MEMORANDUM & ORDER On October 22, 2020, Plaintiffs St. George Hotel Associates, LLC and Henry Clark Associates, LLC (collectively, “Plaintiffs”) commenced this action against Defendant Affiliated FM Insurance Company (“Defendant”), alleging breach of contract. See generally Complaint, ECF No. 1. Plaintiffs thereafter amended their complaint twice. See First Amended Complaint, ECF No. 9; Second Amended Complaint (“SAC”), ECF No. 10. The operative SAC contains one cause of action, breach of contract. See SAC
62-66. Defendant filed an Answer to the SAC, ECF No. 11, and subsequently filed an Amended Answer to the SAC, ECF No. 17. Pending before the Court is Defendant’s Motion for Judgment on the Pleadings pursuant to Rule 12(c) of the Federal Rules of Civil Procedure (“Rule 12(c)”), which Plaintiffs oppose. See Defendant’s Motion for Judgment on the Pleadings, ECF No. 24; Defendant’s Memorandum of Law in Support of Motion for Judgment on the Pleadings (“Def.’s Br.”), ECF No. 24-1; Plaintiffs’ Memorandum of Law in Opposition to Defendant’s Motion for Judgment on the Pleadings (“Pls.’ Br.”), ECF No. 25; Defendant’s Reply Memorandum of Law in Support of Motion for Judgment on the Pleadings (“Def.’s Reply”), ECF No. 26; see also Defendant’s Notice of Supplemental Authority, ECF No. 27; Defendant’s Second Notice of Supplemental Authority, ECF No. 29; Defendant’s Third Notice of Supplemental Authority, ECF No. 31; Defendant’s Fourth Notice of Supplemental Authority, ECF No. 33; Defendant’s Fifth Notice of Supplemental Authority, ECF No. 35; Defendant’s Sixth Notice of Supplemental Authority, ECF No. 38; Defendant’s Seventh Notice of Supplemental Authority, ECF No. 41; Plaintiffs’ Response to Defendant’s Notice of Supplemental Authority, ECF No. 28; Plaintiffs’ Response to Defendant’s Second Notice of Supplemental Authority, ECF No. 30; Plaintiffs’ Response to Defendant’s Third Notice of Supplemental Authority, ECF No. 32; Plaintiffs’ First Notice of Supplemental Authority, ECF No. 36. Through its Motion for Judgment on the Pleadings (the “Motion”), Defendant seeks dismissal of Plaintiffs’ Second Amended Complaint in its entirety, with prejudice. See Def.’s Br. at 1-3. For the reasons set forth below, Defendant’s Motion is granted and Plaintiffs’ Second Amended Complaint is dismissed. BACKGROUND I. Factual Background1 A. Plaintiffs’ Business Plaintiffs are owners of the St. George Hotel (the “Hotel”), located in the Brooklyn Heights Historical District of New York City. SAC 1. The Hotel is used, in part, to provide student housing for surrounding colleges. Id. 2. At relevant times, the Hotel housed over 1,000 student residents through its leases with EHS Clark Residence, LLC and EHS-1, Inc. (collectively, “EHS”). Id. 3; see also id. 38. EHS had contracts to provide dormitory facilities at the Hotel to various colleges within New York City that were located within five miles of the Hotel (the “subject colleges”). Id.
