# Opinion

> District Court, S.D. New York · June 1, 2026

URL: https://www.frixlaw.com/law-library/cases/11390713

## Case

- **Full name:** NECEC Transmission LLC v. Campos EPC, LLC, et al.
- **Court:** District Court, S.D. New York
- **Decided:** June 1, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

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

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11390713. Public record. Not legal advice.