OPINION AND ORDER Plaintiff Kosher Ski Tours Inc. brings this action against defendant Okemo Limited Liability Company (“Okemo”), alleging breach of contract.1 Now pending is plaintiff’s motion for leave to amend and supplement the complaint pursuant to Rule 15. (Doc. #59). For the following reasons, the motion is GRANTED IN PART and DENIED IN PART. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332. BACKGROUND I. The Original Complaint Plaintiff “markets and operates group ski tours and vacations.” (Doc. #1-1 (“Compl.”) 10). It principally serves Orthodox Jews. Okemo owns and operates a ski resort in Vermont. Plaintiff contends it has offered customers ski packages at Okemo’s resort since 2014. These packages include ski lift tickets and lodging at Okemo, which plaintiff purchases from Okemo at a group discount, as well as kosher food. Plaintiff alleges it entered into an agreement with Okemo dated December 27, 2019, which it calls the “Holiday Agreement.” (Compl. 12; see id. Ex. 1). Pursuant to the Holiday Agreement, plaintiff agreed to pay a $300 nonrefundable deposit, and Okemo agreed to reserve 492 room nights between December 10 and December 14, 2020, and to sell ski lift tickets to plaintiff at a group rate. Plaintiff paid the deposit. Plaintiff alleges, however, that Okemo notified plaintiff via email on September 18, 2020, that the agreement was terminated in light of the ongoing COVID-19 pandemic. In its original complaint, plaintiff asserted one cause of action: breach of contract. Namely, plaintiff alleges Okemo’s termination of the Holiday Agreement was a material breach and anticipatory repudiation of the contract. II. The Proposed Amended and Supplemented Complaint The Court issued a Civil Case Discovery Plan and Scheduling Order on January 15, 2021, which established a deadline of February 16, 2021, for the parties to move to amend pleadings or to join additional parties. (Doc. #16 3). On March 2, 2021, plaintiff informally sought leave to supplement its complaint to assert claims arising from the breach of another agreement between it and Okemo, which it calls the “Standing Agreement.” (Doc. #17; see Doc. #61-1 (“Proposed Am. Compl.”) Ex. 1). The Court directed plaintiff to file a formal motion (Doc. #20), and plaintiff did so on March 19, 2021. (Doc. #23). On July 28, 2021, after the motion was fully submitted, plaintiff moved again to amend and supplement its complaint, this time to assert discrimination claims based on information adduced in discovery. (Doc. #59). Plaintiff’s proposed amended and supplemented complaint includes six new claims, falling into two categories. In the first category, plaintiff seeks to supplement its complaint with allegations concerning Okemo’s breach of the Standing Agreement during the pendency of this lawsuit. Plaintiff alleges that, under the Standing Agreement, Okemo agreed to offer significant group discounts to plaintiff for three years. Plaintiff further alleges Okemo refused to accept reservations from plaintiff in breach of the Standing Agreement. With respect to these allegations, plaintiff seeks to assert claims for breach of contract and breach of the implied covenant of good faith and fair dealing. In the second category, plaintiff contends it found evidence in discovery that Okemo’s stated reason for its termination of the Holiday Agreement and breach of the Standing Agreement — the COVID-19 pandemic — was pretext for animus against Jews. To that end, plaintiff seeks to assert claims for violations of Title II of the Civil Rights Act of 1964, 42 U.S.C. §1981, 42 U.S.C. §1982, and the Vermont Fair Housing and Public Accommodations Act (the “VPAA”). DISCUSSION I. Leave to Amend and Supplement Rule 15(a)(2) provides the Court “should freely give leave” to amend a complaint “when justice so requires.” Rule 15(d) provides the Court “may, on just terms, permit a party to serve a supplemental pleading setting out any transaction, occurrence, or event that happened after the date of the pleading to be supplemented.” The Supreme Court has stated that: [i]n the absence of any apparent or declared reason — such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc. — the leave sought should, as the rules require, be freely given. Foman v. Davis, 371 U.S. 178, 182 (1962).2 This standard also applies to motions for leave to supplement pleadings. Quaratino v. Tiffany & Co., 71 F.3d 58, 66 (2d Cir. 1995). An amended or supplemented pleading is futile when, as a matter of law, the proposed complaint would not survive a Rule 12 motion, such as a Rule 12(b)(6) motion for failure to state a claim upon which relief can be granted or a Rule 12(b)(1) motion for lack of subject matter jurisdiction. Panther Partners Inc. v. Ikanos Commc’ns, Inc., 681 F.3d 114, 119 (2d Cir. 2012) (Rule 12(b)(6)); Bandler v. Town of Woodstock, 832 F. App’x 733, 735-36 (2d Cir. 2020) (summary order) (Rule 12(b)(1)). To survive a Rule 12(b)(6) motion, the allegations in a proposed complaint must meet a standard of “plausibility.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557-58 (2007). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. 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.” Id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S. at 556). To survive a Rule 12(b)(1) motion, the allegations in the proposed complaint must demonstrate, among other things, that plaintiff possesses Article III standing to seek the relief requested. Conn. Parents Union v. Russell-Tucker, 8 F.4th 167, 172 (2d Cir. 2021). A plaintiff must demonstrate standing for each form of relief sought. See City of Los Angeles v. Lyons, 461 U.S. 95, 111-12 (1983). To allege Article III standing, a plaintiff must plausibly show it “(1) suffered an injury in fact, (2) that is fairly traceable to the challenged conduct of the defendant, and (3) that is likely to be redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 578 U.S. 330, 338 (2016). “Congress’s creation of a statutory prohibition or obligation and a cause of action does not relieve courts of their responsibility to independently decide whether a plaintiff has suffered a concrete harm under Article III.” TransUnion LLC v. Ramirez, 141 S. Ct. 2190, 2205 (2021). In other words, even if “a statute grants a person a statutory right and purports to authorize that person to sue to vindicate that right,” courts still must evaluate whether that person has suffered “concrete harm.” Id. In addition, Rule 16(b)(4) applies when a party moves to amend a pleading after a court-ordered deadline to do so has expired. See Fed. R. Civ. P. 16(b)(4) (“A schedule may be modified only for good cause and with the judge’s consent.”). As a result, when a motion to amend a pleading is made after the deadline, “the lenient standard under Rule 15(a)…must be balanced against the requirement under Rule 16(b) that the Court’s scheduling order shall not be modified except upon a showing of good cause.” Holmes v. Grubman, 568 F.3d 329, 334-35 (2d Cir. 2009). “Whether good cause exists turns on the diligence of the moving party.” Id. at 335. Rule 16(b)(4) does not apply to Rule 15(d) motions to supplement pleadings. Mason Tenders Dist. Council v. Phase Constr. Servs., Inc., 318 F.R.D. 28, 36 & n.10 (S.D.N.Y. 2016). II. Plaintiff’s Proposed Contract Claims Plaintiff seeks to supplement its complaint with allegations concerning Okemo’s breach of the Standing Agreement during the pendency of this lawsuit and to assert two claims arising from the purported breach of the agreement. Okemo argues these claims are futile because the Standing Agreement is not an enforceable contract and, even if it is, plaintiff has failed to state claims upon which relief can be granted. A. Enforceability Okemo first contends the Standing Agreement is unenforceable for lack of consideration and indefiniteness. The Court disagrees. To prove the existence of an enforceable agreement, “plaintiff must establish an offer, acceptance of the offer, consideration, mutual assent, and an intent to be bound.” Kasowitz, Benson, Torres & Friedman, LLP v. Reade, 98 A.D.3d 403, 404 (1st Dep’t 2012), aff’d, 20 N.Y.3d 1082 (2013).3 “Consideration consists of either a benefit to the promisor or a detriment to the promisee. It is enough that something is promised, done, forborne, or suffered by the party to whom the promise is made as consideration for the promise made to him or her.” Dee v. Rakower, 112 A.D.3d 204, 210 (2d Dep’t 2013). An implied promise, for example, is sufficient consideration for an enforceable contract. Wood v. Lucy, Lady Duff Gordon, 222 N.Y. 88, 90-91 (1917). Any “manifestation of mutual assent” must be “sufficiently definite to assure that the parties are truly in agreement with respect to all material terms.” Express Indus. & Terminal Corp. v. N.Y. State Dep’t of Transp., 93 N.Y.2d 584, 589 (1999). In other words, to be enforceable, an agreement must also be definite, that is, “reasonably certain in its material terms.” Cobble Hill Nursing Home, Inc. v. Henry & Warren Corp., 74 N.Y.2d 475, 482 (1989). “[T]he terms of a contract do not need to be fixed with absolute certainty to give rise to an enforceable agreement.” Kolchins v. Evolution Mkts., Inc., 31 N.Y.3d 100, 107 (2018). Instead, the New York Court of Appeals has warned that “conclu[ding] that a party’s promise should be ignored as meaningless is at best a last resort.” Cobble Hill Nursing Home, Inc. v. Henry & Warren Corp., 74 N.Y.2d at 483. First, drawing all inferences in the proposed complaint in favor of plaintiff, plaintiff has plausibly alleged the Standing Agreement is supported by consideration. That is, plaintiff plausibly alleges that, in exchange for Okemo’s promise to provide discounted rates for lodging and ski lift tickets during certain time frames, plaintiff made an implied promise to book lodging and ski lift tickets during those time frames. (See Proposed Am. Compl. 72 (“The mutual exchange of promises in the Standing Agreement was sufficient consideration.”)); Wood v. Lucy, Lady Duff Gordon, 222 N.Y. at 91. Second, plaintiff plausibly alleges the Standing Agreement is definite. For one, the plain language of the Standing Agreement indicates both parties intended to be bound by its terms. The first line of the agreement states: “[w]e are pleased to offer you the following lodging concessions from date of signed agreement through April 2022.” (Proposed Am. Compl. Ex. 1, at 1 (emphasis added)). The last section of the agreement states the offer “will be deemed to be accepted” after the agreement is signed by a representative of both parties, and representatives of both parties did so. (Id. at 3). Because of this, invalidating the agreement “is at best a last resort.” Cobble Hill Nursing Home, Inc. v. Henry & Warren Corp., 74 N.Y.2d at 483. For another, plaintiff plausibly alleges the Standing Agreement is “reasonably certain in its material terms.” Cobble Hill Nursing Home, Inc. v. Henry & Warren Corp., 74 N.Y.2d at 482. As pleaded in the proposed new complaint, the Standing Agreement memorializes Okemo’s express promise to provide group discounts to plaintiff during certain time frames in exchange for plaintiff’s implied promise to make group reservations during those time frames. The Standing Agreement further sets forth “specific terms for deadlines for reservation…and how payment should be made for any order.” (Proposed Am. Compl. 21). This is sufficiently definite for the purposes of a Rule 12(b)(6) motion. Accordingly, the Court concludes plaintiff plausibly pleads the Standing Agreement is an enforceable contract. B. Breach of Contract Next, Okemo contends plaintiff’s breach of contract claim (Second Cause of Action) is futile because plaintiff fails to state a claim for breach of an express contractual provision. The Court agrees. “Under New York law, a breach of contract claim requires proof of (1) an agreement, (2) adequate performance by the plaintiff, (3) breach by the defendant, and (4) damages.” Fischer & Mandell, LLP v. Citibank, N.A., 632 F.3d 793, 799 (2d Cir. 2011). A breach of contract claim must be dismissed if the plaintiff fails to show a “specific provision” of the contract was breached. Trump on the Ocean, LLC v. State, 79 A.D.3d 1325, 1326 (3d Dep’t 2010). Plaintiff alleges Okemo breached the Standing Agreement by denying plaintiff’s requests to reserve rooms and purchase ski lift tickets in January, February, and March 2021. Plaintiff, however, pleads no express provision of the Standing Agreement which requires Okemo to honor all reservation requests without qualification. Nor is there such a provision in the Standing Agreement, which is annexed to the proposed new complaint. Accordingly, plaintiff’s motion to supplement the complaint is denied with respect to the Second Cause of Action. C. Breach of Implied Covenant of Good Faith and Fair Dealing Lastly, the Court concludes plaintiff’s claim for breach of the implied covenant of good faith and fair dealing (Third Cause of Action) arising from the Standing Agreement is not futile. Under New York law, “[i]mplicit in every contract is a covenant of good faith and fair dealing which encompasses any promise that a reasonable promisee would understand to be included.” 25 Bay Terrace Assocs., L.P. v. Pub. Serv. Mut. Ins. Co., 144 A.D.3d 665, 667 (2d Dep’t 2016). “The implied covenant of good faith and fair dealing is breached when a party acts in a manner that would deprive the other party of the right to receive the benefits of their agreement.” 1357 Tarrytown Rd. Auto, LLC v. Granite Props., LLC, 142 A.D.3d 976, 977 (2d Dep’t 2016). Plaintiff’s allegations are sufficient to state a claim for breach of the implied covenant of good faith and fair dealing. Plaintiff alleges that, after it attempted to make reservations pursuant to the Standing Agreement, “Okemo gave [plaintiff] the runaround” and generally responded in bad faith to plaintiff’s detriment. (Proposed Am. Compl. 53; see also id.
