The opinion of the court was delivered by: John Gleeson, United States District Judge
Plaintiff Bayo Ogunsanya sold an old trunk and its contents to defendant Robert Langmuir. Unbeknownst to Ogunsanya, but not, he alleges, to Langmuir, the contents included some very valuable photographs taken by Diane Arbus. According to Ogunsanya, Langmuir duped him into making the sale, promising to pay Ogunsanya more money for them if they turned out to be worth more than the purchase price. So Ogunsanya has brought this diversity action, asserting claims for (1) rescission of the sale; (2) restitution and reformation of the agreement to sell; (3) fraudulent inducement; and (4) unjust enrichment. He seeks damages and injunctive relief. Langmuir moved to dismiss the first and third claims of Ogunsanya's amended complaint. For the reasons set forth below, I issued a brief order on September 5, 2008, denying the motion.
Ogunsanya is a collector of African-Americana, including memorabilia, photographs and ephemera. In July 2002, he attended an auction of unclaimed possessions from a storage facility in the Bronx, New York. At the auction, he purchased a storage trunk that had belonged to Richard "Charlie" Lucas, an African-American performer of the mid-twentieth century. The trunk contained a number of photographs, as well as a cape, baton, tax documents and postcards.
In the fall of 2002, Ogunsanya and Langmuir both attended a memorabilia show, and Ogunsanya mentioned the Lucas trunk to Langmuir. Langmuir expressed interest in seeing its contents, and they agreed to meet at Ogunsanya's home in Brooklyn after the show. Langmuir reviewed the contents of the trunk and purchased several of the photographs in the trunk for approximately $1,500.
A few weeks later, Langmuir called Ogunsanya and expressed his interest in purchasing more photographs from the Lucas trunk. Langmuir again visited Ogunsanya's home, and he offered to purchase the trunk and all of its remaining contents for $2,000. Ogunsanya was reluctant to part with all of the contents of the trunk, but Langmuir assured him that if the photographs turned out to be worth more than Ogunsanya thought they were worth, Langmuir would pay him more money later.*fn2 In reliance on Langmuir's statement, Ogunsanya agreed to sell the remaining contents of the trunk for approximately $2,000.
An article in The New York Times on November 22, 2007 reported that Lucas was the manager of Hubert's Dime Museum and Flea Circus -- a "'celebrated basement phantasmagoria on 42nd Street.'" Am. Compl.at 18. The photographs in the trunk, the article said, included "historically-significant and previously-unknown works of legendary New York photographer Diane Arbus." Id. The photographs would be sold at auction by Philips de Pury & Company in New York on April 8, 2008, after exhibitions in Los Angeles and Germany. On January 15, 2008, Ogunsanya reminded Langmuir of his assurance that he would pay more money if the photographs turned out to be more valuable than Ogunsanya thought they were at the time of sale in 2002. Langmuir refused to negotiate with Ogunsanya concerning the allocation of the proceeds of the anticipated auction and repudiated his promise to pay more money for the photographs.
Shortly before filing suit, Ogunsanya learned that Langmuir knew back in 2002 that he was purchasing extraordinarily valuable works of art by Diane Arbus. Langmuir admitted to a Philadelphia Inquirer reporter that he knew the photographs were rare Diane Arbus prints before the second transactionwith Ogunsanya. Langmuir told the reporter that at the time of the second transaction, he tried to "stay calm," but he was "burning up," id. at 44, presumably because he knew that the photographs were worth far more than he was paying for them.
As mentioned, the auction was scheduled for April 8, 2008. The photographs were expected to sell for more than $1 million. However, Ogunsanya filed this action on March 5, 2008, and the auction was canceled at the last minute.
A. Legal Standard for a Motion to Dismiss
Motions to dismiss pursuant to Rule 12(b)(6) test the legal, not the factual, sufficiency of a complaint. See, e.g., Sims v. Artuz, 230 F.3d 14, 20 (2d Cir. 2000) ("At the Rule 12(b)(6) stage, '[t]he issue is not whether a plaintiff is likely to prevail ultimately, but whether the claimant is entitled to offer evidence to support the claims.'" (quoting Chance v. Armstrong, 143 F.3d 698, 701 (2d Cir. 1998))). Accordingly, I must accept the factual allegations in the complaint as true. Erickson v. Pardus, 127 S.Ct. 2197, 2200 (2007). However, I do not give effect to "legal conclusions couched as factual allegations." Port Dock & Stone Corp. v. Oldcastle Ne., Inc., 507 F.3d 117, 121 (2d Cir. 2007) (citing Bell Atl. Corp. v. Twombly, 127 S.Ct. 1955, 1964-65 (2007)).
While generally "[s]pecific facts are not necessary" to state a claim so long as the statement gives the defendant "'fair notice of what the . . . claim is and the grounds on which it rests,'" Erickson, 127 S.Ct. at 2200 (quoting Twombly, 127 S.Ct. at 1964), in at least some circumstances a plaintiff must plead specific facts in order to survive a motion to dismiss. Twombly, 127 S.Ct. at 1964-65. The Second Circuit has interpreted this principle as a "flexible 'plausibility standard'" under which a plaintiff must "amplify a claim with some factual allegations in those contexts where such amplification is needed to ...