MEMORANDUM AND ORDER On April 3, 2017, plaintiffs CP Foundation of Nassau, Inc. and United Cerebral Palsy Association of Nassau, Inc. (“Plaintiffs”) commenced this action against Dena Meyers seeking a declaratory judgment that she is obligated to satisfy a $1,000,000 charitable pledge as well as specific performance of that alleged obligation. (ECF No. 1.) Before the Court is defendant’s motion to dismiss the complaint. (ECF No. 20.) For the reasons discussed below, the Court grants defendant’s motion and dismisses Plaintiffs’ complaint in its entirety.I. BACKGROUNDUnited Cerebral Palsy Association of Nassau, Inc. (“UCP Nassau”) is an independent, not-for-profit health agency serving children and adults with cerebral palsy and other developmental disabilities at its treatment facility in Roosevelt, New York. (Compl. 2.) CP Foundation of Nassau, Inc. (the “Foundation”) is UCP Nassau’s not-for-profit fundraising entity charged with raising funds to support the facility. (Id. at 8.)Stephen Meyers — the son of Dena and Ellis Meyers — resided in UCP Nassau’s facility from 1981 until his death in May 2004. (Id. at 10-11.) On March 20, 2007, Dena and Ellis Meyers (the “Meyers”) and the Foundation executed a document entitled “2007 Pledge Agreement” (the “Pledge Agreement”). (Id. at 13.) The Pledge Agreement provides, in relevant part:1. Donors’ Intent to Provide Charitable Bequests. The Donors [Ellis and Dena Meyers] intend to execute estate planning documents, whether by Last Will and Testament, Inter Vivos Trust Agreement, or beneficiary designation, which provide that upon the death of the surviving Donor (or, should the Donors so desire, upon the death of either of them) that a charitable bequest of not less than One Million Dollars ($1,000,000) from the Donors be left to the Charity [the Foundation]. Notwithstanding the foregoing, the Donors are not obligated to undertake the lifetime gifts and/or testamentary bequests contemplated herein, but intend to do the same.2. Charity Commitments. Upon receipt of funds receiving during the lifetime of the Donors, and upon receipt of the bequest(s) set forth above, the Charity shall establish and maintain an endowment fund as follows:…E. The Charity intends to acknowledge receipt of the bequests through a naming ceremony to be scheduled at an [sic] mutually convenient time following the execution of this Pledge Agreement, and the Charity intends to acknowledge receipt as follows:(1) If the sum of the lifetime gifts and testamentary bequests are equal to or greater than $1,000,000, the Adult Program Wing of the Charity shall be named “The Ellis and Dena Meyers Pavilion” with a sign on the outside wall of said building wing equivalent to the draft sign shown on the page affixed to this Pledge Agreement; and(2) A plaque stating: “The Ellis and Dena Meyers Pavilion, establish [sic] in honor and memory of Stephen Meyers,” in a form equivalent to the draft of said plaque shown on the page affixed to the Pledge Agreement, shall be affixed near the outside entrance of said building wing.(Pledge Agreement, Ex. 2 to Compl. at 1-3) (emphasis added). The Pledge Agreement also states that it shall be governed by New York law, that “[n]o supplement, modifications or amendments to this pledge agreement shall be binding unless executed in writing by all of the parties,” and that “[t]his pledge agreement will be binding and shall inure to the benefit of the undersigned, their executors, personal representatives, administrators, heirs, representatives, successors and assigns.” (Id. at 3-4.)In June 2007, Plaintiffs held a dedication ceremony to rename the Adult Day Program Building of UCP Nassau as the “Ellis and Dena Meyers Pavilion” and installed a plaque dedicating the Pavilion to Stephen Meyers on the building, which reads: “The Ellis and Dena Meyers Pavilion, established in honor and memory of Stephen Meyers.” (Compl.
