No. 20-40462
2
Insurance Company (“ANICO”). We agree with the district court that the
Sarbanes-Oxley Act (“the Act”) only protects an employee against
retaliation by his employer. Because Moody was not an employee of ANICO,
the district court correctly concluded that Moody failed to state a claim for
whistleblower retaliation. We AFFIRM.
I. BACKGROUND
Moody is the owner and president of Moody Insurance Group
(“MIG”), an insurance agency, which had a contract with ANICO to sell its
insurance products. Under the agreement, MIG or its officers or employees
“serve[d] as agent or producer offering insurance products of [ANICO] or
its subsidiaries for sale.” Moody individually was not a party to the contract.
Under the terms of the agreement, either MIG or ANICO could terminate
the agreement at any time, with or without cause.
In December 2018, Moody filed a whistleblower complaint with the
Occupational Safety and Health Administration (“OSHA”) under the Act.
Moody asserted that ANICO had retaliated against him by terminating
MIG’s contract. After the OSHA failed to render a decision on his complaint
within 180 days, he filed suit in district court, as permitted by 18 U.S.C.
§ 1514A(b)(1)(B). In his complaint, Moody again asserted that MIG’s
contract with ANICO was wrongfully terminated after Moody charged
ANICO’s officers and board members with violating SEC regulations.
Moody asserts that ANICO’s cancellation of MIG’s contract in retaliation
for these charges violated the Sarbanes-Oxley whistleblower-protection
provision.
ANICO filed a motion to dismiss in response to Moody’s complaint,
arguing that Moody was not a covered employee under § 1514A. ANICO
asserts that the Act only prohibits a publicly traded company, “or any officer,
employee, contractor, subcontractor, or agent of such company” from
Case: 20-40462 Document: 00515725433 Page: 2 Date Filed: 01/29/2021