The opinion of the court was delivered by: Thomas J. McAVOY Senior United States District Judge
Plaintiff Environcon, Inc. commenced the instant action asserting various state law claims arising out of its construction of a landfill cell at Defendant Alcoa's facility in Massena, New York. Presently before the Court is Defendant Alcoa, Inc.'s motion pursuant to Fed. R. Civ. P. 12(b)(6) seeking dismissal of the claims seeking to recover upon theories of quantum meruit and negligence and to dismiss the claim for punitive damages.
Plaintiff worked as a subcontractor on environmental remediation construction at Alcoa's facility in Massena, New York. Envirocon constructed a secure landfill cell. The Complaint alleges that Plaintiff was caused to sustain cost and time overruns on account of Aloca's insistence that Plaintiff use certain types of material that were more difficult, costly, and time-consuming.
The biggest dispute in this regard appears to be over the type of clay to be used as a liner for the cell. The specifications for the project set forth the requirements for the maximum moisture content of the clay. The Complaint alleges that, during the contract bidding process, Alcoa identified Defendant Curran Logging as an acceptable source of clay. After receiving the contract, Plaintiff retained Curran as the source of clay. The Complaint further alleges that, after Plaintiff commenced performance under the contract, Defendant CDM, Alcoa's construction manager, imposed a requirement that only gray clay from Curran would be acceptable. Plaintiff contends that the inherent moisture qualities of gray clay limited its ability to dry the clay, thereby causing it to have to acquire additional materials that otherwise would not have been necessary. According to Plaintiff, this caused it additional expense to perform the contract and increased the amount of time needed to complete the project. Plaintiff contends that it requested to use brown clay from Curran or to acquire clay from other sources, but that CDM refused. Plaintiff now seeks to recover damages it allegedly sustained as a result of the issues concerning the clay.
Presently before the Court is Defendant Alcoa's motion pursuant to Fed. R. Civ. P. 12 seeking dismissal of the claims of unjust enrichment, negligence, and the claim for punitive damages.
"[A] complaint must only include 'a short and plain statement of the claim showing that the pleader is entitled to relief.'" Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512 (2002)(quoting FED. R. CIV. P. 8(a)). "This simplified notice pleading relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims." Id. Thus, a complaint is sufficient if it gives the defendant fair notice of the plaintiff's claims, the grounds upon which they rest, and states claims upon which relief could be granted. Id. at 514.
"A party endeavoring to defeat a lawsuit by a motion to dismiss for failure to state a claim faces a 'higher burden' than a party proceeding on a motion for summary judgment." McKenna v. Wright, 386 F.3d 432, 436 (2d Cir. 2004). Dismissal is appropriate only where "it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief," Phillip v. Univ. of Rochester, 316 F.3d 291, 293 (2d Cir. 2003)(citation omitted), or where the complaint fails as a matter of law. Phelps v. Kapnolas, 308 F.3d 180, 187 (2d Cir. 2002).
Alcoa moves to dismiss the quantum meruit claim on the ground that such a claim cannot be sustained in the face of a valid contract. Plaintiff responds that it should be entitled to maintain this claim until such time as it is determined whether a valid contract covers the dispute at issue.
"The existence of a valid and enforceable written contract governing a particular subject matter ordinarily precludes recovery in quasi contract for events arising out of the same subject matter. . . . A 'quasi contract' only applies in the absence of an express agreement, and is not really a contract at all, but rather a legal obligation imposed in order to prevent a party's unjust enrichment." Clark-Fitzpatrick, Inc. v. Long Island R. Co., 70 N.Y.2d 382, 388 (1987). "It is impermissible . . . to seek damages in an action sounding in quasi contract where the suing party has fully performed on a valid written agreement, the existence of which is undisputed, and the scope of which clearly covers the dispute between the parties." Id. at 389.
The contract between the parties contains a clause addressing changes in work specifications.*fn1 Section 11 of the contract provides that "Company, at any time, by a written order, and without notice to any surety, may make changes in the drawings and the specifications. If such changes affect the cost of the Work or time required for its performance, an equitable adjustment will be made in the Contract price or time for ...