The opinion of the court was delivered by: Hon. Harold Baer, Jr., District Judge*fn1
Plaintiffs Christopher A. Vinas and his accounting firm, Vinas & Co. (collectively, "Plaintiffs" or "Vinas") bring claims against Defendants The Chubb Corporation and related entities Chubb Group of Insurance Companies and Federal Insurance Company (collectively, "Defendants" or "Chubb") for tortious interference with contract, tortious interference with prospective business advantage, and defamation, all under New York law. The case is here on diversity grounds. Chubb moves to dismiss Vinas' complaint in its entirety pursuant to F.R.C.P. 12(b)(6).
For the reasons articulated below, Chubb's motion to dismiss is denied in part and granted in part.
A. Underlying Facts of Complaint
The following facts are alleged in Plaintiff's complaint and are taken as true for the purposes of a motion to dismiss. See, e.g., Bolt Elec., Inc. v. City of New York, 53 F.3d 465, 469 (2d Cir. 1995).
Plaintiff Christopher Vinas is a certified public accountant. Plaintiffs' First Amended Complaint, January 23, 2007 ("Am. Compl.") ¶ 2. Vinas is the sole shareholder and CEO of Vinas & Co., a small accounting company that has generally employed between one and three people during its existence. Am. Compl. ¶¶ 3, 88.
For the fifteen years prior to the events giving rise to this lawsuit, Vinas & Co. was the only accountant for non-party Angeliades, which has had significant growth over those years and is now a large, successful construction company. Am. Compl. ¶¶ 43, 46. Indeed, Mr. Vinas and Mike Angeliades (Angeliades' CEO) had a "friendship." Am. Compl. ¶ 124. By mid-2005, Angeliades' construction company was the major source of income for Vinas & Co. Am. Compl. ¶ 61.
Angeliades, as a regular course of business, procured surety bonds so as to secure contracts to do its construction work. Am. Compl. ¶ 49. Angeliades would procure surety bonds through its surety bond broker, Peter Duffy ("Duffy"). Am. Compl. ¶ 61, 81. Over the fifteen years prior to the Complaint, Angeliades bought surety bonds from at least five different surety companies. Am. Compl. ¶ 50.
Defendant Chubb is a large insurance corporation that, among other services, provides surety bonds. Am. Compl. ¶¶ 12-13. According to Plaintiffs, Chubb wields great influence in the field, as Chubb provides surety bonds to 78 of America's 400 largest construction companies. Am. Compl. ¶¶ 14-16. According to Plaintiffs, Chubb relies on the integrity and accuracy of a construction company's financial statements when it makes its decision to issue a surety bond. Am. Compl. ¶¶ 52-53.
In mid-2005, Angeliades purchased a surety bond from Chubb for the first time. Am. Compl. ¶ 61. Sometime after mid-2005, Chubb became the sole surety company from which Angeliades purchased his surety bonds. Am. Compl. ¶ 64. On or about September 9, 2005, Chubb's representative Michael Fleming ("Fleming") telephoned Angeliades' surety bond broker, Duffy, and allegedly told him that Vinas was "too small" and "no good" to do accounting work for Angeliades, and should be replaced.*fn2 Am. Compl. ¶ 83. Duffy conveyed these comments to Angeliades. Am. Compl. ¶84. Nevertheless, in early 2006, Angeliades and Vinas contracted for Vinas to prepare Angeliades' 2006 audited financial statements and tax returns. Am. Compl. ¶ 57. Plaintiff alleges that Chubb was aware of their contract, aware that Angeliades was the major source of income to Vinas, and generally aware of the consequences that might befall Vinas were Vinas to lose the Angeliades contract. See, e.g., Am. Compl. ¶ 57, 75, 98, 115.
On or about April 4, 2006, Fleming repeated the same statements to Duffy that Vinas was "too small" and "no good" to do accounting work for Angeliades, and should be replaced. Am. Compl. ¶ 83. Duffy again conveyed the statements to Angeliades. Id. at ¶ 84. On or about August 4, 2006, at a meeting between Angeliades employees and Chubb employees, Fleming repeated the same statements, in the presence of Mr. Angeliades and other Angeliades employees. Am. Compl. ¶ 86.
At some point after this meeting, according to Plaintiff, Chubb threatened to stop providing Angeliades with surety bonds if Angeliades did not replace Vinas as his accountant. Am. Compl. ¶ 67. In September 2006, Chubb indeed refused to provide a surety bond to Angeliades, and thus prevented Angeliades from making a $100 million bid on a construction contract. Am. Compl. ¶ 69.
In November 2006, Angeliades fired Vinas as his accountant and thus breached Vinas' contract to prepare Angeliades' 2006 audited financial statements and tax returns. Am. Compl. ¶ 66.*fn3 Subsequently, Vinas not only lost Angeliades, but two other longtime construction clients as well. Am. Compl. ¶ 116.
Plaintiffs' Amended Complaint, filed on January 24, 2007, asserts three causes of action ...