MEMORANDUM-DECISION and ORDER I. INTRODUCTION This is an insurance coverage dispute between Albany Airport HIE, LLC and 400 HIE, LLC (collectively “plaintiffs”) and The Hanover Insurance Group, Inc. (“Hanover”) and Citizens Insurance Company of America (“Citizens”) (collectively “defendants”). Plaintiffs seek a judgment declaring that defendants are obligated to provide insurance coverage and seek damages for various contract related claims stemming from a denial of coverage. On April 17, 2017 plaintiffs brought suit against defendants in New York State Supreme Court, Albany County. On May 19, 2017, defendants removed the suit to this Court based upon diversity jurisdiction. Defendants now move for judgment on the pleadings pursuant to Federal Rule of Civil Procedure (“Rule”) 12(c) and summary judgment pursuant to Rule 56 dismissing the four count Complaint. Plaintiffs opposed only defendants’ motion pursuant to Rule 56 to dismiss the second cause of action for breach of contract. Defendants replied. Oral argument was heard on August 1, 2019 in Utica, New York. Decision was reserved. II. BACKGROUND The facts are largely undisputed. They are drawn from the undisputed facts in defendants’ Statement of Material Facts (“Defs.’ SMF”), plaintiffs’ Response Statement of Material Facts and Statement of Additional Material Facts, defendants’ Response to Plaintiffs’ Statement of Additional Material Facts, and the exhibits and affidavits submitted in connection with the motions. Where the facts stated by the moving parties are supported by testimonial or documentary evidence, and denied with only a conclusory statement, or not denied at all, those facts are found to be true. See Local Rule 7.1(a)(3) (“The Court shall deem admitted any properly supported facts set forth in the Statement of Material Facts that the opposing party does not specifically controvert.”). During the relevant time, plaintiffs owned two hotels in the Albany, New York area. In 2010, plaintiffs entered into a management agreement with Bullock Hospitality LLC (“Bullock Hospitality”) to manage both hotels. Tod Hanlon signed the management agreement as sole member and manager of Bullock Hospitality. Defs.’ SMF 13. Defendant Citizens1 issued insurance policy number ZBS 9632488 02 for the policy period from August 1, 2014 through August 1, 2015 (the “policy”). Id. 1. The policy listed eight named insureds including: “400 HIE, LLC DBA ALBANY AIRPORT HOLIDAY INN EXPRESS AND SUITES”; “ALBANY AIRPORT HIE, LLC D/B/A ALBANY AIRPORT HOTEL”; and “BULLOCK HOSPITALITY, LLC.” Id.
