Opinion

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

NECEC TRANSMISSION LLC,

Plaintiff,

25-CV-5351 (JPO)

-v-

OPINION AND ORDER

CAMPOS EPC, LLC, et al.,

Defendants.

J. PAUL OETKEN, District Judge:

Plaintiff NECEC Transmission LLC (“NECEC”) asserts fifteen claims against

Defendants Campos EPC, LLC (“Campos”) and H.D.D. Company, Inc. (“HDD”)—including

violations of Section 1 of the Sherman Act, tortious interference with contract, fraud, and breach

of contract—arising out of a project to install a transmission line beneath Maine’s Kennebec

River. (ECF No. 31.) Now before the Court are Defendants’ motions to dismiss NECEC’s First

Amended Complaint (the “Amended Complaint”). (ECF Nos. 42, 45.) For the reasons that

follow, Defendants’ motions to dismiss are granted in part and denied in part.

I. Background

The following facts are taken from NECEC’s Amended Complaint and are presumed true

for the purposes of this motion. See Fink v. Time Warner Cable, 714 F.3d 739, 740-41 (2d Cir.

2013).

A. HDD Agreement

NECEC is a clean energy development company owned by Avangrid Networks, Inc., a

leading sustainable energy company based in Portland, Maine. (ECF No. 31 (“FAC”) ¶¶ 32-33.)

The state of Massachusetts charged NECEC with overseeing the construction of a 145-mile

transmission line from the Canadian border to Lewiston, Maine, which would connect Hydro-

Québec’s clean power to the New England electrical grid and supply hydroelectric power

sufficient to meet the demand of 1.2 million homes across New England. (Id. ¶¶ 45-46, 49.)

In 2021, NECEC entered an Agreement for Engineering, Procurement and Construction

of the New England Clean Energy Connect HVDC Underground Transmission Line (“HDD

Agreement”) with HDD for $6 million, which provided that HDD would drill and install seven

conduits beneath Maine’s Kennebec River as part of the construction of the transmission line.

(Id. ¶¶ 5, 62; see ECF No. 31-2.) HDD, in turn, hired Campos as its engineering subcontractor.

(FAC ¶ 64.) In August 2021, however, a statewide referendum halted construction of the

transmission line. (Id. ¶ 77.) While construction was paused, HDD and Campos partnered on

other energy projects, lauded one another in public, and commented on the importance of their

specific drilling expertise to the renewable energy sector. (Id. ¶¶ 79-81.)

B. Campos Agreement

The stop work order was lifted in 2023, at which time NECEC and HDD discussed

restarting construction. (Id. ¶¶ 82-83.) Before resuming work, however, HDD requested a

minimum of $12 million to complete the project and proposed in the alternative a “time and

materials” contract rather than a flat-fee arrangement. (Id. ¶ 86.) After NECEC declined these

terms, HDD terminated the HDD Agreement with NECEC on February 1, 2024. (Id. ¶¶ 87-88.)

During negotiations that continued after the termination of the HDD Agreement, HDD stated that

it would not complete construction for less than $19 million. (Id. ¶ 93.) NECEC decided to

rebid the project. (Id. ¶ 97.) Before HDD’s termination was public, however, Campos

leadership contacted NECEC and stated that Campos would be willing to take over the

construction project. (Id. ¶ 95.) In early April 2024, Campos submitted, and ultimately won, a

bid of $20 million that listed the company Cherokee Directional Drilling (“Cherokee”) as its

subcontractor. (Id. ¶¶ 98, 102.) Shortly thereafter, NECEC and Campos executed an Agreement

for Engineering, Procurement and Construction of the New England Clean Energy Connect

HVDC Underground Transmission Line (“Campos Agreement”). (Id. ¶¶ 98-100; ECF No. 31-1

(“Campos Agmt.”).) The Campos Agreement was substantially the same as the HDD

Agreement and required that Campos “install seven (7) ten-inch (10”) conduits to cross the

Kennebec River in Maine.” (Campos Agmt. at 104 (§ 3).) On July 26, 2024, Campos informed

NECEC that Cherokee was no longer able to work on the project due to scheduling conflicts, and

Campos hired HDD to be its subcontractor less than a week later. (FAC ¶¶ 103-04.) On July 31,

2024, Campos submitted a construction plan that set a substantial completion deadline for the

project for November 16, 2024. (Id. ¶ 105.)

C. Campos’s Revised Bore Path and Performance at the Job Site

To install the seven conduits, Campos and HDD were required to propose and drill a

“bore path” within NECEC’s right of way, which is the route of the underground pipeline

through which the conduits would be pulled. (Id. ¶ 70.) On August 24, 2023, Campos submitted

to NECEC a proposed bore path that “was specifically designed to preserve the possibility of

drilling a second bore hole in the future.” (Id. ¶¶ 72-73.) NECEC applied for permits for the

bore path from the Maine Department of Environmental Protection (“DEP”) and U.S. Army

Corps of Engineers (“Army Corps”). (Id. ¶ 74.) On July 15, 2024, NECEC received final

approval from the DEP and Army Corps for its Site Location of Development Act Permit and

Natural Resources Protection Act Permit, both of which contained the proposed bore path. (Id.

¶ 75.)

Four days later, Campos proposed a different bore path. (Id. ¶ 115.) To avoid the delay

associated with acquiring the necessary regulatory approvals for such a change, NECEC rejected

this new bore path, and Campos agreed to abide by the original specifications. (Id. ¶ 118.) On

August 29, 2024, Campos distributed an Issued for Construction (“IFC”) drawing that complied

with the original specifications of the bore path. (Id. ¶ 120.) NECEC later learned, however,

that Campos had in fact drilled the revised bore path that NECEC had rejected. (Id. ¶ 126.) The

revised bore path precludes the possibility of drilling a second bore hole in the future, thus

foreclosing opportunities to expand the transmission line. (Id. ¶¶ 128, 181.)

NECEC alleges that Campos and HDD were also careless and unprofessional in carrying

out the construction project. (Id. ¶ 129.) To oversee Defendants’ work, NECEC hired several

third-party experts to observe and make recommendations at the job site. (Id. ¶¶ 130-33.) Those

third-party advisors reported, among other things, Defendants’ poor mud management technique,

failure to prepare complete daily report logs, and refusal to follow the Campos Project Quality

Plan. (Id. ¶¶ 134-36.)

D. Campos’s Change Orders

Under the Campos Agreement, if Campos sought a change in the specifications or pricing

of the project, it was required to submit a Change Order to NECEC. (Id. ¶ 141; Campos Agmt.

at 84 (§ 9.1).) Over the course of its work on the project, Campos submitted several Change

Orders that NECEC alleges are disallowed by the Campos Agreement. On November 12, 2024,

Campos sent NECEC a Change Order requesting an additional fifty-seven days and $8,328,327

to complete the project on account of “rock conditions with the drilling operations of the

project.” (Id. ¶ 143; ECF No. 31-8 at 2.) On December 18, 2024, Campos sent another Change

Order requesting monthly review of additional expenses incurred as a result of winter conditions

and notifying NECEC of additional delays due to those conditions. (FAC ¶ 145; ECF No. 31-9.)

And on January 24, 2025, Campos submitted two Change Orders requesting $27,537 “to support

crane operations during the pullback” (FAC ¶ 145; ECF No. 31-4) and $80,313.70 for additional

work to drill and obtain sufficient water flow (FAC ¶ 145; ECF No. 31-5).1 NECEC and

0F

Campos corresponded at length about the Change Orders, but Campos did not provide sufficient

information for NECEC to determine whether to approve or deny them. (FAC ¶ 153.) During

these negotiations, HDD walked off the job site and shut down operations. (Id. ¶ 155.)

On February 3, 2025, leaders from Campos met with NECEC executives to continue

negotiating the Change Orders. (Id. ¶ 158.) That same day, Campos issued a stop work notice,

threatening to stop work at 7:00 p.m. that evening. (Id. ¶ 160.) Campos also threatened to

remove the casing of the bore hole, which would have collapsed the bore hole such that another

contractor would have been forced to start the project from scratch. (Id. ¶¶ 164, 176.) NECEC

reiterated that it had not yet received enough supporting information to adjudicate the Change

Orders, but nonetheless offered to advance $2.5 million to Campos. (Id. ¶¶ 166-67.) Also on

February 3, Campos sent another letter, this time stating that it would stop work unless NECEC

paid it $8 million by February 7, 2025, and resolved all outstanding Change Orders by February

11, 2025. (Id. ¶ 168.) NECEC acceded to these demands the following day. (Id. ¶ 170.) On

February 12, 2025, the day after the deadline to resolve all outstanding Change Orders, Campos

again threatened to stop work unless NECEC resolved the Change Orders by 5:00 p.m. that day,

paid an additional $6.5 million to Campos, and memorialized these new financial obligations by

signing an agreement (“Change Agreement”) that Campos had sent to NECEC, which increased

1 The Amended Complaint alleges that Campos sought $23,175 for additional work necessary for

crane access and $78,568 for additional work to drill and obtain sufficient water flow. (FAC

¶ 145.) The Change Orders themselves, however, which are attached to the Amended

Complaint, state that those numbers were $27,537 and $80,313.70, respectively. (ECF Nos. 31-

4, 31-5.) The Court relies on the amounts stated in the Change Orders themselves. See Rozsa v.

May Davis Grp., Inc., 187 F. Supp. 2d 123, 128 (S.D.N.Y. 2002) (“When allegations contained

within the complaint are contradicted by documents attached to the complaint, the documents

control, and the Court need not accept the allegations contained within the complaint as true.”),

aff’d sub nom. Rozsa v. SG Cowen Sec. Corp., 165 F. App’x 892 (2d Cir. 2006).

the total amount NECEC owed for the project to $34.5 million and pushed back the substantial

completion deadline to March 11, 2025. (Id. ¶ 173-74, 177; ECF No. 31-15.)

E. Campos’s Performance of the Pullback

As part of installing the seven conduits, Campos was required to perform a “pullback,”

during which the conduits are pulled back through the bore hole. (FAC ¶ 183.) Campos

performed the pullback on February 23, 2025. (Id. ¶ 184.) During the process, two of the seven

conduits broke. (Id.) The conduit that broke above ground was later repaired, but the second

conduit, which broke inside the bore hole, could not be repaired or recovered. (Id.)

On April 2, 2025, Campos sent NECEC a Notice of Substantial Completion. (Id. ¶ 186.)

On April 11, NECEC sent a letter to Campos (1) rejecting its Notice of Substantial Completion

because only six conduits had been successfully installed, (2) notifying Campos of its various

breaches of the Campos Agreement, including its failure to install seven conduits and complete

construction before the substantial completion date, and (3) rescinding the Change Agreement

executed in February 2025. (Id. ¶¶ 187-88, 190.)

F. Campos’s Mechanic’s Lien

On June 30, 2025, Campos issued a Notice of Mechanic’s Lien Claim with the Somerset

County Recorder of Deeds in Maine, alleging that NECEC owes Campos at least

$2,987,999.99—the remainder of the amount owed under the Change Agreement. (Id. ¶¶ 197-

98.) On August 4, 2025, Campos filed an Amendment to this Notice, increasing the alleged

amount owed to $3,326,387.99. (Id. ¶ 198.) That same day, Campos filed an action in Maine

state court to enforce the Mechanic’s Lien against NECEC and the Central Maine Power

Company. (Id. ¶ 199.)

II. Procedural History

NECEC filed suit on June 27, 2025. (ECF No. 1.) On August 25, 2025, NECEC filed an

Amended Complaint. (FAC.) On October 17, 2025, HDD and Campos separately moved to

dismiss the Amended Complaint and filed memoranda in support. (ECF Nos. 42, 44-46.)2

1F

NECEC filed a consolidated opposition to the two motions on December 12, 2025. (ECF No. 59

(“Opp.”).) HDD and Campos filed their replies on January 16, 2026. (ECF Nos. 62-63.)

III. Legal Standard

“To survive a motion to dismiss, a complaint 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)). “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.” Id. “To meet this

plausibility standard, the factual allegations must permit the Court ‘to infer more than the mere

possibility of misconduct.’” Mastercraft Decorators, Inc. v. Orlando, 356 F. Supp. 3d 259, 264

(W.D.N.Y. 2018) (quoting Iqbal, 556 U.S. at 679).

“When there are well-pleaded factual allegations, a court should assume their veracity

and then determine whether they plausibly give rise to an entitlement to relief.” DiFolco v.

MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010) (quoting Iqbal, 556 U.S. at 679). In so

doing, a court should “draw all reasonable inferences in [the plaintiff’s] favor, assume all well-

pleaded factual allegations to be true, and determine whether they plausibly give rise to an

2 Campos subsequently filed word-searchable versions of its motion to dismiss and

accompanying memoranda. (ECF Nos. 48-49.)

entitlement to relief.” Faber v. Metro. Life Ins. Co., 648 F.3d 98, 104 (2d Cir. 2011) (quotation

marks omitted).

IV. Discussion

A. Bid-Rigging Claims

NECEC first alleges that HDD and Campos “acted under an unlawful bid-rigging

agreement to artificially inflate the price of the [construction] project,” in violation of Section 1

of the Sherman Act. (FAC ¶ 201.) A bid-rigging scheme is one “in which contractors who are

supposed to compete against each other to submit the lowest bid conspire to artificially fix the

low bid and the bidder who will be awarded the contract.” United States v. Inc. Vill. of Island

Park, 888 F. Supp. 419, 439 (E.D.N.Y. 1995). Specifically, NECEC alleges that, before HDD

and Campos resumed construction, they entered into an agreement in which: (1) HDD would

demand $19 million from NECEC to complete the project as a “cover bid” that would make

Campos’s subsequent bid more palatable, (2) HDD would terminate its contract with NECEC

when NECEC refused those terms, (3) Campos would submit an inflated $20 million bid,

naming Cherokee as its subcontractor, to complete the project, and (4) after Campos won the bid,

it would push out Cherokee and bring in HDD as its subcontractor. (Opp. at 17-18.) NECEC

also brings claims of tortious interference with contract and breach of the implied covenant of

good faith and fair dealing premised on the same bid-rigging allegations.3 (FAC ¶¶ 214, 327.)

2F

In the antitrust context, “[a] plaintiff’s job at the pleading stage, in order to overcome a

motion to dismiss, is to allege enough facts to support the inference that a conspiracy actually

existed.” In re GSE Bonds Antitrust Litig., 396 F. Supp. 3d 354, 360 (S.D.N.Y. 2019) (quoting

3 In its consolidated opposition, NECEC withdrew its promissory estoppel claim arising from

Defendants’ alleged bid-rigging conspiracy (Count Eleven). (See Opp. at 39 n.7.)

Mayor & City Council of Baltimore v. Citigroup, Inc., 709 F.3d 129, 136 (2d Cir. 2013)). To do

this, an antitrust plaintiff may allege either direct evidence of the illegal agreement or

“circumstantial facts supporting the inference that a conspiracy existed.” Citigroup, 709 F.3d at

136 (emphasis omitted). “As a means of smoking out the illegal agreement, courts have required

plaintiffs to allege, with the requisite factual support, certain parallel conduct by the alleged

conspirators and some factual context suggesting agreement, as distinct from identical,

independent action.” Mosaic Health, Inc. v. Sanofi-Aventis U.S., LLC, 156 F.4th 68, 76 (2d Cir.

2025) (quotation marks omitted).

NECEC does not plausibly allege a bid-rigging scheme between HDD and Campos. Its

allegations are pocked by incongruities that render its narrative of conspiracy difficult to credit.

NECEC states, for example, that it continued to negotiate with HDD for two months after HDD

terminated its contract, and that HDD put forth various proposals, including completing the

project for $12 million or on a “time and materials” contract, before NECEC refused those terms

and decided to re-bid the project. (FAC ¶¶ 86, 88, 92-94.) HDD’s concerted efforts to rescue its

own contract with NECEC undermine NECEC’s assertion that those negotiations were in fact

meant to serve as “cover” for Campos’s subsequent bid—particularly since Campos’s $20

million bid was $8 million more than what HDD had initially offered to complete the project.

(Id. ¶ 86.) Even more puzzling is NECEC’s admission that, after re-bidding the project, NECEC

accepted Campos’s $20 million bid the day after it was submitted. (Id. ¶¶ 98-99.) NECEC does

not explain why, in a bid process presumably open to contractors who could easily have won out

against Campos’s allegedly inflated bids, it nonetheless elected to go with Campos.4 Nor is it

3F

4 In its opposition, NECEC claims that it “never publicly re-bid the [construction] project, as

Campos approached NECEC proposing to take over before NECEC ever had the chance.” (Opp.

at 24.) But in its Amended Complaint, NECEC states that, “[e]ager to get construction back on

clear why Campos would, as part of the alleged conspiracy, list Cherokee as its subcontractor in

the bid if it always intended to swap Cherokee out for HDD. (Id. ¶¶ 102-04.)

In short, NECEC’s allegations do not plausibly “support[] the inference that a conspiracy

existed.” Citigroup, 709 F.3d at 136 (emphasis omitted). For such a conspiracy to succeed,

HDD and Campos would have had to wager that (1) NECEC would accept none of HDD’s

proposals during their two months of negotiations, (2) no other contractors would undercut

Campos’s allegedly inflated bid during the re-bidding process, and (3) Cherokee would be

amenable to being replaced as subcontractor after jointly winning the bid with Campos. To

support an inference of conspiracy, NECEC alleges that Campos and HDD had worked together

on other projects, both offered to complete the project at prices significantly higher than

NECEC’s original contract, and swapped positions as primary contractor and subcontractor.

(See Opp. at 18-19.) But standing alone, these allegations fall short of “nudg[ing] [NECEC’s]

claim[] across the line from conceivable to plausible.” Twombly, 550 U.S. at 570; see also In re

Elevator Antitrust Litig., 502 F.3d 47, 50 (2d Cir. 2007) (“It is not enough to make allegations of

an antitrust conspiracy that are consistent with an unlawful agreement; to be viable, a complaint

must contain enough factual matter (taken as true) to suggest that an agreement to engage in

anticompetitive conduct was made.” (cleaned up)).

track, NECEC began the rebidding process for the [construction] project” and that “Campos

submitted a bid proposing to do the [construction] project.” (FAC ¶¶ 97-98.) Indeed, that

section of the Amended Complaint is titled, in part, “Campos Wins the Rebid,” and NECEC

explicitly accuses Defendants of “rigging the bidding process.” (Id. ¶ 215.) NECEC may not

amend its complaint through its opposition papers. See Enzo Biochem, Inc. v. Amersham PLC,

981 F. Supp. 2d 217, 223 (S.D.N.Y. 2013). But even if the Court accepts NECEC’s belated

allegation that it never actually rebid the project, that allegation defeats NECEC’s bid-rigging

claim: There can plainly be no bid-rigging if there was no bidding process to begin with. Cf. In

re London Silver Fixing, Ltd., Antitrust Litig., 213 F. Supp. 3d 530, 564 (S.D.N.Y. 2016)

(dismissing bid-rigging claims because there was no bidding process).

Accordingly, NECEC’s antitrust claim (Count One) is dismissed for failure to state a

claim. NECEC’s claims of tortious interference with contract (Count Two) and breach of the

implied covenant of good faith and fair dealing (Count Twelve), which are premised on the same

bid-rigging allegations, are dismissed for the same reasons.5

4F

B. Claims Arising from the Revised Bore Path and Installation of Conduits

NECEC claims that Campos breached the Campos Agreement by failing to adhere to the

original bore path and failing to install all seven conduits. To establish a claim for breach of

contract under New York law,6 a complaint must allege “the existence of an agreement, adequate

5F

performance of the contract by the plaintiff, breach of contract by the defendant, and damages.”

Eternity Global Master Fund Ltd. v. Morgan Guarantee Trust Company of N.Y., 375 F.3d 168,

177 (2d Cir. 2004) (cleaned up). Campos does not dispute that an agreement existed between it

and NECEC; nor does it dispute that NECEC adequately performed under the Campos

Agreement.

1. Failure to Adhere to Original Bore Path

NECEC argues that Campos violated § 6.4(b) of the Campos Agreement by failing to

adhere to the bore path that was approved in the Site Location of Development Act Permit and

Natural Resources Protection Act Permit. (FAC ¶¶ 268, 276.) Section 6.4(b) states that “[t]he

Contractor shall . . . strictly comply with all Applicable Laws [and] Permits, including Permit

Requirements.” (Campos Agmt. at 59 (§ 6.4(b)).) Section 7.11(b)(vi) additionally states that

5 Other than its antitrust claim, all of NECEC’s claims arise under state law. Because NECEC

alleges that there is complete diversity of citizenship between the parties and that the amount in

controversy exceeds $75,000 (FAC ¶¶ 32-25, 37), this Court has subject matter jurisdiction

under 28 U.S.C. § 1332(a)(1).

6 The Campos Agreement contains a choice-of-law provision stating that “rights and obligations

[of the parties under the agreement] shall be governed by the laws of the State of New York.”

(Campos Agmt. at 86 (§ 10.1).)

Campos “shall be in default” if it “fails to strictly comply with Applicable Laws.” (Id. at 68

(§ 7.11(b)(vi)).) “Applicable Laws,” in turn, are defined to include “Permit Requirement[s]” (id.

at 7 (§ 1.8)), which include “the rights granted under any Permit” (id. at 16 (§ 1.97)). Those

Permits, in turn, include “Owner’s Permits” (id. (§ 1.96)), which include “the Permits identified

in Attachment M” (id. (§ 1.94)). Attachment M includes the Site Location of Development

Permit and Natural Resources Protection Act Permit. (Id. at 128.)

At this stage, NECEC has sufficiently alleged that Campos breached these reticulated

provisions of the Campos Agreement. Campos does not dispute that it deviated from the

originally specified bore path. Instead, it retorts that the IFC drawings, which are not attached to

NECEC’s Amended Complaint, allowed Campos’s engineer “to approve an onsite deviation

from the proposed bore path.” (ECF No. 49 (“Campos Mem.”) at 27, 29.) Campos also faults

NECEC for not attaching the permits themselves and for “fail[ing] to show that it has actually

suffered any financial detriment” because of the bore path deviation. (Id. at 29.)

Whether the IFC drawings in fact permitted Campos to stray from the original bore path

without notifying NECEC, however, is an issue of fact inappropriate for resolution at the motion

to dismiss stage. See Coughtry v. Tracker Marine, LLC, No. 08-CV-875, 2010 WL 11541908, at

*2 (N.D.N.Y. Jan. 7, 2010) (“[W]hether a breach of contract has occurred is a question of fact

for the jury.”) (collecting cases). Nor was NECEC required to attach the permits themselves to

state a claim for breach, given that “[a] plaintiff is not generally required at the pleadings stage to

quote from or attach to the complaint the underlying legal documents that prove up the plaintiff’s

allegations.” Healthcare Just. Coal. DE Corp. v. Cigna Health & Life Ins. Co., No. 23-CV-

1689, 2024 WL 4264391, at *3 (D. Conn. Sept. 23, 2024). Moreover, NECEC alleges that the

original bore path “was specifically designed to preserve the possibility of drilling a second bore

hole in the future” (FAC ¶ 73)—a possibility that the rerouted bore path has now foreclosed.

(FAC ¶¶ 72-73, 128, 181.) This is adequate to make out a claim of damages at this early

juncture. See Sporre S.A. de C.V. v. Int’l Paper Co., No. 99-CV-2638, 1999 WL 1277243, at *8

(S.D.N.Y. Dec. 30, 1999) (“Lost future profits may be recovered as damages for breach of

contract under New York law.”).

Because NECEC has stated a breach-of-contract claim based on Campos’s deviation

from the original bore path, Campos’s motion to dismiss is denied as to Count Seven.7

6F

2. Failure to Install Seven Conduits

The Campos Agreement required that Campos “install seven (7) ten-inch (10”) conduits

to cross the Kennebec River in Maine.” (Campos Agmt. at 104 (§ 3).) It also stated that Campos

“shall be in default of its obligations” if it “has failed or refused to perform any material

obligation under [the Campos] Agreement.” (Id. at 67-68 (§ 7.11(b)(v)).) NECEC alleges that,

by failing to install all seven conduits, Campos failed to perform a “material obligation” in

breach of the Campos Agreement. (FAC ¶ 284.) Campos counters that this claim is

7 The Court dismisses, however, NECEC’s other claims arising from Campos’s deviation from

the original bore path. NECEC’s promissory estoppel claim (Count Ten) is dismissed because “a

claim [for promissory estoppel] cannot stand when there is a contract between the parties.”

Susman v. Commerzbank Cap. Markets Corp., 945 N.Y.S.2d 5, 8 (2012). No party disputes that

an enforceable contract existed between Campos and NECEC. NECEC’s claim for breach of the

implied covenant of good faith and fair dealing related to the bore path (Count Fourteen) is

dismissed because “New York law . . . does not recognize a separate cause of action for breach

of the implied covenant of good faith and fair dealing when a breach of contract claim, based

upon the same facts, is also pled.” Harris v. Provident Life & Acc. Ins. Co., 310 F.3d 73, 81 (2d

Cir. 2002). Finally, NECEC’s fraud claim (Count Five) is dismissed because, under New York

law, “where a fraud claim arises out of the same facts as plaintiff’s breach of contract claim, with

the addition only of an allegation that defendant never intended to perform the precise promises

spelled out in the contract between the parties, the fraud claim is redundant and plaintiff’s sole

remedy is for breach of contract.” Telecom Int’l Am., Ltd. v. AT & T Corp., 280 F.3d 175, 196

(2d Cir. 2001) (quotation marks omitted). Count Five is dismissed for the additional reason that

it is not pleaded with enough specificity to satisfy Rule 9(b)’s particularity requirement. See

Fed. R. Civ. P. 9(b); Harsco Corp. v. Segui, 91 F.3d 337, 347 (2d Cir. 1996).

insufficiently pleaded because the Agreement does not define the term “material obligation” and

that, in any event, the seventh conduit was not core to the Campos Agreement because NECEC

intended to install it solely as a redundancy for future issues or upgrades. (Campos Mem. at 30.)

Campos’s arguments are unavailing. The fact that the Campos Agreement does not

define the term “material obligation” is not fatal to NECEC’s breach-of-contract claim. To hold

otherwise would strip ambiguous terms in a contract of any force at all. Rather, “[w]hen

interpreting a contract under New York law, the Court should give terms that are not defined in

the contract their plain and ordinary meanings.” Process Am., Inc. v. Cynergy Holdings, LLC,

No. 12-CV-772, 2014 WL 3844626, at *9 (E.D.N.Y. Apr. 30, 2014), aff’d, 839 F.3d 125 (2d Cir.

2016). So interpreted, a “material obligation” may reasonably be understood to include the

installation of the seventh conduit, particularly since the Campos Agreement explicitly specified

that Campos was to install seven conduits. (See Campos Agmt. at 104 (§ 3).) At this stage of

litigation, this is enough to state a claim for breach of contract. See JGB (Cayman) Newton, Ltd.

v. Sellas Life Scis. Grp. Inc., No. 18-CV-3095, 2018 WL 5266877, at *8 (S.D.N.Y. Oct. 23,

2018) (concluding that the interpretation of an ambiguous contract “involves factual disputes . . .

generally inappropriate for resolution on a motion to dismiss”).

NECEC also presses an alternative theory of breach, alleging that Campos “fail[ed] to

achieve Substantial Completion of the Work” (FAC ¶ 296) in violation of § 7.11(b)(x) of the

Campos Agreement by installing six, rather than seven, conduits. (Campos Agmt. at 67-69

(§ 7.11(b)(x)).) Under the Campos Agreement, “Substantial Completion” is achieved only if

“the Work . . . has been completed in strict accordance with the requirements of [the]

Agreement.” (Id. at 18-19 (§ 1.129).). The Campos Agreement defines “Work” to include “the

Specifications and scope set forth in the RFP . . . and Contractor’s Proposal attached hereto as A-

2” (id. at 20 (§ 1.141)), and defines “Specifications” to mean “the specifications set forth in

Attachment A” (id. at 18 (§ 1.127)). Attachment A-2, in turn, which is a subsection of

Attachment A, specifies that Campos will “install seven (7) ten-inch (10”) conduits to cross the

Kennebec River in Maine.” (Id. at 104 (Attachment A-2 § 3).) Taken together, these provisions

suggest that “Substantial Completion” of the Campos Agreement can plausibly be understood as

requiring installation of all seven conduits.

Campos argues that this claim should be dismissed as duplicative of NECEC’s “material

obligation” breach-of-contract claim. (Campos Mem. at 31.) But the Court construes NECEC as

asserting alternative theories of breach within one overarching breach-of-contract claim, as is

permitted by Rule 8 of the Federal Rules of Civil Procedure. See Fed. R. Civ. P. 8(d). “At the

pleading stage, a plaintiff is not required to guess as to the claims on which it will ultimately

prevail.” Marciano v. SJN Adjustment Grp., Inc., No. 18-CV-5222, 2019 WL 4888569, at *3

(E.D.N.Y. Sept. 30, 2019) (cleaned up). To the contrary, “even if [NECEC] cannot recover

damages under each claim asserted in the Complaint, [it] is still entitled to plead multiple

theories of relief.” Broadrick v. Gilroy, 786 F. Supp. 3d 487, 496 (D. Conn. 2025); see also

Adler v. Pataki, 185 F.3d 35, 41 (2d Cir. 1999) (although “allegations were not specifically

pleaded as ‘in the alternative,’ . . . Rule 8([d])(2) offers sufficient latitude to construe separate

allegations in a complaint as alternative theories”).

Accordingly, Campos’s motion to dismiss is denied as to Counts Seven, Eight, and

Nine.8

7F

8 Campos also asks the Court to dismiss “NECEC’s claims for actual damages, consequential

damages, and attorneys’ fees” in Count Nine (Campos Mem. at 32) because the Campos

Agreement specifies that liquidated damages are NECEC’s “sole and exclusive remedy . . . for

failure to achieve Substantial Completion” (Campos Agmt. at 66 (§ 7.10(a))). Because Campos

is correct as a matter of law that the Campos Agreement limits NECEC’s damages solely to

C. Change Agreement

NECEC brings a slate of claims against Defendants arising from the Change Agreement

executed in February 2025. Specifically, NECEC alleges that (1) the Change Agreement should

be declared invalid because NECEC signed it under economic duress, (2) Defendants were

unjustly enriched under the Change Agreement, (3) Campos induced NECEC to sign the Change

Agreement through fraud, and (3) Campos breached the implied covenant of good faith and fair

dealing by “coercing NECEC into signing the Change Agreement and procuring NECEC’s

signature on the Change Agreement through fraud.” (FAC ¶¶ 222-29, 234-37, 260, 345.)

1. Duress

NECEC seeks “a declaration by this Court that the Change Agreement is invalid and

rescinded based on NECEC’s economic duress.” (Id. ¶ 231.) Under New York law, “[a]

contract is voidable on the ground of duress when it is established that the party making the

claim was forced to agree to it by means of a wrongful threat precluding the exercise of his free

will.” Austin Instrument, Inc. v. Loral Corp., 29 N.Y.2d 124, 130 (1971). The elements of an

economic duress claim are: “(1) a threat, (2) which was unlawfully made, and (3) caused

involuntary acceptance of contract terms, (4) because the circumstances permitted no other

alternative.” Kamerman v. Steinberg, 891 F.2d 424, 431 (2d Cir. 1989) (quotation marks

omitted).

The fact that one party drives a hard bargain from a position of economic advantage is

not enough to state a claim of duress. See Edison Stone Corp. v. 42nd St. Dev. Corp., 145

A.D.2d 249, 256 (1989). A plaintiff may demonstrate economic duress, however, “by proof that

liquidated damages if Campos fails to achieve Substantial Completion, the Court dismisses

NECEC’s claims for actual and consequential damages and attorneys’ fees, as pleaded in Count

Nine.

immediate possession of needful goods is threatened or . . . by proof that one party to a contract

has threatened to breach the agreement by withholding goods unless the other party agrees to

some further demand.” Austin Instrument, 29 N.Y.2d at 130 (citations and quotation marks

omitted). In such cases, “[i]t must also appear that the threatened party could not obtain the

goods from another source of supply and that the ordinary remedy of an action for breach of

contract would not be adequate.” Id. at 130-31 (footnotes omitted).

NECEC has made out a classic claim of economic duress. NECEC alleges that, during

negotiations with Campos about its outstanding Change Orders, Campos thrice threatened to stop

working unless NECEC acceded to various demands, including signing a Change Agreement

that increased the contract amount by $14.5 million. (FAC ¶¶ 160, 168, 173-74, 177; ECF No.

31-15.) According to NECEC, Campos also threatened to remove the casing of the bore hole,

which would have collapsed the bore hole and effectively destroyed all the work thus far

accomplished by Campos. (FAC ¶¶ 164, 176.) Given the expertise required to finish the project,

“there was no suitable replacement for Campos and HDD” (id. ¶ 165), and in any event, “it [was]

highly unlikely in the industry that another contractor would take ownership of the quality or

performance of the work of another contractor given the complexity involved” (id. ¶ 164). Faced

with the prospect of potentially dooming the project if Campos made good on its threats, NECEC

agreed to Campos’s conditions and signed the Change Agreement without negotiating its terms.

(Id. ¶¶ 177-78.)

These facts are analogous to those in KiSKA Construction Corporation-USA v. G & G

Steel, Inc., No. 04-CV-9252, 2005 WL 1225944 (S.D.N.Y. May 20, 2005). After winning a bid

from the City of New York to replace a bridge, a contractor (KiSKA) entered into an agreement

with a subcontractor (G&G), in which the subcontractor would “fabricate and deliver” the new

bridge. Id. at *1. G&G, however, sought additional money from KiSKA that was not

contemplated by their contract and threatened to withhold components necessary to make the

new bridge operational unless those requests were settled. Id. at *2. Cowed by the expense of

having to find an alternate supplier, the costs of missing the deadlines imposed by its contract

with the City, and the danger and inconvenience to the public if the bridge was not completed,

KiSKA agreed to settle G&G’s demands. Id. at *2, *5. The Court held that these facts sustained

a claim of economic duress. Id. at *5.

The same result obtains here. As in KiSKA, Campos allegedly demanded an additional

$14.5 million from NECEC, on threat of walking away from the project and collapsing the bore

hole if NECEC did not oblige. NECEC also alleges that securing a replacement for Defendants

at that juncture would have been difficult, if not impossible, thus potentially condemning the

project in its entirety. In these circumstances, “the ordinary remedy of an action for breach of

contract would not be adequate.” Austin Instrument, 29 N.Y.2d at 130-31. Additionally, like in

KiSKA, NECEC’s contract with Campos had a nexus to the public: NECEC had underlying

contracts with Massachusetts utilities and was constructing the transmission line in collaboration

with Massachusetts to supply hydroelectric energy to homes across New England. (Id. ¶¶ 45, 85,

225.) Courts have considered the interests of the government and the public when evaluating

claims of economic duress. See, e.g., Austin Instrument, 29 N.Y.2d at 131 (observing that

plaintiff’s “relationship with the Government” was “most significant” in evaluating the

plaintiff’s “free will”); KiSKA, 2005 WL 1225944, at *5 (underscoring “danger and

inconvenience to the public” if the construction was not completed, as well as the “jeopardizing

[of the plaintiff’s] chances of being awarded future public works contracts”).

In response, Campos argues that it was merely “insist[ing] upon [its] legal rights” by

negotiating the Change Order, which does not amount to economic duress. (Campos Mem. at

23.) See Cont’l Airlines, Inc. v. Lelakis, 943 F. Supp. 300, 307 (S.D.N.Y. 1996) (“A party’s

threat to take action which it is legally entitled to take is not wrongful, nor is a threat to insist

upon one’s legal rights.”), aff’d, 129 F.3d 113 (2d Cir. 1997). But the Campos Agreement

limited the circumstances in which a Change Order could be sought, required Campos to submit

a request to NECEC “sufficiently defined and detailed to give [NECEC] an adequate basis upon

which to review and respond,” and made clear that NECEC “may accept or reject such Request

for Change Order.” (Campos Agmt. at 84-85 (§ 9.1(b)-(c)).) According to NECEC, Campos’s

Change Orders did not fall under any of the enumerated situations that permitted a Change

Order, and Campos never provided it with sufficient information to adjudicate its Change

Orders. (FAC ¶¶ 141-53.) Nor was Campos legally entitled, in any event, to NECEC’s

acceptance of its Change Orders.

Because NECEC’s allegations of economic duress are sufficient to withstand a motion to

dismiss, Campos’s motion to dismiss is denied as to Count Three.

2. Unjust Enrichment

NECEC asserts claims of unjust enrichment against Defendants, seeking repayment of

the additional $14.5 million imposed on NECEC by the Change Agreement. (Id. ¶¶ 237-39.)

“To prevail on a claim for unjust enrichment in New York, a plaintiff must establish (1) that the

defendant benefitted; (2) at the plaintiff’s expense; and (3) that equity and good conscience

require restitution.” Kaye v. Grossman, 202 F.3d 611, 616 (2d Cir. 2000) (quotation marks

omitted). NECEC alleges that the Change Agreement was unlawfully executed, that HDD and

Campos benefited from it, and that restitution is justified. This is all that is required to state a

claim of unjust enrichment at this stage.

Defendants contend that these claims should be dismissed because the existence of the

Change Agreement precludes an unjust enrichment claim and because the claim is duplicative of

NECEC’s economic duress, antitrust, and fraud claims. (Campos Mem. at 24; ECF No. 44

(“HDD Mem.”) at 25-26.). It is true that, as a general matter, “the existence of a valid and

enforceable written contract precludes recovery on a theory of unjust enrichment.” Cornhusker

Farms, Inc. v. Hunts Point Co-op. Mkt., Inc., 2 A.D.3d 201, 206 (2003). But “a plaintiff may

plead unjust enrichment in the alternative if there is a dispute over the existence, scope, or

enforceability of the putative contract,” as there is here. Hofmann v. Long Island Univ., No. 22-

393, 2024 WL 3262819, at *1 (2d Cir. July 2, 2024) (summary order) (cleaned up). NECEC is

therefore entitled to plead unjust enrichment in the alternative should the Change Agreement be

invalidated.

Nor are NECEC’s unjust enrichment claims duplicative of its economic duress, antitrust,

or fraud claims. NECEC’s economic duress claim seeks a declaration that the Change

Agreement is invalid and unenforceable, whereas its unjust enrichment claims seek return of any

funds already disbursed to Campos and HDD under the Change Agreement. (FAC ¶¶ 231, 240.)

See Novartis Pharma AG v. Incyte Corp., No. 20-CV-400, 2024 WL 3610438, at *62 (S.D.N.Y.

July 29, 2024) (“The claims seek distinct relief, so they are not duplicative.” (cleaned up)).

Moreover, “[a]n unjust enrichment claim is not duplicative if a reasonable trier of fact could find

unjust enrichment without establishing all the elements for one of Plaintiff’s claims sounding in

law.” McCracken v. Verisma Sys., Inc., No. 14-CV-6248, 2017 WL 2080279, at *8 (W.D.N.Y.

May 15, 2017) (cleaned up). Because a reasonable trier of fact could find that Defendants were

unjustly enriched even if they did not engage in a conspiracy or make any materially false

representations, NECEC’s unjust enrichment claim is not duplicative of its antitrust or fraud

claims.

HDD separately argues that NECEC has not adequately alleged that HDD benefited from

the Change Agreement or that equity and good conscience require restitution. (HDD Mem. at

26-27.) But the Court may reasonably infer that HDD, as Campos’s subcontractor, was allocated

at least some of the additional $14.5 million under the Change Agreement. See Delvalle v.

Coca-Cola Co., No. 24-CV-6163, 2025 WL 1489257, at *2 (S.D.N.Y. May 23, 2025) (“When

considering a Rule 12(b)(6) motion to dismiss, the Court draws all reasonable inferences in the

light most favorable to the plaintiff and draws on its judicial experience and common sense.”

(cleaned up)). And at this early stage, NECEC need not prove that equity and good conscience

require restitution, so long as it plausibly alleges that they do. Cf. Yodice v. Touro Coll. & Univ.

Sys., 767 F. Supp. 3d 86, 94 (S.D.N.Y. 2025).

Accordingly, Defendants’ motions to dismiss are denied as to Count Four.

3. Fraud

NECEC’s fraud claim is more difficult to parse. NECEC appears to allege that Campos

committed fraud by submitting a Change Order based on unforeseen rock conditions without

notifying NECEC “that any purported unforeseen conditions resulted from Campos’s intentional

deviation from the permitted bore path.” (FAC ¶ 260; see ECF No. 31-8 at 2.) To state a claim

of fraud under New York law, “a plaintiff must show that (1) the defendant made a material false

representation, (2) the defendant intended to defraud the plaintiff thereby, (3) the plaintiff

reasonably relied upon the representation, and (4) the plaintiff suffered damage as a result of

such reliance.” Bridgestone/Firestone, Inc. v. Recovery Credit Services, Inc., 98 F.3d 13, 19 (2d

Cir. 1996).

Claims of fraud are subject to a heightened pleading standard. Under Rule 9(b) of the

Federal Rules of Civil Procedure, “a party must state with particularity the circumstances

constituting fraud.” Fed. R. Civ. P. 9(b). And the Second Circuit has held that, “when a

complaint charges fraud, it must (1) detail the statements (or omissions) that the plaintiff

contends are fraudulent, (2) identify the speaker, (3) state where and when the statements (or

omissions) were made, and (4) explain why the statements (or omissions) are fraudulent.”

Harsco Corp. v. Segui, 91 F.3d 337, 347 (2d Cir. 1996). “This means the who, what, when,

where, and how: the first paragraph of any newspaper story.” Am. Federated Title Corp. v. GFI

Mgmt. Servs., Inc., 39 F. Supp. 3d 516, 520 (S.D.N.Y. 2014).

NECEC’s allegations of fraud are too vague to meet Rule 9’s heightened pleading

standard. NECEC states generally that “Campos misrepresented and omitted a material fact by

concealing” its deviation from the original bore path, including by restricting NECEC’s access to

the drilling rig control cab, but alleges no details about who from Campos was responsible for

making such a disclosure to NECEC, who restricted NECEC’s access to the drilling rig control

cab and how, when that concealment took place, and what else Campos did to conceal its

deviation from the bore path. (FAC ¶¶ 124, 261-62.) These allegations, without more, do not

“give rise to a strong inference of fraudulent intent.” PetEdge, Inc. v. Garg, 234 F. Supp. 3d

477, 491 (S.D.N.Y. 2017); cf. Cable First Constr., Inc. v. Lepetiuk Eng’g Corp., No. 24-871,

2025 WL 2016277, at *2 (2d Cir. July 18, 2025) (summary order) (affirming the dismissal of a

fraud claim where the plaintiff “did not allege any specific statements, false or otherwise, or

identify any specific speaker”).

Accordingly, Count Six is dismissed for failure to state a claim.

4. Implied Covenant of Good Faith and Fair Dealing

NECEC asserts breach of the implied covenant of good faith and fair dealing arising from

Campos’s use of Change Orders to strongarm NECEC into signing the Change Agreement.

(FAC ¶ 345.) “The covenant of good faith and fair dealing is implied in every contract,” and

“embraces a pledge that neither party shall do anything which will have the effect of destroying

or injuring the right of the other party to receive the fruits of the contract.” Emmet & Co. v.

Cath. Health E., 49 Misc. 3d 1058, 1073 (N.Y. Sup. 2015) (quotation marks omitted).

Campos argues that this claim is deficiently pleaded because it is based on conduct that

took place before NECEC signed the Change Agreement and is duplicative of NECEC’s unjust

enrichment claim. (Campos Mem. at 25-26; ECF No. 17 at 17.) But NECEC premises this

claim on the Campos Agreement, not the Change Agreement. (FAC ¶ 346.) And the claim is

not duplicative, as Campos asserts. While NECEC brings unjust enrichment claims to recover

funds that it alleges were wrongfully disbursed under the Change Agreement, it brings an

implied covenant claim based on implied duties that Campos owed to NECEC under the Campos

Agreement. The two theories of recovery are distinct.

NECEC alleges that the Campos Agreement contained an implied covenant that barred

Campos from coercing NECEC into signing the Change Agreement. (FAC ¶¶ 345-46.) This is

sufficient to state a claim for breach of the implied covenant of good faith and fair dealing. Cf.

Kitchen Winners NY Inc. v. Rock Fintek LLC, 668 F. Supp. 3d 263, 288-89 (S.D.N.Y. 2023)

(sustaining a claim for breach of the implied covenant where respondents “require[ed] [the

complainant] to perform unexpected, uncontracted-for actions in order to receive the goods and

rebate owed to it under the [agreement]”).

Accordingly, Campos’s motion to dismiss is denied as to Count Fifteen.

D. Unprofessional Conduct

In its Amended Complaint, NECEC also brings an implied covenant claim on the basis

that Campos “engag[ed] in unprofessional conduct,” including by “creating undue delay, failing

to institute proper safety measures on the job site, and failing to perform adequate mud-testing

and other best drilling practices.” (FAC ¶ 335.) But as NECEC notes in its opposition, and as

the Court is entitled to consider, the Campos Agreement explicitly addresses such claims at

§§ 3.1(c), 3.2(d)(i), and 10.10(a)(iii), which mandate that Campos perform its work according to

“Good Utility Practice,” defined as practices “consistent with good business practices, reliability,

safety and expedition.” (Campos Agmt. at 12, 22-23, 27, 92 (§§ 3.1(c), 3.2(d)(i), 10.10(a)(iii)).)

See MMP Cap., Inc. v. Punyakam, PLLC, No. 20-CV-01755, 2022 WL 1750434, at *5 n.6

(E.D.N.Y. Apr. 5, 2022) (“When evaluating the adequacy of a complaint for breach of contract,

the court may consider any written instrument attached to the complaint as an exhibit[.]”

(quotation marks omitted)), report and recommendation adopted sub nom. MMP Cap., Inc. v.

Punyakam, PPLC, No. 20-CV-1755, 2022 WL 1749825 (E.D.N.Y. May 31, 2022).

An implied covenant claim cannot stand where an express contract already addresses the

subject matter at issue. See Socci v. JPMorgan Chase & Co., No. 17-CV-5469, 2024 WL

4485497, at *6 (E.D.N.Y. Aug. 13, 2024) (collecting cases), report and recommendation

adopted, No. 17-CV-5469, 2024 WL 4344845 (E.D.N.Y. Sept. 30, 2024). NECEC attempts to

convert its implied covenant claim into a breach-of-contract claim in its opposition. (Opp. at 32.)

Unfortunately for NECEC, however, “it is axiomatic that the Amended Complaint cannot be

amended by the briefs in opposition to a motion to dismiss.” Touchstone Rsch. Grp. LLC v.

United States, No. 18-CV-3451, 2019 WL 4889281, at *3 n.5 (S.D.N.Y. Oct. 3, 2019) (cleaned

up).

Because the Campos Agreement explicitly addresses the claim that NECEC asserts under

an implied-covenant theory, Count Thirteen is dismissed for failure to state a claim.

E. Mechanic’s Lien

Finally, NECEC seeks a declaratory judgment invalidating the Notice of Mechanic’s Lien

Claim that Campos has filed in Maine on the basis that NECEC has lawfully rescinded the

Change Agreement. (FAC ¶ 356.) Campos is correct, however, that this Court lacks jurisdiction

to adjudicate this claim.

Under the Declaratory Judgment Act, courts “may declare the rights and other legal

relations of any interested party seeking such declaration” regarding a controversy “within its

jurisdiction.” 28 U.S.C. § 2201(a) (emphasis added). No party disputes, however, that this

claim is an in rem action, since it seeks to invalidate Campos’s efforts to obtain a security

interest in real property. See Galveston, H. & H.R. Co. v. Cowdrey, 78 U.S. 459, 482 (1870)

(defining a “mechanics’ lien” as a vehicle “by which a person furnishing materials or work on a

building acquires a lien on the property to secure the payment of his claim”); Mosley v. Selip &

Stylianou, LLP, No. 25-CV-2919, 2025 WL 2614972, at *2 n.6 (E.D.N.Y. Sept. 10, 2025) (“An

action in rem is an action involving or determining the status of a thing.” (cleaned up)).

“It is axiomatic that in rem jurisdiction exists in an action only where the subject matter

of the action . . . is within the jurisdiction of the court in which the action lies.” In re Millenium

Sea Carriers, Inc., 275 B.R. 690, 698 (S.D.N.Y. 2002) (citing American Bank of Wage Claims v.

Registry of the District Court of Guam, 431 F.2d 1215, 1218 (9th Cir. 1970)); see also Rolls

Royce Industrial Power (India) v. M.V. FRATZIS M., 905 F. Supp. 106, 107 (S.D.N.Y. 1995)

(“As a general matter, a court cannot make orders relating to or in aid of an in rem claim unless

the res is within the court’s jurisdiction.”). Because the construction project at issue in this case

is located in Maine, in rem jurisdiction exists only in Maine.

NECEC underscores that, on October 29, 2025, the state court overseeing Campos’s lien

action stayed that proceeding pending this one, and argues that this stay “implicitly recogniz[es]

this Court’s authority to declare the rights and obligations of the parties.” (Opp. at 49.) But the

fact of the stay does not overcome—or even purport to contradict—the case law suggesting that

in rem jurisdiction to adjudicate the lien action exists only in the court in whose jurisdiction the

property lies. Should the Change Agreement be deemed lawfully rescinded or otherwise

invalidated in this case, NECEC can always litigate the lien action separately in Maine state

court.

Accordingly, Count Sixteen is dismissed on jurisdictional grounds.

V. Conclusion

For the foregoing reasons, Defendants’ motions to dismiss NECEC’s Amended

Complaint are GRANTED in part and DENIED in part. Counts One, Two, Five, Six, Ten,

Twelve, Thirteen, Fourteen, and Sixteen are dismissed with prejudice. Defendants’ motions are

DENIED as to all other claims.

Defendants shall file an answer to the remaining claims within 14 days after the date of

this Opinion and Order. See Fed. R. Civ. P. 12(a)(4)(A).

The Clerk of Court is directed to close the motions at Docket Numbers 42, 45, and 48.

SO ORDERED.

Dated: June 1, 2026

New York, New York

United States District Judge

26