MEMORANDUM ORDER Plaintiff, William E. Baroni, Jr. (“Plaintiff” or “Mr. Baroni”) brings this action against the Port Authority of New York and New Jersey (“Defendant” or “Port Authority”), seeking indemnification for attorney’s fees and costs he incurred in the course of his defense against criminal charges relating to conduct he undertook while employed by the Port Authority. (See docket entry no. 1-1 (“Compl.”).) Before the Court is Defendant’s motion to dismiss the Complaint pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (Docket entry no. 18 (the “Motion”).)1 Defendant removed the case to this Court, invoking the Court’s federal question jurisdiction pursuant to 28 U.S.C. section 1331. The Court has reviewed carefully all of the parties’ submissions in connection with the instant motion. For the following reasons, Defendant’s motion to dismiss the Complaint for lack of subject matter jurisdiction is granted. BACKGROUND The following facts, drawn from the Complaint and its attachments, are taken as true for the purposes of the instant motion practice. Defendant is a bi-state agency, maintained by the states of New York and New Jersey, which operates several transportation facilities in both states, including bridges, tunnels, and roadways. (Compl. 8.) Plaintiff was appointed to be the Deputy Executive Director of the Port Authority by then-New Jersey Governor Christopher J. Christie in or about February 2010 and served in such role from March 1, 2010, until December 13, 2013. (Id.
7, 13.) As Deputy Director, Mr. Baroni was responsible for the “general supervision of all aspects of the Port Authority’s business” including the operation of the Port Authority’s transportation facilities. (Id. 14.) The transportation facility relevant to this dispute is the George Washington Bridge, which connects Manhattan, New York, with Fort Lee, New Jersey. (Id.) Normal procedure dictated that, each weekday morning, three of the twelve approach lanes from New Jersey to the upper deck of the George Washington Bridge were set aside, through the use of traffic cones, to provide “exclusive, special access to drivers” approaching the bridge from Fort Lee, New Jersey. (Compl. 15.) The other nine lanes were shared by cars approaching “from various feeder highways” leading to the George Washington Bridge. (Id.) In September 2013, Mr. Baroni approved a subordinate’s direction that the traffic cones, historically used to set aside three lanes for Fort Lee drivers, be moved two lanes further to the right. (Id. 16.) This meant that Fort Lee drivers were only provided with one special access lane, instead of three, creating a “bottleneck” and “caus[ing] traffic to back up into the town, creating severe traffic.” (Id.) The decision to eliminate two of Fort Lee’s special access lanes was reversed “[l]ess than a week after the realignment was put into place” and the “prior traffic pattern was reestablished.” (Id.) Soon afterwards, the media reported that Mr. Baroni and others had decided to reallocate the special access lanes in order to punish Fort Lee’s Democratic mayor, who refused to endorse Governor Christie in his bid for reelection. (Compl. 17.) The United States Attorney’s Office for the District of New Jersey investigated, brought criminal charges, and Mr. Baroni was indicted, on or about April 23, 2015, with nine counts of fraud, conspiracy to commit fraud, deprivation of civil rights, and conspiracy to commit deprivation of civil rights. (Id. 19.) At trial, Mr. Baroni was convicted on all counts. (Id.) Subsequently, Plaintiff appealed his criminal convictions, and the Third Circuit Court of Appeals reversed Mr. Baroni’s convictions on the civil rights charges but affirmed his convictions on the fraud charges. (Id. 21.) Mr. Baroni continued to challenge his convictions for fraud before the United States Supreme Court, which reversed the Third Circuit’s judgment affirming those convictions. (Id. 24; id., Ex. A.) In its decision, which Plaintiff attached to the Complaint, the Supreme Court explained that, while Mr. Baroni “used deception to reduce Fort Lee’s access lanes to the George Washington Bridge — and thereby jeopardized the safety of the town’s residents” for “no reason other than political payback,” he “could not have violated the federal-program fraud or wire fraud laws” because his scheme “did not aim to obtain money or property.” (Id., Ex. A (“Kelly decision”) at 13.) The Supreme Court reasoned that Mr. Baroni’s conduct amounted to a “regulatory decision about the toll plaza’s use — in effect, about which drivers had a ‘license’ to use which lanes” and, because the “exercise of regulatory power cannot count as the taking of property,” his convictions for fraud could not stand. (Id., Ex. A at 10.) On remand, the judgment of conviction against Mr. Baroni was vacated and the indictment against him was dismissed. (Id. 27; id., Ex. B.) Plaintiff seeks indemnification from the Port Authority for the defense costs “incurred by him and on his behalf in successfully defending against the criminal charges.” (Compl. 28.) Plaintiff relies on Article XI of the Port Authority’s by-laws attached to the Complaint in asserting that he has a right to such indemnification. (Id., Ex. C (the “By-Laws”).) Article XI of the By-Laws includes provisions regarding “Defense and Indemnification of Individuals[.]” Paragraph 7 thereof states: The Port Authority may, consistent with applicable law, provide for a defense when punitive damages are sought or criminal charges are asserted in connection with any alleged act or omission which occurred or is alleged in the complaint to have occurred while the individual was acting within the scope of Port Authority employment or duties, based upon an investigation and review of the facts and circumstances and a determination by General Counsel that provision of such defense would be in the best interest of the Port Authority; provided, however, that the Port Authority shall provide reimbursement of defense costs incurred by or on behalf of an indemnified party in defense of a criminal proceeding arising out of such an act or omission, upon acquittal or dismissal of the criminal charges…. (By-Laws, Art. XI, 7) (emphasis added). Pursuant to paragraph one of Article XI, an “indemnified party,” is “an individual who is a Commissioner, officer, or employee of the Port Authority.” (Compl. 31 (quoting By-Laws, Art. XI 1).) Plaintiff asserts that he is entitled to indemnification because he served as the former Deputy Executive Director of the Port Authority and successfully defended himself against prosecution “for actions taken in the scope of his Port Authority employment.” (Compl. 32.) After Plaintiff requested reimbursement of the costs incurred in his defense from the Port Authority in September 2020, the Port Authority denied the claim. (Id.
