Rotter v. Vision & Beyond Group LLC et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
SAMUEL M. ROTTER,
Plaintiff,
v.
VISION & BEYOND GROUP LLC,
et al.,
Defendants.
Case No. 1:25-cv-548
JUDGE DOUGLAS R. COLE
OPINION AND ORDER
This case involves an employment dispute, or maybe more accurately a non-
employment dispute. Plaintiff Samuel M. Rotter alleges that Vision & Beyond Group
LLC (V&B) hired him but then reneged on his employment contract three days before
his start date. (Compl., Doc. 1, #2). The other Defendants are the individuals with
whom Rotter dealt during the hiring process. (Id. at #5). V&B and its alleged co-
founders, Defendants Stanislav Grinberg and Peter Gizunterman, failed to respond
to this suit. But the other individual Defendants (movant-Defendants) have each
moved to dismiss. (Docs. 7, 8, 40). For the reasons below, the Court GRANTS those
motions, (Docs. 7, 8, 40), and DISMISSES Donald Feathers, Cheryl Walters, and
David Mizrachi as Defendants.
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BACKGROUND1
Rotter was first contacted about potential employment with V&B in May 2021.
(Doc. 1, #7). At the time, he worked at MMS Group, a company providing property
management and related services. (Id.). Working there for the past fourteen years,
Rotter had served both as MMS Group’s Chief Operating Officer and its Chief
Financial Officer, managing a residential real estate portfolio worth billions of
dollars. (Id.). Rotter was not seeking to leave MMS Group, as he was highly
compensated in his roles. (Id.). Indeed, he earned approximately two million dollars
over the previous five years, plus an equity stake. (Id.). However, when a recruiting
firm contacted Rotter about an open position with V&B, the company promised a
substantial raise—so he listened. (Id. at #8).
“Over the next several months, Rotter regularly communicated with V&B and
its agents numerous times, including during a full day of in-person interviews in
Cincinnati, Ohio on June 21, 2021.” (Id.). There, Rotter met with Defendants
Grinberg, Gizunterman, Feathers, and Mizrachi. (Id.). During that meeting, he
questioned 	them 	as 	to 	whether 	V&B 	had 	sufficient 	funding 	to 	afford 	the
compensation it was offering. (Id.). According to Rotter, Defendants Grinberg and
Mizrachi assured Rotter that V&B could afford Rotter’s compensation. (Id.). Indeed,
they stated that the company had sixty million dollars in available funds. (Id.).
1 Because this matter is before the Court on Defendants’ motions to dismiss, the Court must
accept the well-pleaded allegations in the Complaint as true. Bassett v. Nat’l Collegiate
Athletic Ass’n, 528 F.3d 426, 430 (6th Cir. 2008). So while the Court relies on the Complaint’s
allegations to recount the case’s background, it reminds the reader that they are just that—
allegations.
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Defendant Feathers participated in those discussions and did not correct that
representation. (Id. at #9).
V&B offered Rotter a job two weeks later. (Id.). After some negotiation, the
parties agreed on compensation. (Id.). But Rotter communicated to V&B that he
would not give notice to MMS Group until he had a signed employment agreement.
(Id.). On that score, the parties traded drafts from July through September. (Id.).
They ultimately executed the final agreement on September 22, 2021. (Id. at #9–10).
V&B confirmed Rotter’s start date as November 1, 2021, and he began making
preparations for the new role. (Id. at #10–11). As part of his onboarding, he prepared
to work in Cincinnati for his first ninety days of employment. (Id.). When he discussed
those travel arrangements with Defendant Walters, she “responded to this news with
enthusiastic approval.” (Id. at #11).
But things took a turn on October 27, 2021. (Id.). Defendant Grinberg called
Rotter 	and 	stated 	that 	“V&B 	would 	not 	go 	through 	with 	Rotter’s 	impending
employment because V&B was in financial trouble.” (Id.). During that call, Grinberg
shared that “V&B knew about the financial trouble in August 2021 but had been
trying to ‘work it out’ and were continuing to do so.” (Id.). Despite this being the first
Rotter heard of any financial troubles, he “offered to defer his salary until V&B was
able to resolve its financial problems, which Grinberg indicated should occur in
February or March 2022.” (Id. at #12). V&B never responded to that proposal; instead
it offered Rotter $25,000 in exchange for a full release, an offer that Rotter declined.
(Id.). Finally, Grinberg emailed Rotter a notice of termination on December 16, 2021.
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(Id.). As a result, Rotter was unemployed and without income for a full year, from
October 22, 2021, through October 30, 2022. (Id. at #14). During that time, he lost
over $400,000 in compensation that he would have received from his previous
employer. (Id.).
Under the terms of his employment agreement, Rotter initiated arbitration
proceedings on April 11, 2022, against V&B.2 (Id.). On March 20, 2024, the arbitrator
awarded 	Rotter 	a 	total 	of 	$560,547.84, 	finding 	that 	V&B 	had 	violated 	the
Pennsylvania Wage Payment and Collection Law (“WPCL”). (Id. at #15). To this day,
V&B has refused to pay. (Id.). While Rotter continues to “pursue collection of the
Arbitration award,” he “files this action in the meantime to pursue wage payment
from V&B officers and agents,” as well as further damages. (Id.). So, he brings a claim
for (1) a violation of the WPCL against all individual Defendants, and (2) a claim for
fraudulent or negligent misrepresentation and concealment against all Defendants
except Cheryl Walters. (Id. at #15–22).
Since he filed his Complaint, this matter has taken some further twists and
turns. Rotter first sued in his home district, the Eastern District of Pennsylvania.
(Doc. 1). He initially served only Defendants Walters and Feathers, (Docs. 4, 5), who
each separately moved to dismiss, (Docs. 7, 8). Among other things, they argued that
jurisdiction and venue did not lie in the Eastern District of Pennsylvania. (Doc. 7,
2 While Rotter initially named all of the individual Defendants in the Arbitration, he “agreed
to dismiss them without prejudice pursuant to [a] Litigation Agreement, which include[d] a
tolling agreement covering the claims asserted herein that d[id] not begin to run until an
award in Arbitration [wa]s collected.” (Doc. 1, #14–15).
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#44; Doc. 8, #103 (incorporating Feathers’ jurisdiction and venue arguments)). While
those motions were pending, Rotter also managed to serve Mizrachi. (Doc. 19). He did
so on July 30, 2025—over five months after the suit began. (Id.). But the same week
he accomplished service, the assigned judge responded to Feathers and Walters’
motions by transferring the suit to this Court. (Doc. 20). In doing so, though, the judge
did not rule on the rest of their motions to dismiss. (Id.). Then, when Mizrachi failed
to appear in this Court, Rotter applied for default against him, which the Clerk
entered five days later. (Docs. 22, 24). Ten days after that, Mizrachi appeared and
moved the Court to set aside the default (and any resulting judgment) against him,
(Doc. 25), which the Court granted, (Doc. 36).3 Mizrachi subsequently filed his own
Motion to Dismiss (Doc. 40). That motion is now also ripe, so the Court addresses all
three pending motions to dismiss, (Docs. 7, 8, 40).
LEGAL STANDARD
To survive a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6),
a “complaint must present sufficient facts to ‘state a claim to relief that is plausible
on its face.’” Robbins v. New Cingular Wireless PCS, LLC, 854 F.3d 315, 319 (6th Cir.
2017) (quoting 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
3 Rotter also moved the Court for “leave to file under seal portions of certain documents to be
cited in [his] motion for default judgement against Defendant David Mizrachi.” (Doc. 30, #78).
Because the Court set aside that default, (see Order, Doc. 36), and is now dismissing Mizrachi
as a defendant, the Court also denies Rotter’s motion as moot.
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alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted). In assessing
plausibility, the Court “construe[s] the complaint in the light most favorable to the
plaintiff.” Bassett, 528 F.3d at 430.
A court analyzing a motion to dismiss under Rule 12(b)(6) generally must
confine its review to the pleadings. Armengau v. Cline, 7 F. App’x 336, 343 (6th Cir.
2001). That said, the Sixth Circuit has “taken a liberal view of what matters fall
within the pleadings for purposes of Rule 12(b)(6). If referred to in a complaint and
central to the claim, documents attached to a motion to dismiss form part of the
pleadings.” Id. at 344.
Typically, at the motion-to-dismiss stage, a plaintiff need only plead sufficient
facts to create a plausible inference it can eventually prove all the required elements.
See Fed R. Civ. P. 8(a). But when a plaintiff’s claim sounds in fraud, the plaintiff must
also satisfy Federal Rule of Civil Procedure 9(b) to survive a motion to dismiss. Rule
9(b) requires that, “in any complaint averring fraud or mistake, ‘the circumstances
constituting fraud or mistake shall be stated with particularity.’” Yuhasz v. Brush
Wellman, Inc., 341 F.3d 559, 563 (6th Cir. 2003) (quoting Fed. R. Civ. P. 9(b)).4 The
requirement 	“reflects 	the 	rulemakers’ 	additional 	understanding 	that, 	in 	cases
4 The Court notes that the text of Rule 9 was altered in the 2007 amendments to the Federal
Rules of Civil Procedure. Contrast Yuhasz, 341 F.3d at 563 (quoting the then-current version
of Rule 9(b) as requiring that “the circumstances constituting fraud or mistake shall be stated
with particularity”), with Fed. R. Civ. P. 9(b) (“In alleging fraud or mistake, a party must
state with particularity the circumstances constituting fraud or mistake.”). As the committee
note provides, however, these “changes are intended to be stylistic only.” Fed. R. Civ. P. 9
advisory committee’s note to 2007 amendment. Thus, although the text that Yuhasz quotes
is no longer operative, the content of the norm that the text expresses still controls the
analysis here.
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involving fraud and mistake, a more specific form of notice is necessary to permit a
defendant to draft a responsive pleading.” In re EveryWare Glob., Inc. Secs. Litig., 175
F. Supp. 3d 837, 849 (S.D. Ohio 2016) (quoting United States ex rel. SNAPP, Inc. v.
Ford Motor Co., 532 F.3d 496, 504 (6th Cir. 2008)).
LAW AND ANALYSIS
Rotter presses two claims against the movant-Defendants. The first is a claim
under the Pennsylvania Wage Payment and Collection Law (WPCL). (Doc. 1, #15–
20). The second is a combined fraud/negligent misrepresentation/concealment claim.
(Id. at #20–23). The Court discusses them in that order, but concludes he adequately
pleads neither.
A. 	Rotter Fails to Plead that Any of the Three Movant-Defendants Played
an Active Role in Withholding his Wages.
“The WPCL was enacted to provide employees a means of enforcing payment
of 	wages 	and 	compensation 	withheld 	by 	an 	employer.” 	Ely 	v. 	Susquehanna
Aquacultures, Inc., 130 A.3d 6, 13 (Pa. Super. Ct. 2015) (quoting Voracek v. Crown
Castle USA Inc., 907 A.2d 1105, 1109 (Pa. Super. Ct. 2006)). But “[t]o hold an ‘agent
or officer’ personally liable for unpaid wages, ‘evidence of an active role in decision
making is required.’” Int’l Ass’n of Theatrical Stage Emps., Loc. Union No. 3 v. Mid-
Atl. Promotions, Inc., 856 A.2d 102, 105 (Pa. Super. Ct. 2004) (quoting Mohney v.
McClure, 568 A.2d 682, 686 (Pa. Super. Ct. 1990), affirmed, 604 A.2d 1021 (Pa. 1992)).
And “Defendants [d]o not incur liability merely by sitting on [a] Board of Directors
or … Compensation Committee”; they must be “active decision-makers in causing
[V&B] to deny” Rotter’s wages. Molinaro v. Akrion, Inc., No. 2009-C-0230, 2010 Pa.
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Dist. & Cnty. Dec. LEXIS 335, at *22 (Pa. Com. Pl. (Lehigh Cnty.) Oct. 6, 2010). So,
for Rotter to state a claim under the WPCL against the individual Defendants, he
“ha[s] to show [that they were] actively involved in corporate policy-making, such as
corporate 	decision-making 	or 	corporate 	advisement 	on 	matters 	of 	pay 	or
compensation.” Loc. Union No. 3, 856 A.2d at 106. Or at least, here at the pleading
stage, Rotter must provide factual allegations giving rise to a reasonable inference
that was the case.
Rotter falls short. He fails to plausibly allege that any of the three movant-
Defendants played an active role in denying him his wages, or even that they were
involved in decision-making at V&B in a general sense. Sure, he alleges that
Defendants Feathers and Mizrachi were members of the board5 and participated in
Rotter’s June interview. (Doc. 1, #5, 8–9). But that only supports an inference that
they played some role in hiring him, not that they played a role in terminating his
employment. The claim is even weaker as to Defendant Walters. True, she was Vice
President of Human Resources, but Rotter alleges exactly one interaction with her—
discussing his travel arrangements regarding his start date. (Id. at #10–11). And
despite Rotter’s wishes, the Court cannot infer liability based on her title as “the top
5 Feather’s Motion to Dismiss contests that he was a “board member, officer or agent,” instead
claiming that he was simply an independent contractor hired by V&B for advisory duties.
(Doc. 7-2, #64–65; Consulting Agreement, Doc. 7-5, #96–98). Rotter, in his response, points
to these listed duties as evidence of Feather’s active role. (Doc. 9, #122–23). Similarly,
Mizrachi’s Motion to Dismiss cited and attached his agreement with V&B. (Doc. 40-1, #389;
Advisory Board Agreement, Doc. 40-4, #417–20). And Rotter’s response discussed that
agreement, as well as additional testimony from the arbitration proceedings. (Doc. 45, #450–
53). Because this matter is at the motion to dismiss stage, the Court confines its analysis to
the facts alleged in the Complaint.
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human resources executive” and no other pled facts. (Plf.’s Resp., Doc. 12, #217). So,
Rotter’s WPCL claim is dismissed as to all three movant-Defendants.
B. 	Rotter Fails to Plausibly Allege that Defendants Donald Feathers or
David Mizrachi Made a False Misrepresentation or Omission.
Rotter’s second count attempts to shoehorn several fraud-based claims into
one—all based on the assurance that V&B could afford Rotter’s compensation
allegedly made at the June 21, 2021, meeting, or on Defendants’ failure to later
correct 	that 	assurance. 	(Doc. 	1, 	#20–22). 	Under 	Pennsylvania 	law, 	fraudulent
misrepresentation requires the plaintiff to prove six elements:
(1) a representation; (2) that is material to the transaction at issue;
(3) made falsely, with knowledge of its falsity or reckless disregard as to
whether it is true or false; (4) with the intent to mislead another person
into relying on it; (5) justifiable reliance; and (6) an injury proximately
caused by the reliance.
Alana Healthcare, LLC v. Cigna Corp. Servs., LLC, No. 20-4628, 2021 WL 6063127,
at *3 (E.D. Pa. Dec. 22, 2021) (quoting Gregg v. Amirprise Fin., Inc., 245 A.3d 637,
645–46 (Pa. 2021)). Fraudulent concealment requires the same, except instead of a
representation, there must be a material omission. Id. at *4 (citation omitted).
“However, mere silence does not constitute concealment sufficient for a finding of
fraud if there is no duty to speak.” Lemons v. Meguerian, No. 21-1737, 2022 WL
1289128, at *4 (E.D. Pa. Apr. 29, 2022) (citing Wilson v. Donegal Mut. Ins. Co., 598
A.2d 1310, 1316 (Pa. Super. Ct. 1991)). That also holds true as to a negligent omission.
Snider v. Wolfington Body Co., Inc., No. 16-02843, 2016 WL 6071359, at *10 (E.D. Pa.
Oct. 17, 2016) (citations omitted).
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Start 	with 	the 	misrepresentation 	claims. 	Rotter 	points 	to 	only 	one
representation made by any Defendant: Grinberg and Mizrachi’s assurance at the
June 21, 2021, meeting that V&B had $60 million in available funds and so could
afford his compensation. (Doc. 1, #20). But Rotter nowhere pleads facts suggesting
that Grinberg or Mizrachi knew that statement was false at the time. To the contrary,
he alleges that V&B learned about its financial problems in August, some two months
later. (Id.). So he fails to adequately plead the basic knowledge element of fraud, let
alone the more exacting requirements that Federal Civil Rule of Procedure 9(b)
imposes. Nor does Rotter plead any facts sustaining a negligent misrepresentation
claim—for example, facts suggesting how Defendants failed to reasonably investigate
the facts behind their assurance. See Bortz v. Noon, 729 A.2d 555, 561 (Pa. 1999)
(“The 	elements 	of 	negligent 	misrepresentation 	differ 	from 	intentional
misrepresentation in that the misrepresentation must concern a material fact and
the speaker need not know his or her words are untrue, but must have failed to make
a reasonable investigation of the truth of these words.”).
Rotter’s potential fraudulent or negligent concealment claims fare no better.
Both claims are premised on Defendants failing to alert Rotter to the company’s
financial troubles once discovered. Aside from the fact that Rotter fails to plead when
or if the movant-Defendants actually knew of the troubles, those claims require each
of the Defendants to have some duty to disclose. So while he states that no V&B
employees “remotely hinted that V&B was experiencing any financial distress at any
time prior to October 27, 2021,” that is not enough. (Doc. 1, #21). Rather, he needs to
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point to facts suggesting some special relationship with one or more of the movant-
Defendants that would create a duty as a matter of law. See, e.g., Brown v. Johnson
& Johnson, 64 F. Supp. 3d 717, 725 (E.D. Pa. 2014) (holding that the plaintiffs were
required to show that the defendants “had a fiduciary duty to disclose the fact” at
issue); 	Smith 	v. 	Renaut, 	564 	A.2d 	188, 	192 	(Pa. 	Super. 	Ct. 	1989) 	(“Under
Pennsylvania law, a seller has an affirmative duty to disclose a known termite
infestation.”). It is unclear what duty Rotter even thinks he was owed, let alone what
the source of that duty may have been. So, the Complaint fails to state a claim against
either Feathers or Mizrachi based on the alleged concealment of V&B’s financial
troubles.
Accordingly, because Rotter fails to state a claim as to any of the three movant-
Defendants, the Court grants their respective motions to dismiss. (Docs. 7, 8, 40).6
CONCLUSION
For those reasons, the Court GRANTS the Motions to Dismiss filed by
Defendants Feathers, Walters, and Mizrachi (Docs. 7, 8, 40) and DISMISSES all
claims against those Defendants. But because Rotter potentially could cure the above-
identified defects through additional factual pleading, and because he requested an
opportunity to replead, citing potential additional facts (see, e.g., Doc. 12, #219–20),
the Court dismisses the action WITHOUT PREJUDICE. See Salazar v. Paramount
6 Because the Court is dismissing all claims against these three Defendants, it declines to
weigh in on whether the Statute of Limitations has passed (as Defendants claim), or whether
the Tolling Agreement entered into by the parties applies (as Rotter claims). (See, e.g., Doc.
40-1, #394–97; Doc. 40-3, #404).
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Global, 133 F.4th 642, 653 (6th Cir. 2025). Rotter shall have until April 7, 2026, in
which to move for leave to file an Amended Complaint addressing the noted defects,
if he can, and attaching the proposed Amended Complaint. The Court also DENIES
as MOOT Plaintiff Rotter’s Motion to File Documents Under Seal (Doc. 30).
SO ORDERED.
March 1, 2026
DATE 	DOUGLAS R. COLE
UNITED STATES DISTRICT JUDGE
ents Under S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	S	Seal (Doc. 30).
LAS R. COLE
ED STATES DISTRICT JUD	U	U	U	U	U	U	U	U	U	U	U	UD	U	UD	U	U	U	U	U	U	U	U	U	U	UD	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	U	UD	U	U	U	U	U	U	U	U	UD	U	U	U	U	U	UD	U	U	U	U	U	U	U	UD	U	U	U	U	U	U	U	U	UD	U	U	U	U	U	U	UD	U	U	U	UD	U	U	U	U	U	U	U	U	U	U	UD	UD	U	U	U	U	UD	U	U	U	U	UD	UD	UD	U	U	U	U	U	UD	D	U
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