The opinion of the court was delivered by: I. LEO GLASSER, Senior District Judge
This action involves vintage motorcycle racing and the
organization of racing events by defendants American Historic
Racing Motorcycle Association ("AHRMA") and American Motorcyclist
Association ("AMA"). The individual plaintiffs*fn1 are
riders of historic motorcycles. Plaintiff Team Obsolete is a
corporation that sponsors motorcycle riders, including the
plaintiffs, and owns and maintains historic motorcycles.
Plaintiff Robert Iannucci ("Iannucci") is the principle
shareholder of Team Obsolete. This dispute concerns the alleged
exclusion of plaintiffs from events sanctioned or organized by
defendants because of their sponsorship by Team Obsolete. Pending
before the Court are defendants' motions to dismiss the Third Amended Complaint.
The facts of this dispute are set forth in detail in this
Court's March 24, 2003 Memorandum and Order, reported at
216 F.R.D. 29 (E.D.N.Y. 2003) ("Team Obsolete I"), familiarity with
which is assumed. Briefly, for purposes of these motions, the
Court details the procedural history of this litigation.
Plaintiffs commenced this action by filing a complaint on March
12, 2001, in which they asserted, inter alia, federal
antitrust law and various state law claims. Thereafter, they
filed an Amended Complaint on September 12, 2002. See Affidavit
of Greg S. Zucker ("Zucker Aff.") Ex. H. Defendants moved for
judgment on the pleadings pursuant to Fed.R.Civ.P. 12(c) and
plaintiffs moved for leave to further amend the
complaint.*fn2 In Team Obsolete I, the Court, among other
things, dismissed plaintiffs' Sherman Act antitrust claims. See
id. at 18-19. Additionally, the Court dismissed the California
unfair practices claim as to Team Obsolete and Iannucci, see
id. at 21, but refused to dismiss that claim with respect to
the Riders. Id. at 22. Finally, the Court granted plaintiffs
leave to file an amended complaint in accordance with its
memorandum and order, which it directed them to file within 20
days of the order. See id. at 10, 30.
Plaintiffs then filed a Second Amended Complaint dated June 19,
2003. On October 15, 2004, they filed yet another complaint, the
Third Amended Complaint. Pending before the Court are defendants'
motions to dismiss that version of the complaint.*fn3
DISCUSSION Defendants move to dismiss plaintiffs' complaint for failure to
state a claim for relief and for lack of subject matter
jurisdiction.*fn4 When deciding a motion to dismiss for
failure to state a claim for relief under Fed.R.Civ.P.
12(b)(6), a court takes the facts as alleged in the complaint to
be true, and must draw all reasonable inferences from those facts
in favor of the plaintiff. See Ortiz v. Cornetta,
867 F.2d 146, 149 (2d Cir. 1989). A court must not dismiss a complaint
"unless it appears beyond doubt that the plaintiff can prove no
set of facts in support of [its] claim which would entitle [the
plaintiff] to relief." Conley v. Gibson, 355 U.S. 41, 45-46
(1957). "[M]otions to dismiss for [lack of] subject matter
jurisdiction under Rule 12(b)(1) are reviewed under the same
standards as motions to dismiss for failure to state a claim
under Rule 12(b)(6)." Walker v. New York, 345 F. Supp. 2d 283,
286 (E.D.N.Y. 2004) (citations omitted). Furthermore, "[i]n
deciding a motion to dismiss for lack of subject matter
jurisdiction, the Court may consider evidentiary matters outside
the pleadings, such as affidavits and exhibits." Evans Med. Ltd.
v. Am. Cyanamid Co., 980 F. Supp. 132, 135 (S.D.N.Y. 1997).
In the Third Amended Complaint, plaintiffs assert new causes of
action against defendants. Defendants urge this Court to dismiss
those claims. See AHRMA Mem. at 1; AMA Reply Mem. at 4. In a
letter to Magistrate Judge Levy dated May 14, 2004, which
followed several conferences between the parties, plaintiffs
requested an extension of time in which to file and serve an
amended complaint. In that letter, plaintiffs' counsel
acknowledged that, in light of Team Obsolete I, the amended
complaint "would reduce the claims and the parties to the litigation rather than add or clarify any existing causes of
action." See Zucker Aff. Ex. A (emphasis added). Judge Levy "so
ordered" plaintiffs' request for an extension of time on May 17,
2004. Defendant AHRMA then submitted a letter to Judge Levy dated
May 19, 2004 in which it requested that plaintiffs be directed to
"remove from their proposed amended complaint extraneous facts
that were offered in support of claims which no longer exist in
this action." See id. Ex. B. By order dated May 24, 2004,
Judge Levy directed plaintiffs to "serve a streamlined complaint,
pared to the essentials of their remaining claims." See id.
(emphasis added). Defendants argue that Judge Levy's order
precludes plaintiffs from asserting any new causes of action.
See AMA Mem. at 2-3. The Court agrees. Federal Rule of Civil
Procedure 15(a) provides that "a party may amend the party's
pleading only by leave of court or by written consent of the
adverse party" after the right to amend has expired. Judge Levy's
May 24, 2004 order is explicit in its direction that plaintiffs
not assert additional causes of action in their amended
complaint. Accordingly, the Court dismisses the following causes
of action in the Third Amended Complaint with prejudice: (1)
Count Two for breach of contract by Team Obsolete against AHRMA;
(2) Count Ten for breach of contract based on a third-party
beneficiary relationship by Iannucci against AHRMA; (3) Count
Eleven for breach of contract based on a third-party beneficiary
relationship by the Riders against AHRMA; (4) Count Twelve for
breach of contract based on a third-party beneficiary
relationship by Team Obsolete against AHRMA; (5) Count Fourteen
for breach of contract by Iannucci against AMA; (6) Count Fifteen
for breach of contract by the Riders against AMA; and (7) Count
Sixteen asserting a derivative claim against AHRMA based on its
alleged breach of its fiduciary duties to its members.
In addition, AHRMA moves to dismiss the ninth cause of action
asserted by Roper for negligent interference with a contract. See AHRMA Mem. at 7. In
his order dated December 6, 2004, Judge Levy indicated,
"Plaintiff will withdraw 9th cause of action." See Zucker
Aff. Ex. Z. Accordingly, the Court dismisses that cause of
II. Subject Matter Jurisdiction
Defendants move to dismiss the complaint for lack of subject
matter jurisdiction pursuant to Fed.R.Civ.P.
12(b)(1).*fn5 AMA argues that since this Court dismissed
plaintiffs' federal claims in Team Obsolete I, plaintiffs must
satisfy the requirements for diversity jurisdiction in order for
the Court to have jurisdiction over this action. In Team
Obsolete I, this Court denied AHRMA's motion to dismiss the
state law claims for lack of diversity jurisdiction. It found
that plaintiffs satisfied the requirements for diversity
jurisdiction by alleging "that the controversy exceeds $75,000."
Id. at 25.*fn6 Plaintiffs amended their jurisdictional
allegations in the Third Amended Complaint.
The requirements for diversity jurisdiction are set forth in
28 U.S.C. § 1332(a): "The district courts shall have original
jurisdiction of all civil actions where the matter in controversy
exceeds the sum or value of $75,000, exclusive of interest and
costs, and is between . . . (1) citizens of different States."
Although defendants do not dispute that the parties are diverse,
they argue that plaintiffs fail to meet the $75,000
amount-in-controversy requirement under § 1332(a). See AMA Mem. at 11.
The Supreme Court set forth the rule governing dismissal for
failure to sufficiently allege the jurisdictional amount for
diversity jurisdiction as follows: "[U]nless the law gives a
different rule, the sum claimed by the plaintiff controls if the
claim is apparently made in good faith. It must appear to a legal
certainty that the claim is really for less than the
jurisdictional amount to justify dismissal." St. Paul Mercury
Indemnity Co. v. Red Cab Co., 303 U.S. 283, 288-9 (1938)
(footnotes omitted). The court has a duty to dismiss the claim if
it finds that recovery never could have amounted to more than
$75,000. Id. at 290. See also Arnold v. Troccoli,
344 F.2d 842, 845 (2d Cir. 1965) (district court has a duty to further the
congressional purpose behind 28 U.S.C. § 1332 of reducing
diversity tort cases in federal court by dismissing claims where
alleged jurisdictional amount is insufficient). Where, as in this
case, several plaintiffs assert claims that are "separate and
distinct, . . . each plaintiff must satisfy the
jurisdictional-amount requirements for suit in the federal
courts." Local 538 United Bhd. of Carpenters & Joiners of Am. v.
U.S. Fidelity & Guar. Co., 154 F.3d 52, 55 (2d Cir. 1998)
(distinguishing cases where aggregation of claims to satisfy the
jurisdictional amount is permissible because plaintiffs seek to
enforce a single title or right in which they have a common and
undivided interest) (internal quotations omitted) (citing Zhan
v. Int'l Paper Co., 414 U.S. 291, 294 (1973)).
With regard to Count Three for breach of contract, AHRMA argues
that the Riders (excluding Roper) fail to allege facts supporting
the damages they claim. See AHRMA Mem. at 4. Plaintiffs allege
that they were members in good standing of the AHRMA and that
they submitted timely renewal applications for membership to that
association. Pursuant to its own rules AHRMA is obligated to
accept applications for participation in races from its members unless events are booked. AHRMA is alleged to have breached its
contract with the Riders by precluding them from participating in
various races because of their Team Obsolete sponsorship. The
Riders claim that they were injured in an amount not ...