ORDER DENYING DEFENDANT'S MOTION TO AMEND HIS COUNTERCLAIM

ROBERT S. LASNIK, District Judge.

This matter comes before the Court on "Defendant's Motion for Leave to File Amended Counterclaim Joining an Additional Party." Dkt. # 47. Between April and December 2018, defendant Senyon Teddy Choe was a member of Curevo's Scientific Advisory Board ("SAB"). The relationship was terminated on or about December 5, 2018, and Curevo filed this action seeking a determination that Choe was an independent contractor and therefore has no right to stock options that had not vested at the time of the termination. Choe filed a counterclaim of wrongful termination in violation of public policy, alleging that Curevo terminated him because he had filed a lawsuit in South Korea against Curevo's minority shareholder, Mogam Institute for Biomedical Research ("MIBR"), and because Choe refused to participate in unlawful business practices in his role as director and trustee of MIBR.

Choe seeks leave to amend his answer to add MIBR as a defendant in this matter. The original complaint alleges that:

The proposed complaint adds an assertion of personal jurisdiction over MIBR and alleges that MIBR was his employer and that it wrongfully terminated his employment with Curevo in violation of public policy. Curevo opposes the proposed amendment on the grounds that (1) it is futile and (2) adding MIBR, a foreign corporation that Choe has already sued in South Korea, would improperly allow Choe to pursue litigation against MIBR in two fora, squandering the Court's and the parties' resources and causing prejudice.

Courts "should freely give leave [to amend] when justice so requires." Fed. R. Civ. P. 15(a)(2). There is a "strong policy in favor of allowing amendment" (Kaplan v. Rose, 49 F.3d 1363, 1370 (9th Cir. 1994)), and "[c]ourts may decline to grant leave to amend only if there is strong evidence of undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, or futility of amendment, etc." Sonoma Cty. Ass'n of Retired Employees v. Sonoma Cty., 708 F.3d 1109, 1117 (9th Cir. 2013) (internal quotation marks and alterations omitted). The underlying purpose of Rule 15 is "to facilitate decision on the merits, rather than on the pleadings or technicalities." Lopez v. Smith, 203 F.3d 1122, 1127 (9th Cir. 2000).

(1) Futility

Choe's proposed amended counterclaim raises a plausible inference that the chief executives of Green Cross and MIBR caused Curevo's board to terminate Choe's relationship with Curevo. Simply having a role in bringing about an allegedly wrongful termination is not sufficient to give rise to liability under Washington law, however: the tort of wrongful discharge lies solely against the employer, not against the manager who effectuated the termination, the entity that contracted for the work, or the co-worker whose complaint triggered the termination. See Awana v. Port of Seattle, 121 Wn.App. 429, 431 (2004) ("The question raised here is whether a cause of action for wrongful discharge in violation of public policy lies not just against the employer, but also against an entity with which the employer had a contract for work. We hold it does not."); Jenkins v. Palmer, 116 Wn.App. 671, 677 (2003) (affirming the dismissal of a wrongful discharge claim against a co-worker because the co-worker was not plaintiff's employer); Dahlstrom v. U.S., C16-1874RSL, 2019 WL 1514212, at *3 (W.D. Wash. Apr. 8, 2019) ("The nature of the employment contract as between the employer and the employee suggests that a claim that public policy prevents the termination of the contract runs against the employer, not against co-workers or supervisors who may have been involved in the decision to terminate the employment relationship."). Thus, Choe must allege facts plausibly showing not only that MIBR (or its high-level executives) was causally connected to his termination, but that MIBR was actually his employer.

The relevant allegation in the proposed amendment is conclusory: "Choe was an employee of MIBR." Dkt. # 47-1 at ¶ 35. Although allegations of employment do not often require supporting factual averments, in light of the pleadings in this case, more is necessary to raise a plausible inference of liability for wrongful termination under Washington law. Choe has specifically alleged that Curevo was his employer for purposes of this lawsuit and that MIBR is a minority shareholder of Curevo. The contract at issue relates to services Choe provided to Curevo and the compensation he could expect in return from that entity. Dkt. # 1-1. Choe's describes his employment relationship with MIBR as a temporally and factually distinct episode from his employment relationship with Curevo. According to Choe, his employment with MIBR predated his association with Curevo. When that relationship soured, he sued MIBR for wrongful termination in South Korea. Choe alleges that the disagreements that led to his termination from MIBR and/or his lawsuit against MIBR ultimately poisoned Choe's relationship with Curevo: MIBR's executives put pressure on Curevo's board to bring about his dismissal from Curevo. As discussed above, these allegations suggest that a corporate shareholder orchestrated the termination of Choe's employment with a subsidiary. They do not, however, raise a plausible inference that MIBR was Choe's employer, and the conclusory allegation of employment — absent any supporting facts — does not create such an inference.

Nor has Choe alleged facts that could support an inference that MIBR is Curevo's alter ego, such that MIBR stepped into Curevo's shoes with regards to Curevo's relationship with Choe.

United States v. Bestfoods, 524 U.S. 51, 61-62 (1998) (internal citations omitted) (alterations in original). Choe acknowledges that his termination was effectuated by a vote of Curevo's Board of Directors and has alleged only that the parent's executive officers influenced that decision. The corporate form limits shareholder liability, however (Meisel v. M & N Modern Hydraulic Press Co., 97 Wn.2d 403, 411 (1982)), and disregarding the corporate form, or `piercing the corporate veil,' is an equitable remedy imposed only in exceptional circumstances (Truckweld Equip. Co., Inc. v. Olson, 26 Wn.App. 638, 643-44 (1980)). Choe has not alleged facts suggesting that MIBR or Curevo used the corporate forms to violate or evade a duty they owed Choe or that he will suffer an unjustified loss if he is not able to sue MIBR for the termination of his employment with Curevo. Meisel, 97 Wn.2d at 409-10.

The proposed amendment seeking to hold MIBR liable for Curevo's conduct therefore fails: only an employer can be held liable for wrongful termination in violation of public policy and the proposed allegations do not raise a plausible inference that MIBR stood in Curevo's shoes as his employer.1 Because the proposed amended complaint would be subject to dismissal, the Court finds that the amendment would be futile. Californians for Renewable Energy v. Cal. Pub. Util. Comm'n, 922 F.3d 929, 935 (9th Cir. 2019); Moore v. Kayport Package Exp., Inc., 885 F.2d 531, 538 (9th Cir. 1989).

(2) Prejudice

In the alternative, Curevo argues that Choe should be required to pursue any and all claims it has against MIBR in a single suit, specifically in the wrongful termination case pending in South Korea. That case, however, involves the termination of Choe's employment from MIBR. This case — and the proposed claim — involves liability arising from the termination of Choe's employment from Curevo. Curevo offers no case law or other authority that would prevent Choe from filing a claim against MIBR in this Court if (and only if) he had a viable cause of action against that entity related to his termination from Curevo.

For all of the foregoing reasons, Choe's motion to amend (Dkt. # 47) is DENIED.