OPINION & ORDER Plaintiffs Anicasia Diaz, Ludwig Alonso, Julia DeLeon, Maria Gomez, Fredeswinda Morciglio, Mariola Truszkowski, and Pedro Quinones (collectively, “Plaintiffs”) bring this action under §301 of the Labor Management Relations Act (“LMRA”) against Defendants Local No. 241, Transport Workers Union of America, University Division (“Local 241″) and Columbia University (collectively, “Defendants”). Plaintiffs contend that Local 241 breached its duty of fair representation and that Columbia violated its collective bargaining agreement with Local 241. Columbia moves to dismiss the Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the following reasons, Columbia’s motion to dismiss is granted in part and denied in part. BACKGROUND Plaintiffs are members of Local 241 and are employed by Columbia as “Heavy Cleaners.” (Am. Compl., ECF No. 24 (“AC”),
6-12.) Local 241 is the exclusive bargaining agent for Plaintiffs. (AC 13.) Plaintiffs’ employment is governed by a collective bargaining agreement between Local 241 and Columbia, effective April 1, 2016 through March 31, 2020 (the “CBA”). (AC 15.) Article 6, Section 3(h) of the CBA provides: “All overtime assignments will be distributed as equally as possible by job classification and seniority on a rotating list and appropriately recorded. Lists will be posted in an area accessible to employees. Each appropriate group will decide on the proper administration of such lists.” (AC 16.) Plaintiffs contend that overtime assignments have not been distributed “as equally as possible” in violation of Article 6, Section 3(h). (AC 17.) Instead, Plaintiffs assert that overtime assignments are distributed preferentially to relatives and friends of union officials. (AC 17.) Moreover, Plaintiffs allege that overtime lists were not posted until approximately January 2018, and when they were, they understated overtime hours worked by union officials’ relatives and friends. (AC 20.) On August 15, 2017, Plaintiffs wrote a letter to Local 241 and Columbia complaining that overtime was distributed unequally. (AC 22.) While Local 241 did not respond, Columbia replied that it was “not aware of any violation of the CBA as it relates to overtime distribution.” (AC 22.) On October 25, 2017, Plaintiffs filed a grievance with both Local 241 and Columbia, alleging that “[o]vertime assignments are not distributed equally,” that “[r]elatives and friends of union officials are given preference for overtime assignments,” and that overtime “[l]ists are not posted.” (AC, Ex. A.) Two days later, Local 241 responded that Columbia was “the proper party that should receive a grievance under the CBA.” (AC 24.) That same day, Columbia advised Plaintiffs it had forwarded their grievance to Local 241. (AC 25.) On October 30, 2017, Plaintiffs informed Local 241 that they were “willing to allow the union to engage in a good faith investigation of their claims, to be followed by appropriate actions in response.” (AC 26.) Local 241 never acknowledged Plaintiffs’ proposal and has failed to explain why it refused to act on Plaintiffs’ grievance. (AC 27.) DISCUSSION I. Legal Standard On a motion to dismiss, a court accepts all facts alleged in the complaint as true and construes all reasonable inferences in a plaintiff’s favor. ECA Local 134 IBEW Joint Pension Tr. Fund of Chi. v. JP Morgan Chase Co., 553 F.3d 187, 196 (2d Cir. 2009). The complaint must nevertheless “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) (quotation marks omitted). Indeed, to survive a motion to dismiss, the Court must find the claim rests on factual allegations sufficient to “raise a right to relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); see also Iqbal, 556 U.S. at 678 (“The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.”) “Determining whether a complaint states a plausible claim for relief will…be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” S. Cherry St. LLC v. Hennessee Grp. LLC, 573 F.3d 98, 110 (2d Cir. 2009) (quoting Iqbal, 556 U.S. at 679). II. Threshold Matters Before deciding whether the Amended Complaint states a plausible claim for relief, this Court addresses two issues raised in Columbia’s motion to dismiss: (1) whether the Amended Complaint is the operative pleading in this action, and (2) whether the Court may consider extraneous documents appended to Columbia’s motion. A. Operative Pleading To begin, Columbia urges this Court to disregard the Amended Complaint and treat the original complaint filed on November 17, 2017 (the “Original Complaint”) as the operative pleading. (Mem. of Law in Supp. of Def.’s Mot. to Dismiss, ECF No. 42 (“Def.’s MTD”), at 6.) Columbia argues that the Original Complaint included allegations demonstrating that Plaintiffs knew of and complained about the purported overtime inequities as early as 2008. (See Def.’s MTD, at 7-8.) And because claims under §301 of the LMRA are governed by a six-month statute of limitations that “begins to run when a plaintiff knows or reasonably should know that the [u]nion has breached its duty of fair representation,” Columbia believes Plaintiffs’ claims — as alleged in the Original Complaint — are time-barred. (Def.’s MTD, at 10 (quoting Flanigan v. Int’l Bhd. of Teamsters, Local No. 671, 942 F.2d 824, 827 (2d Cir. 1991)) (emphasis removed).) Columbia voiced this statute of limitations defense in a January 16, 2018 pre-motion letter and during a February 9, 2018 pre-motion conference. This Court afforded Plaintiffs an opportunity to amend their complaint. (See Def.’s MTD, at 7.) The Amended Complaint omits the allegations Columbia asserts render Plaintiffs’ claims stale. For instance, Columbia notes that the Amended Complaint removes Plaintiffs’ initial contention that overtime assignments had been distributed inequitably “for at least a decade” and deletes a previously-included 2016 example of such inequitable distribution concerning Quinones and Morciglio. (Def.’s MTD, at 7.) In place of those allegations, the Amended Complaint states that “overtime assignments, up until the present day, have not been as equally distributed as possible” and includes a 2017 example of inequitable distribution. (Def.’s MTD, at 7 (emphasis added).) The Amended Complaint also excludes Plaintiffs’ original contention that “Plaintiffs sent a letter and distributed a petition in 2008 and filed grievances in 2010 and 2016.” (Def.’s MTD, at 7-8.) These adjustments — according to Columbia — are an impermissible attempt to plead around the time bar. (Def.’s MTD, at 8.) While “[i]t is well established that an amended complaint ordinarily supersedes the original and renders it of no legal effect,” Int’l Controls Corp. v. Vesco, 556 F.2d 665, 668 (2d Cir. 1977), “[i]n rare circumstances, courts in the Second Circuit will consider prior pleadings,” 2002 Lawrence R. Buchalter Alaska Tr. v. Phila. Fin. Life Assurance Co., 96 F. Supp. 3d 182, 206 (S.D.N.Y. 2015). A court will do so only “when the plaintiff directly contradicts the facts set forth in his original complaint.” 2002 Lawrence R. Buchalter Alaska Tr., 96 F. Supp. 3d at 206 (quotation marks omitted); see Dozier v. Deutsche Bank Tr. Co. Ams., 2011 WL 4058100, at *4 (S.D.N.Y. Sept. 1, 2011) (disregarding plaintiff’s statement in second amended complaint that defendant did not create a tax reserve fund where defendant alleged the opposite in previous pleadings); Wallace v. N.Y.C. Dep’t of Corr., 1996 WL 586797, at *1-2 (E.D.N.Y. Oct. 9, 1996) (discrediting amended complaint alleging a “policy” of wrongful conduct where plaintiff previously alleged that injuries resulted from an “aberration”). Thus, “[w]here…an amended pleading is not in ‘direct’ contradiction with the original pleading, courts apply the general rule recognizing that an amended pleading completely replaces the original pleading.” Brooks v. 1st Precinct Police Dep’t., 2014 WL 1875037, at *3 (E.D.N.Y. May 9, 2014). Plaintiffs’ alterations do not warrant the “rare” action of disregarding the Amended Complaint. Columbia has not shown that Plaintiffs’ alterations “directly contradict” the Original Complaint, “[a]nd the mere fact that…[P]laintiff[s] [have] chosen to omit, for strategic reasons…fact[s] alleged in an earlier pleading does not entitle the Court to consider [those] fact[s] once it has accepted the amended pleading for filing.” Vasquez v. Reilly, 2017 WL 946306, at *4 (S.D.N.Y. Mar. 9, 2017); see 2002 Lawrence R. Buchalter Alaska Tr., 96 F. Supp. 3d at 205-06 (refusing to take judicial notice of prior allegations allegedly showing plaintiffs’ claims were time-barred because “[p]laintiffs merely removed certain allegations from their Complaint and First Amended Complaint instead of alleging directly contradictory facts”); Brooks, 2014 WL 1875037, at *3 (“Plaintiff’s Amended Complaint omits a fact that was included in his original Complaint, but does not ‘directly contradict’ any factual allegations made in the original Complaint. The Court therefore finds that the Amended Complaint replaces the original complaint and because Plaintiff does not include the date of the incident in his Amended Complaint, the Court cannot determine whether Plaintiff’s action is time-barred.”). Ironically, Columbia concedes that the “the Amended Complaint is devoid of any substantive factual changes.” (Def.’s MTD, at 8.) Indeed, the Original and Amended Complaints state the same core facts, namely: (1) Defendants preferentially allocated overtime assignments to relatives and friends of Local 241 officials; (2) overtime lists were not posted until January 2018, and when they were posted, they understated the overtime hours worked by union officials’ relatives and friends; and (3) in October 2017, Plaintiffs’ filed a grievance with Columbia and Local 241, which was ignored. And while “[t]his Court sympathizes with [Columbia's] argument that [Plaintiffs] made certain factual changes in the [A]mended [C]omplaint expressly to avoid dismissal of their…claim[s] [on statute of limitations grounds],” Kermanshah v. Kermanshah, 580 F. Supp. 2d 247, 267 (S.D.N.Y. 2008), “[i]t is not uncommon for litigants to amend pleadings in response to deficiencies pointed out by an adversary or even by the Court, either before a dispositive motion is filed or in response to a ruling on a motion that grants leave to replead,” Streit v. Bushnell, 424 F. Supp. 2d 633, 639 (S.D.N.Y. 2006). This Court therefore concludes that the Amended Complaint replaced the Original Complaint as the operative pleading. B. Extraneous Documents Considered Columbia appends several exhibits to its motion to dismiss and asks this Court to consider them. Columbia asserts that these documents are “integral to [Plaintiffs'] claim[s]” and demonstrate that the claims are untimely. (Def.’s MTD, at 4-5.) Generally, “ this Court may not properly consider materials outside the [c]omplaint without treating the motion [to dismiss] as one for summary judgment.” Okla. Firefighters Pension and Ret. Sys. v. Lexmark Int’l, Inc., 367 F. Supp. 3d 16, 28 (S.D.N.Y. 2019) (citing Chambers v. Time Warner, Inc., 282 F.3d 147, 152 (2d Cir. 2002)). For purposes of this rule, however, the complaint includes “the documents attached to the complaint as exhibits, and any documents incorporated in the complaint by reference.” Peter F. Gaito Architecture, LLC v. Simone Dev. Corp., 602 F.3d 57, 64 (2d Cir. 2010) (quotation marks omitted). To be incorporated by reference, the plaintiff must make a “clear, definite and substantial reference to the documents.” Helprin v. Harcourt, Inc., 277 F. Supp. 2d 327, 330-31 (S.D.N.Y. 2003). “Even where a document is not incorporated by reference, the court may nevertheless consider it where the complaint relies heavily upon its terms and effect, which renders the document integral to the complaint.” Chambers, 282 F.3d at 153 (emphasis added) (quotation marks omitted). “A court may [also] take judicial notice of a document filed in another court not for the truth of the matters asserted in the other litigation, but rather to establish the fact of such litigation and related filings.” Glob. Network Comm’ns, Inc. v. City of N.Y., 458 F.3d 150, 157 (2d Cir. 2006) (quotation marks omitted); see also Kavowras v. N.Y. Times Co., 328 F.3d 50, 57 (2d Cir. 2003) (approving district court’s consideration of plaintiff’s National Labor Relations Board charge in deciding a motion to dismiss). With these principles in mind, the Court addresses each exhibit in turn. Exhibits A and B are copies of the Original and Amended Complaint, respectively. This Court has already found that the Amended Complaint supersedes the Original Complaint. As such, this Court declines to consider Exhibit A. Exhibit C is a November 30, 2006 news article, accusing Local 241 president-elect, Enzo Rodriguez, of engaging in favoritism and misappropriation of overtime. The article is neither incorporated by reference nor integral to the Amended Complaint. Accordingly, this Court declines to consider it. Exhibit D is an August 14, 2008 letter to Local 241 signed by — among others — Diaz and Quinones. The letter asserts that overtime is distributed unfairly. Again, the letter is neither incorporated by reference nor integral to the Amended Complaint. The Court therefore declines to consider Exhibit D. Exhibit E is an unfair labor practice charge Diaz filed with the National Labor Relations Board (“NLRB”) on May 26, 2010, alleging that Local 241 failed to process a grievance concerning overtime distribution. Exhibit G is a similar NLRB charge filed by Alonso on July 1, 2016, alleging that Local 241 failed to help its members enforce the overtime assignment provision of the CBA. Exhibit H is another NLRB charge filed by Alonso on July 1, 2016 — this time against Columbia — alleging that it failed to abide by the overtime assignment provision in the CBA. Exhibit I is an affidavit from Alonso accompanying the charge attached as Exhibit H. The Court will consider these exhibits — but not for the truth of the matters asserted therein — because in this Circuit it is well-settled that courts may take judicial notice of NLRB charges at the motion to dismiss stage. Ode v. Terence Cardinal Cooke (HCC), 2008 WL 5262421, at *1, n.1 (S.D.N.Y. Dec. 12, 2008) (“Judicial notice may be taken of the NLRB proceeding on this motion to dismiss without converting it into a motion for summary judgment.” (citing Kavowras, 328 F.3d at 57)). Exhibit F is an unsigned July 26, 2010 grievance submitted to Local 241 from unspecified “union members” alleging unfair distribution of overtime. Exhibit J is a similar grievance submitted on July 5, 2016 by Alonso. These grievances were neither attached to the Amended Complaint nor incorporated by reference. And Columbia offers no argument as to how Plaintiffs “relied heavily upon” them in drafting the Amended Complaint. Okla. Firefighters, 367 F. Supp. 3d at 28-29. The Court declines to consider Exhibit F. Exhibit K is a copy of Article 6 of the CBA, which Plaintiffs quote and cite in the Amended Complaint. (See AC
