DECISION & ORDER Before the Court are motions to dismiss the Complaint and the counterclaim in this matter that concerns a dispute over a lease for property to be used for solar power generation. See dkt. #s 20, 33. The parties have briefed the issues, and the Court has determined to decide the matter without oral argument.I. BackgroundPlaintiff Dynamic Energy Solutions, LLC (“Dynamic”), helps to “design, finance, build and maintain solar energy projects for commercial, institutional, and utility clients.” Complaint (“Complt.”), dkt. # 1, at 2. Dynamic constructs photovoltaic power stations (“solar farms”) that convert sunlight into electricity “on a large scale.” Id. Dynamic makes money by selling the electricity generated back to the power grid, selling or leasing the solar farm to another party, and by serving as a contractor for solar developments. Id.Operating on this principle, in June 2016 Dynamic executed a Site Lease Option with Defendant Scott Pinney. Id. at 4. That Option provided Dynamic an exclusive option to lease a 15-acre parcel of land from Pinney in Dryden, New York. Id. That parcel was part of 157-acre property that Pinney owned. Id. Dynamic needed the rights to develop property to obtain licenses, permits, and funding necessary to build the solar farm. Id. Part of the funding was to come from a state grant. Id. Dynamic also planned to engage in due diligence on the property to determine the feasibility of the project. Id.Plaintiff alleges that Pinney leased the “exact same” property to Dynamic’s Competitor, Defendant Sun8 within a few months of signing the Lease Option with Dynamic. Sun8 is a wholly-owned subsidiary of Defendant Distributed Sun, LLC (“Distributed Sun”), one of Dynamic’s competitors. Id. at
5, 19. Plaintiff alleges that Distributed Sun develops solar energy. Id. at 18. Pinney leased the entire 157-acre parcel to Sun8, which “necessarily subsum[ed]” the property Dynamic hoped to develop. Id. 5. Pinney did not inform Dynamic of the competing lease until Dynamic attempted to exercise its option on the smaller tract of land. Id. By the time Dynamic sought to exercise its option, Dynamic had already spent a considerable sum of money applying for approvals necessary for the project. Id. at 6. Dynamic had also been awarded a $1.05 million grant from NYSERDA, New York’s renewable energy agency. Id. That grant applied only to the property on which Sun8 negotiated a lease. Id. Fearful about economic loss, Dynamic contacted Pinney, Sun 8, and Distributed Sun in an attempted to find a solution. Id. at 7. The Defendants refused Dynamic’s offer. Id. Pinney recorded Sun8′s lease for Sun8′s benefit and issued Sun8 an “estoppel certificate,” which stated that the Sun8 lease had priority on the land. Id. Dynamic claims that Defendants’ conduct cost Dynamic millions, “including wasted cost outlays, loss of the state grant, loss of the value of the development, and wasted time.” Id. at 8.Plaintiff further alleges that Distributed Sun and Sun8 applied for “permits, zoning changes, licenses and/or other permission from the Town of Dryden” as part of the Defendants’ proposed solar farm. Id. at 9. Shortly after Defendants sent in the applications, but before Defendants rejected Sun8 and Pinney’s attempts to solve the lease problem, Dynamic’s general counsel sent the Town of Dryden a letter requesting that the Town take no action on the Defendants’ pending applications. Id. at 10. Counsel sought time to resolve the leasing dispute. Id.After Dynamic sent these letters, Defendants Distributed Sun and Sun8 filed a lawsuit in the Supreme Court of Tompkins County, New York. Id. at 11. The action, Sun8 PDC LLC v. Scott Pinney and Dynamic Energy Solutions, LLC, brought a number of claims, including one for tortious interference with a contract. Id. In this respect, Distributed Sun and Sun8 pionted to Dynamic’s letter to the Town of Dryden, as well as “other unspecified ‘contact[] with [T]own officials, members of the Dryden Planning Board and/or Town Board, and [T]own residents[.]‘” Id.Plaintiff alleges that the tortious interference claim in this case “could not possibly have had a substantial basis in fact and law” and was not “supported by a substantial argument for extension, modification or reversal of existing law.” Id. at 14. Plaintiff contends that the tortious-interference claim was “frivolous,” as evidenced by Sun8′s voluntary dismissal of that count after the parties briefed a dismissal motion. Id.Plaintiff further contends that Sun8 filed the motion “to harass, intimidate, punish, or otherwise inhibit Dynamic’s free exercise of its speech, petition, or association rights.” Id. at 15. Distributed Sun’s own conduct, Plaintiff claims, supports this interpretation. Id. According to Plaintiff, “Distributed Sun’s Chief Executive Officer (“CEO”) called Dynamic’s CEO,” threating “to f@$ percent [Dynamic] up.” Id. at 15. Plaintiff alleges that “Distributed Sun directed the filing of the Sun8 lawsuit the next day.” Id.Plaintiff filed the instant Complaint on July 27, 2018. The Complaint contains two counts. Count One seeks damages for breach of contract against Pinney. Count Two seeks damages against Sun8 and Direct Sun for filing a Strategic Lawsuit Against Public Participation (a “SLAPP” suit) in violation of New York Civil Rights Law §§70-a and 76-a. Direct Sun and Sun8 filed a motion to dismiss the action against those Defendants. See dkt. # 20. The relevant parties briefed those issues.Pinney filed an Answer and Counterclaim. See dkt. # 21. Pinney’s Counterclaim centers on the conduct of Ron Szymanski. Pinney alleges that Dynamic had a contractual relationship with Szymanski beginning on or about November 21, 2014. Id. at 3. Pinney claims that Szymanski operated as the agent and alter ego of Dynamic at all relevant times. Id. at 4. According to Pinney, Szymanski’s “duty to Dynamic was to locate real property that might be used for solar projects by solar energy developers other than Dynamic.” Id. at 5. Szymanski allegedly approached Pinney in late 2015 or early 2016 to inquire about his interest in leasing land for solar energy development; he did not reveal to Pinney that he was serving as Dynamic’s agent. Id. at
