suspicious corporate
financial account to Deykes. Id. ¶¶ 19-20.
The account was located in China and named "public
relation expenses." Id. ¶ 19. The employee
gave Deykes a list of questionable payments made from the
account. Id. ¶ 20. Based on the information,
Deykes conducted an investigation into the account.
Id. ¶ 21. He discovered that
Cooper-Standard's quality group in China used the account
to provide illegal payoffs to Chinese government officials.
Id. Deykes promptly notified the CFO of
Cooper-Standard, Matthew Hardt, and the Cooper-Standard
general counsel of the payments. Id. ¶ 22.
Additionally, Deykes expressed his concern to Hardt and the
general counsel that the payments to Chinese officials
violated the Foreign Corrupt Practices Act, 15 U.S.C. §
78dd. Id. ¶ 23. On September 3, 2015, Hardt
fired Deykes, who then filed this suit for wrongful
termination. Id. ¶ 29. Cooper-Standard's
motion to dismiss followed.
Rule 12(b)(6) provides for dismissal of a complaint for
failure to state a claim upon which relief can be granted.
Fed.R.Civ.P. 12(b)(6). The Court may only grant a 12(b)(6)
motion to dismiss if the allegations are not "sufficient
'to raise a right to relief above the speculative level,
' and to 'state a claim to relief that is plausible
on its face.'" Hensley Mfg. v. ProPride,
Inc., 579 F.3d 603, 609 (6th Cir. 2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570
(2007)). In evaluating the motion, the Court presumes the
truth of all well-pled factual assertions. Bishop v.
Lucent Techs., 520 F.3d 516, 519 (6th Cir. 2008).
Moreover, the Court must draw every reasonable inference in
favor of the non-moving party. Dubay v. Wells, 506
F.3d 422, 427 (6th Cir. 2007). But "the tenet that a
court must accept as true all of the allegations contained in
a complaint is inapplicable to legal conclusions."
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). If
"a cause of action fails as a matter of law, regardless
of whether the plaintiff's factual allegations are true
or not, " then the Court must grant dismissal.
Winnett v. Caterpillar, Inc., 553 F.3d 1000, 1005
(6th Cir. 2009).
claims that the anti-retaliation provisions of the Dodd-Frank
Act provide him with a cause of action against his former
employer. To determine whether the Act imposes liability on
Cooper-Standard, the Court begins, "[a]s with any
question of statutory interpretation" with the
"language of the statute itself." Brilliance
Audio, Inc. v. Haights Cross Commc'ns, Inc., 474
F.3d 365, 371 (6th Cir. 2007). "If the language of the
statute is clear, then the inquiry is complete, and the court
should look no further." Id. "Only if the
statute is inescapably ambiguous" will the Court look to
other sources, like "interpretations by other courts,
legislative history, policy rationales, and the context in
which the statute was passed" to discern the legislative
meaning. Id. (quotations omitted).
The Statute's Definition of
Dodd-Frank Act provides a private right of action to a
"whistleblower" fired in retaliation for a
protected act. The Act provides "only one definition of
a whistleblower, and it is found in the definition
section." Verble v. Morgan Stanley Smith Barney,
LLC, 148 F.Supp.3d 644, 653 (E.D. Tenn. 2015) (holding
that an employee who assisted an FBI investigation of a
securities violation is not protected by the Dodd-Frank Act).
"The term 'whistleblower' means any individual
who provides . . . information relating to a violation of the
securities laws to the Commission, in a manner established,
by rule or regulation, by the Commission." 15 U.S.C.
§ 78u-6(a). And when a "statute's definitional
section says a word 'means' something, the clear
import is that this is the only meaning."
Antonin Scalia & Bryan A. Garner, Reading Law: The
Interpretation of Legal Texts 226 (1st ed. 2012).
Therefore, "[r]eporting to the SEC is the precondition
that triggers the anti-retaliation protections of the
statute." Verfuerth v. Orion Energy Sys., Inc.,
65 F.Supp.3d 640, 645 (E.D. Wis. 2014) (holding that
Dodd-Frank anti-retaliation provisions do not apply to an
employee who reported internally, but not to the SEC).
Deykes alleges that he made a report of a suspected violation
of the Foreign Corrupt Practices Act. Compl. ¶ 22-23,
ECF No. 1. But he alleges that he made the report internally,
to Cooper-Standard's CFO and general counsel.
Id. Deykes does not allege that he reported anything
to the SEC.
statutory language unambiguously defines "who is
protected" by the Act: the anti-retaliation protections
of the Act only apply to a person who reports a suspected
securities violation "to the Commission." Asadi
v. G.E. Energy (USA), L.L.C., 720 F.3d 620, 625 (5th
Cir. 2013). A person who reports to anyone else - the FBI or
a Board of Directors for example - falls outside the
Act's definition of whistleblower. Verble, 148
F.Supp.3d at 656; Verfuerth, 65 F.Supp.3d at 646.
Thus, Deykes does not meet the statutory definition of a
whistleblower because he did not report "to the
Commission." He is not protected by the Dodd-Frank Act,
and his claim fails as a matter of law.
Deykes's Definition of ...