United States District Court, S.D. New York
OPINION & ORDER
KATHERINE B. FORREST, District Judge.
Before the Court is defendant Princeton Club of New York's motion to dismiss plaintiff Consolidated Energy Design Inc.'s complaint pursuant to Federal Rule Civil Procedure 12(b)(6). For the reasons set forth below, defendant's motion is GRANTED.
I. FACTUAL BACKGROUND
For purposes of this motion, the Court assumes the truth of the following allegations set forth in the complaint (ECF No. 1).
Plaintiff Consolidated Energy Design ("CED"), a New Jersey corporation with its principal place of business in New Jersey, is an energy-consulting firm that provides services in the energy conservation arena. (Compl. ¶¶ 3, 8.) Prior to 2007, plaintiff provided "various energy consulting services" to defendant Princeton Club of New York ("the Club"), whose principal place of business is in New York. (Id. ¶¶ 2, 4, 9.)
In early 2007, defendant solicited bids for engineering services related to the upgrade of its cooling systems. (Id. ¶ 10.) Plaintiff submitted a bid for the project. (Id. ¶ 11.) In July 2007, defendant informed plaintiff that it had chosen Siemens instead of plaintiff. (Id. ¶ 12.) However, according to plaintiff, defendant insisted that plaintiff work under Siemens to provide engineering consulting services, and assured and promised plaintiff that it would pay plaintiff for rendering the engineering services that it had requested. (Compl. ¶¶ 13, 23, 29.) Plaintiff decided to terminate its work on or around October 12, 2007. (Compl. ¶ 17.)
In December 2007, plaintiff notified defendant that an invoice for its services would be forthcoming. (Id. ¶ 18.) In July 2008, plaintiff provided defendant with an invoice for the services it had provided between June and October 2007. (Id. ¶ 20.) It took plaintiff some time to compile the materials for the invoice; a delay of several months in providing an invoice was not out of the ordinary between defendant and plaintiff over their 13-year history. (Id.) More than half of the money that defendant had paid to plaintiff in the past was not based on written contracts but on invoices plaintiff issued after the requested work had been completed. (Compl. ¶ 9.)
The Club received and retained the July 2008 invoice without objecting to its contents. (Id. ¶ 39.) The Club's manager, Mr. Hines, ignored the invoice. (Id. ¶ 20.) Plaintiff's subsequent efforts to have defendant pay the outstanding invoice proved futile. (Id. ¶ 21.)
On December 10, 2013, plaintiff filed the instant complaint, which alleges four causes of action: breach of contract, promissory estoppel, unjust enrichment, and account stated. (Compl. ¶¶ 22-39.) Plaintiff has conceded that its unjust enrichment claim is time-barred. (See Mem. of L. in Opp. to Def.'s Mot. to Dismiss ("Pl.'s Opp.") 1 n.1, ECF No. 14.)
II. APPLICABLE LEGAL STANDARDS
Under Rule 12(b)(6), a complaint may be dismissed for "failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). To survive a Rule 12(b)(6) motion to dismiss, a complaint must allege "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678 (2009). In applying that standard, the court accepts as true all well-pleaded factual allegations and draws all reasonable inferences in plaintiff's favor, but does not credit "mere conclusory statements" or "[t]hreadbare recitals of the elements of a cause of action." Id.
On a Rule 12(b)(6) motion, the Court may also consider whether plaintiff has timely brought claims under the applicable statute of limitations. "Dismissal under Fed.R.Civ.P. 12(b)(6) is appropriate when a defendant raises [a statutory bar] as an affirmative defense and it is clear... that the plaintiff's claims are barred as a matter of law." Conopco, Inc. v. Roll Int'l , 231 F.3d 82, 86 (2d Cir. 2000).
A. Plaintiff's Breach of ...