OPINION AND ORDER Plaintiff White Plains Aviation Partners, LLC, d/b/a Million Air White Plains (“Million Air”), brings this action against defendant the County of Westchester (“County”) alleging breach of contract and breach of the implied covenant of good faith and fair dealing. Now pending is the County’s motion to dismiss the complaint pursuant to Rule 12(b)(6). (Doc. #16). For the reasons set forth below, the motion is GRANTED IN PART and DENIED IN PART. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332(a). BACKGROUND For the purpose of ruling on the motion to dismiss, the Court accepts as true all well-pleaded allegations in the complaint and draws all reasonable inferences in Million Air’s favor, as summarized below. In 2016, Million Air and the County entered into an agreement (the “Lease”) whereby Million Air would operate as a commercial fixed based operator at Westchester County Airport (the “Airport”), providing services for private aircraft, passengers, and pilots. (See Doc. #1-1 (“Lease”)). The leased premises included a terminal building and a hangar. The Lease authorized Million Air to construct certain “Proposed Improvements” to the leased premises, which are detailed in Schedule C to the Lease. The Proposed Improvements would substantially expand and refurbish the existing terminal building and build a new hangar separate from the existing hangar. The Proposed Improvements did not include any improvements to the existing hangar. Section 6.2 of the Lease provides: If…material changes or modifications are required to the Plans or the Proposed Improvements, [Million Air], at its sole cost and expense, shall make such changes or modifications to the Plans…and submit same to the County for the County’s consent and approval, which consent and approval shall not be unreasonably withheld, delayed or conditioned. The Lease also includes the following merger clause: This Agreement, consisting of Articles 1 to 33, inclusive, and Schedules A, B, C, D and E, constitutes the entire agreement of the parties hereto and supercedes [sic] all prior leases and agreements with respect to the Premises. This Agreement may not be changed, modified, discharged or extended except by mutual written agreement of the County and [Million Air]. The parties agree that no representations or warranties shall be binding upon the County or [Million Air] unless expressed in writing in this Agreement of Lease. (Lease §32.1). According to Million Air, prior to entering into the Lease, the parties “discussed Million Air’s plans to modify the existing, out-of-date hangar…by replacing it with a state-of-the-art, eco-friendly hangar (the ‘Modified Hangar’),” and “[t]he parties understood that, once Million Air successfully completed the [Proposed] Improvements, the Modified Hangar would be built in a second phase of construction.” (Compl. 6). That is, Million Air alleges the Lease was negotiated “with the understanding that Million Air, with the County’s support, would construct the Modified Hangar…at a future date.” (Compl. 42). In November 2017, Million Air asserts it submitted plans to construct the Modified Hangar for the County’s approval pursuant to Section 6.2 of the Lease. The County denied Million Air’s request because “(1) the Modified Hangar was not ‘required’ and (2) environmental and other regulatory approvals needed to be obtained prior to the County’s approval.” (Compl. 73). The County continued to deny Million Air’s request in a January 17, 2018, letter because “in the County’s new view, the Modified Hangar was a ‘new project’ and not a ‘modification’ of the Plans…covered by Section 6.2.” (Id. 83). In the January 17, 2018, letter, the County also reiterated its prior position that these improvements were not “required” and that Million Air had not yet obtained regulatory approvals. (Id. 85). In support of its claim, Million Air alleges Section 4.2 of the Lease “specifically cites the construction of ‘additional hangars’ as the type of ‘improvements’ that are covered by Section 6.2.” (Compl. 84). After describing the formula to calculate Million Air’s rent based on nine acres of use, Section 4.2 provides: In the event [Million Air], subject to the County’s consent and approval as specified in Article 6 hereof, constructs Fixed Base Operation improvements in addition to the Proposed Improvements specified in Schedule ‘C’ attached hereto, [Million Air] shall also pay the then-current annual rent rate for the additional acreage required for such improvements. {Example: [Million Air] builds additional hangars on 3 more acres. Annual rent in connection with the Fixed Base Operation is at that time $1.95 per square foot. Annual rent in connection with the Fixed Based Operation will be calculated on 12 acres total.} Million Air also alleges Section 6.5 of the Lease requires the County to consider the plans for the Modified Hangar before the requisite regulatory approvals are obtained, and must assist and support Million Air in securing those approvals. In an April 20, 2018, meeting, Million Air alleges the County expressed support for the Modified Hangar, but through an amended lease. During the meeting, the County also directed Million Air to submit plans for a joint stormwater system and environmental assessment for the Proposed Improvements and Modified Hangar to be submitted to the Federal Aviation Administration (“FAA”). Million Air states it complied with these demands, but the County again denied Million Air’s request in a November 9, 2018, letter. Notwithstanding the County’s prior demand for a stormwater plan covering both the Proposed Improvements and the Modified Hangar, Million Air alleges the County faulted Million Air for not submitting a standalone stormwater plan for the Proposed Improvements as a basis for its denial. Million Air submits the County’s position was motivated by FAA feedback “‘strongly advis[ing]‘ the County to place any further construction at the Airport ‘on hold until completion of [its review process for the Proposed Improvements].’” (Compl.
