United States District Court, S.D. New York
HERBERT H. LANDY INSURANCE AGENCY, INC., Plaintiff,
NAVIGATORS MANAGEMENT COMPANY, INC., et al., Defendants.
ORDER & OPINION
LORNA G. SCHOFILED, District Judge.
Plaintiff Herbert H. Landy Insurance Agency, Inc. brings this action against Defendants Navigators Management Company, Inc., Navigators Insurance Company, Navigators Specialty Insurance Company (collectively, "Navigators") and McGowan & Company, Inc. ("McGowan") alleging various common law and Massachusetts state law claims. Navigators moves to dismiss Plaintiff's Complaint, and McGowan moves for judgment on the pleadings. For the reasons below, both motions are granted in part and denied in part.
Plaintiff and Navigators were parties to a Program Administration Agreement (the "Agreement") under which Plaintiff acted as program administrator for Navigators' real estate errors and omission ("E&O") insurance. After termination of the Agreement, Navigators hired McGowan to replace Plaintiff. Plaintiff alleges that Defendants breached the Agreement by using Plaintiff's proprietary customer information without permission.
This action was originally filed in Massachusetts state court, removed to the District of Massachusetts and subsequently transferred to this court pursuant to a forum selection clause in the Agreement. Familiarity with the allegations in the Complaint is assumed. See Herbert H. Landy Ins. Agency, Inc. v. Navigators Mgmt. Co., No. Civ. 14-12552, 2014 WL 3908179 (D. Mass. Aug. 8, 2014).
II. LEGAL STANDARD
On a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), the Court accepts as true all well-pleaded factual allegations and draws all reasonable inferences in favor of the non-moving party. See Keiler v. Harlequin Enters. Ltd., 751 F.3d 64, 68 (2d Cir. 2014). "In determining the adequacy of a complaint, the court may consider any written instrument attached to the complaint as an exhibit or incorporated in the complaint by reference, as well as documents upon which the complaint relies and which are integral to the complaint." Subaru Distribs. Corp. v. Subaru of Am., Inc., 425 F.3d 119, 122 (2d Cir. 2005).
To withstand dismissal, a pleading "must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 556 U.S. at 678. Rule 8 of the Federal Rules of Civil Procedure "requires factual allegations that are sufficient to give the defendant fair notice of what the... claim is and the grounds upon which it rests.'" Anderson News, L.L.C v. Am. Media, Inc., 680 F.3d 162, 182 (2d Cir. 2012) (quoting Twombly, 550 U.S. at 555).
Motions for judgment on the pleadings pursuant to Rule 12(c) are reviewed under the same standard as Rule 12(b)(6) motions to dismiss. See Bank of N.Y. v. First Millennium, Inc., 607 F.3d 905, 922 (2d Cir. 2010).
The Complaint contains 8 counts as follows: Count I, "preliminary injunction and accounting" against both Navigators and McGowan; Count II, breach of contract against Navigators; Count III, interference with advantageous business relationship against both Navigators and McGowan; Count IV, taking of trade secrets under Massachusetts General Law against Navigators and McGowan; Count V, breach of the implied covenant of good faith and fair dealing against Navigators; Count VI, conversion against Navigators and McGowan; Count VII, unfair and deceptive trade practices under Massachusetts General Law against Navigators; and Count VIII, unjust enrichment against Navigators and McGowan.
A. Choice of Law
Any choice of law analysis is unnecessary because all parties agree that the choice of law provision in the Agreement requires application of New York law to the entire action. See, e.g., Arch Ins. Co. v. Precision Stone, Inc., 584 F.3d 33, 39 (2d Cir. 2009) ("The parties' briefs assume that New York substantive law governs the issues... presented here, and ...