The opinion of the court was delivered by: Munson, Senior District Judge.
MEMORANDUM-DECISION AND ORDER
On October 15, 1998, defendant St. Joseph's Hospital Health
Center ("St.Joseph's") entered into a Fee for Service Agreement
("the Agreement") with Computer Motion, Inc. ("CMI"). Pursuant
to the Agreement, CMI provided St. Joseph's with endoscopic
surgical equipment and St. Joseph's agreed to purchase a certain
number of "disposables" per month for use with the equipment.
Paragraph 11 of the Agreement allowed CMI to assign the
Agreement to a third party for financing purposes, subject to
St. Joseph's rights under the Agreement.
St. Joseph's and CMI also executed a Renewal/Conversion
Addendum ("Attachment A"). Attachment A applied to the Agreement
and allowed St. Joseph's, under certain circumstances, to return
the equipment and have no further financial obligations to CMI.
On June 19, 1998, CMI and plaintiff Americorp Financial, Inc.
("Americorp") executed a Vendor Program Agreement accompanied by
Schedule A — Assignment of Rights, Title, and Interest ("the
Assignment"). The Assignment was executed in accordance with
Paragraph 11 of the Agreement and it assigned all rights to
payment under the Agreement to Americorp. Following execution of
the Assignment, St. Joseph's performed its payment obligations
to Americorp for a period of many months.
In March 2001, St. Joseph's ceased making payments under the
Agreement. Upon demand for payment, St. Joseph's informed
Americorp that it had discontinued performance under the
Agreement pursuant to Attachment A. Attachment A provides:
Should St. Joseph's Hospital discontinue offering
endoscopic procedures applicable to the use of AESOP
at the end of the first 24 month payment period of
this Fee for Service Agreement, or should your
Equipment not perform to the standards of its proper
labeling, St. Joseph's Hospital may return the
Equipment and have no further financial obligations
for this Fee for Service Agreement, whatsoever.
On August 13, 2001, Americorp filed suit alleging that St.
Joseph's refusal to continue to pay under the Agreement is an
egregious breach of the contract.
Currently before this court is Defendants' motion to dismiss
the complaint pursuant to Rule 12(b)(6) of the Federal Rules of
Civil Procedure on the ground that it fails to state a claim
upon which relief can be granted. Plaintiff has entered
opposition to this motion.
1. Rule 12(b)(6) Standard
A dismissal under Rule 12(b)(6) of the Federal Rules of Civil
Procedure is a dismissal on the merits of the action, a
determination that the facts alleged in the complaint fail to
state a claim upon which relief
may be granted. See Teltronics Services, Inc. v. LM Ericsson
Telecommunications, Inc., 642 F.2d 31, 34 (2d Cir. 1981). Such
a dismissal is appropriate where "it appears beyond doubt that
the plaintiff can prove no set of facts in support of [its]
claim which would entitle [it] to relief." Harris v. City of
New York, 186 F.3d 243, 247 (2d Cir. 1999). Therefore, the
issue before the court on such a motion "is not whether a
plaintiff will ultimately prevail but whether the claimant is
entitled to offer evidence to support the claims." King v.
Simpson, 189 F.3d 284, 287 (2d Cir. 1999). "The task of the
court in ruling on a Rule 12(b)(6) motion is merely to assess
the legal feasibility of the complaint, not to assay the weight
of the evidence which might be offered in support thereof."
Cooper v. Parsky, 140 F.3d 433, 440 (2d Cir. 1998) (internal
quotations omitted). Accordingly, in order to decide a
Rule 12(b)(6) motion, the court must accept as true all of the
allegations in the complaint and all reasonable inferences that
can be drawn therefrom, and view them in a light most favorable
to the non-moving party. See Harris, 186 F.3d at 247. However,
a "complaint which consists of conclusory allegations
unsupported by factual assertions fails even the liberal
standard of Rule 12(b)(6)." De Jesus v. Sears, Roebuck & Co.,
87 F.3d 65, 70 (2d Cir. 1996) (internal quotations omitted).
When deciding a Rule 12(b)(6) motion, the court generally
limits itself to the facts stated in the complaint, documents
attached to the complaint as exhibits, or documents incorporated
by reference in the complaint. See Dangler v. New York City Off
Track Betting Corp., 193 F.3d 130, 138 (2d Cir. 1999). If the
court looks to additional materials, the motion should be
converted into a motion for summary judgment. See Hayden v.
County of Nassau, 180 F.3d 42, 54 (2d Cir. 1999). However,
where the court simply refers to supplementary materials, but
does not rely to them or use them as a basis for its decision,