MEMORANDUM DECISION AND ORDER I. INTRODUCTION Plaintiff, Maltbie’s Garage Company, Inc., commenced this action on May 19, 2021, in Warren County Supreme Court against Defendant, General Motors, LLC, for violations of the New York Franchised Motor Vehicle Dealer Act (hereinafter “the Dealer Act”). Dkt. No. 2. On May 21, 2021, Defendant removed this action to the Northern District of New York. Dkt. No. 1. Defendant has moved to dismiss Plaintiff’s Complaint. As set forth below, Defendant’s motion to dismiss is granted-in part and denied-in-part. II. BACKGROUND Plaintiff has been a Chevrolet dealer in upstate New York since 1946. Dkt. No. 2 at 3. In 2017, due to an error in paperwork and through no fault of Plaintiff’s, its floorplan lender, Ally Financial, declared Plaintiff out of trust and suspended its floorplan line. See id. at 4. While the financial arrears were eventually resolved, Ally would not reinstate Plaintiff’s floorplan. See id. Without a prime floorplan lender, Plaintiff was forced to turn elsewhere. See id. at 5. Plaintiff secured floorplan financial, first with NextGear Capital, and later with Westlake Financial (the “Westlake Floorplan”). Both were at usurious rates, well above those charged to most Chevrolet dealers. See id. To secure the Westlake Floorplan, Plaintiff was forced to borrow money in a letter of credit from a local “hard” money lender, Anthony Ianniello, at high interest rates (“Ianniello LOC”). See id. at 6. Between the high rates charged under the Westlake Floorplan and the Ianniello LOC, Plaintiff was barely able to stay afloat. See id. at 7. When the COVID-19 pandemic struck, however, Plaintiff was unable to meet its financial obligations. See id. at 8. Plaintiff continued to sell cars in the face of high interest charges until November, at which point the interest rates became too much to bear. See id. at 9. Unable to sustain the floorplan financial model forced on it, Plaintiff transitioned to a cash-only model for purchasing new vehicles. See id. Unsurprisingly, this new cash-only model has resulted in fewer new car sales. See id. According to the Complaint, Defendant has a wholly owned captive finance arm, GM Financial, which could have provided Plaintiff with a floorplan lifeline if it chose to do so. See id. at 10. The line would be fully secured by the vehicles themselves, thereby presenting little risk for Defendant or GM Financial. See id. Plaintiff, however, alleges that Defendant is actually looking for Plaintiff to go out of business so that it can given Plaintiff’s franchise “to a preferred dealer waiting in the wings.” Id. at 11. Plaintiff and Defendant are parties to a Dealer Sales and Service Agreement and Standard Provisions (the “Dealer Agreement”) for Chevrolet, as amended effective November 1, 2020. See id. at 13. A little over a month after amending the Dealer Agreement, Defendant issued a notice of breach (“Breach Notice”), stating that because Plaintiff’s floorplan had been suspended on November 17, 2020, Plaintiff needed to have a floorplan reinstated or find alternative financing within thirty days. See id. at 14. On January 22, 2021, Defendant issued a notice of termination (“Termination Notice”), telling Plaintiff that it was terminating the franchise effective April 30, 2021, regardless of whether Plaintiff could obtain alternative floorplan financing. See id. at 15. On March 29, 2021, given Defendant’s refusal to help Plaintiff stay in business, Plaintiff signed an Asset Sale Agreement to transfer the franchise and the assets to Adirondack Auto Group LLC, owned by Janette Hammond, for goodwill valued at $1,450,000. See id. at 16. According to the Complaint, Ms. Hammond is well-qualified to own and run a car dealership. See id. at 17. Prior to entering the automotive retail industry, Ms. Hammond worked with dealerships throughout the Capitol Region on developing marketing strategies, advertising plans, reputation management, and social media development. See id. Ms. Hammond would go on to attend and graduate from the National Automobile Dealer Association (“NADA”) Dealer Academy, where she distinguished herself among her peers. See id. at 18. While at the NADA Dealer Academy, Ms. Hammond was recognized on multiple occasions for her outstanding writing and business acumen. See id. at 20. Ms. Hammond accomplished all of this while working at Maltbie’s and helping it navigate through difficult times caused by unprecedented challenges to its business. See id. Despite Ms. Hammond’s qualifications and ability to own and operate a dealership like Plaintiff’s, Defendant did not consider her application, which Plaintiff claims is a violation of the Dealer Agreement and the Dealer Act. See id. at 21. According to Plaintiff, under the Dealer Agreement, if Plaintiff presents a proposed sale of the franchise, “General Motors will consider Dealer’s proposal and not unreasonably refuse to approve it.” Id. at 22. Moreover, Plaintiff claims that nothing in the breach provisions or termination provisions in the Dealer Agreement obviates Defendant’s obligation to consider a proposed sale in good faith. See id. Additionally, Plaintiff argues that the Dealer Act prohibits a manufacturer from “unreasonably withhold[ing] consent to the sale or transfer of an interest” in a dealership, and the manufacturer must provide specific reasons in writing for its withholding of consent. Id. at 23 (quoting N.Y. Veh. & Traf. L. §463(2)(k)). Plaintiff claims that nothing in the Dealer Act alters these requirements simply because a termination notice has been issued. See id. Finally, the complaint alleges that, in violation of its contractual obligations to it, Defendant has not dealt with Plaintiff in the manner required under the Dealer Agreement. See id. at 24. The Dealer Agreement recognizes that Plaintiff “relies upon [General Motors] to provide sales and service support and to continually strive to enhance the quality and competitiveness of its products. This mutual dependence requires a spirit of cooperation, trust and confidence between General Motors and [Plaintiff].” Id. at 25. Plaintiff notes that New York law recognizes an implied covenant of good faith and fair dealings in all contracts, and argues that Defendant has violated this covenant by, among other things, refusing to provide Plaintiff with floorplan financing needed to purchase vehicles from Defendant, and refusing to consider the transfer of the franchise to a qualified candidate. See id. at
26-27. III. DISCUSSION A. Standard of Review A motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure tests the legal sufficiency of the party’s claim for relief. See Patane v. Clark, 508 F.3d 106, 111-12 (2d Cir. 2007) (citation omitted). In considering the legal sufficiency, a court must accept as true all well-pleaded facts in the pleading and draw all reasonable inferences in the pleader’s favor. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007) (citation omitted). This presumption of truth, however, does not extend to legal conclusions. See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted). Although a court’s review of a motion to dismiss is generally limited to the facts presented in the pleading, the court may consider documents that are “integral” to that pleading, even if they are neither physically attached to, nor incorporated by reference into, the pleading. See Mangiafico v. Blumenthal, 471 F.3d 391, 398 (2d Cir. 2006) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002)). To survive a motion to dismiss, a party need only plead “a short and plain statement of the claim,” see Fed. R. Civ. P. 8(a)(2), with sufficient factual “heft to ‘sho[w] that the pleader is entitled to relief[,]‘” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007) (quotation omitted). Under this standard, the pleading’s “[f]actual allegations must be enough to raise a right of relief above the speculative level,” see id. at 555 (citation omitted), and present claims that are “plausible on [their] face,” id. at 570. “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.” Iqbal, 556 U.S. at 678 (citation omitted). “Where a complaint pleads facts that are ‘merely consistent with’ a defendant’s liability, it ‘stops short of the line between possibility and plausibility of “entitlement to relief.”‘” Id. (quoting [Twombly, 550 U.S.] at 557, 127 S. Ct. 1955). Ultimately, “when the allegations in a complaint, however true, could not raise a claim of entitlement to relief,” Twombly, 550 U.S. at 558, or where a plaintiff has “not nudged [its] claims across the line from conceivable to plausible, the[] complaint must be dismissed[,]” id. at 570. B. Documents to be Considered When considering a motion to dismiss, “[t]he complaint is deemed to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference.” Mangiafico v. Blumenthal, 471 F.3d 391, 398 (2d Cir. 2006) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002)). “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.” Id. (quoting Chambers, 282 F.3d at 153). Defendant presents the Court with, inter alia, four documents for the Court to review when assessing the Plaintiff’s claims: the Standard Provisions of the Dealer Agreement, the Notice of Breach, the Notice of Termination, and a letter sent from Defendant to Plaintiff on April 8, 2021. See Dkt. Nos. 28-3, 28-4, 28-5, 28-6. While not attached to the Complaint, all of these documents are refenced in the Complaint. Dkt. No. 2 at
