DECISION AND ORDER INTRODUCTION On September 29, 2020, Plaintiff Andritz Hydro Canada, Inc. (“Andritz”) filed this action against Defendant Rochester Gas & Electric Corporation (“RG&E”) asserting claims for breach of contract, declaratory judgment, implied-in-fact contract, unjust enrichment, and promissory estoppel. ECF No. 1. On December 18, 2020, RG&E filed a motion to dismiss Andritz’s complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). ECF No. 9. RG&E’s motion to dismiss Andritz’s complaint is GRANTED IN PART and DENIED IN PART. RELEVANT FACTS1 Andritz is a foreign corporation organized under the laws of New Brunswick, Canada with a principal place of business of Quebec, Canada. ECF No. 1 2. RG&E is a New York corporation with a principal place of business in Rochester, New York. Id. 3. Andritz designs, manufactures, and supplies equipment and services to hydropower plants in Canada and the United States. Id. 8. RG&E provides utility service to nearly 700,000 electric and natural gas customers in Rochester, New York and the surrounding communities. Id. 9. In 2008, RG&E decided to upgrade and expand a hydroelectric power station it operates in Rochester by installing a new turbine generator. Id.
10-11. To that end, RG&E contracted with Andritz’s predecessor2 for the purchase of such a generator (the “Agreement”). Id. 12. The Agreement is dated February 5, 2008 and provides that: [RG&E] may suspend or terminate this order in whole or in part for its own convenience by giving [Andritz] twenty-four (24) hours notice. In such event [RG&E] shall make payment to [Andritz] for all costs incurred prior to such termination reasonably allocable to this order, under recognized accounting practice, together with a reasonable allowance for overhead and profit on work performed, plus all costs reasonably incurred by [Andritz] as a result of the termination (such as cancellation fees of suppliers or wrap-up costs), less disposal or retention value of termination inventory. This provision shall not be deemed to limit or otherwise affect [RG&E]‘s right to terminate this Agreement for breach or default by [Andritz]. Id.
