The following e-filed documents, listed by NYSCEF document number (Motion 001) 7, 8, 9, 10, 11, 12, 13 were read on this motion to/for DISMISS. DECISION + ORDER ON MOTION In August 2022, plaintiff Kurt Gutenbrunner and YKG Corporation (hereinafter, “YKG,” an entity entirely owned by Gutenbrunner) commenced the instant litigation against defendant Neue Galerie New York (“Neue Galerie”), alleging that Neue Galerie assumed control over and continued to operate the restaurant that Gutenbrunner/YKG established and managed for twenty years after YKG’s lease-term in Neue Galerie’s museum-premise ended. Gutenbrunner and YKG assert causes of action for unjust enrichment, constructive trust, and conversion against Neue Galerie. In motion sequence 001, New Galerie has moved to dismiss, in lieu of an answer, each cause of action pursuant to CPLR 3211 (a) (7) for failure to state a cause of action. For the following reasons, Neue Galerie’s motion is denied in its entirety. BACKGROUND Renowned chef and restauranteur Kurt Gutenbrunner owns YKG, which in 2001 executed a lease with Neue Galerie — as the owner of the eponymous museum of Austrian and German art — for space on the ground floor and basement of the museum. (NYSCEF doc. no. 2 at 7-9, complaint.) The purpose of the lease was to operate a restaurant that served the Austrian and Viennese cuisine in which Gutenbrunner specializes. Neue Galerie mandated that the newly formed restaurant would be called “Café Sabarsky,” after the museum’s co-founder Serge Sabarsky. As such, Neue Galerie granted YKG a purported license to use the name and accompanying goodwill during the term of the lease. (NYSCEF doc. no. 3 at §40, sublease.) Instead of a fixed rent term, YKG agreed to pay Neue Galerie 10 percent of its monthly gross receipts. (Id. at §5.1; NYSCEF doc. no. 2 at 11.) Further, though YKG would pay this percent of its receipts, §5.1 (e) of the agreement provides that in no event shall “[Neue Galerie] be construed or held to be a partner or associate of YKG in the conduct of YKG’s business.” and that “the relationship between the parties shall remain solely that of landlord and tenant.” (Id. at §5.1 [e].) In establishing the restaurant, Gutenbrunner “created the restaurant concept, hired, trained, and managed staff, formulated proprietary recipes, and developed a network of hand-picked vendors and suppliers, to create the restaurant’s celebrated cuisine.” (NYSCEF doc. no. 2 at 15.) In managing and marketing the restaurant, he invested time and resources to building the restaurant’s profitability, including by creating social media accounts. (Id. at 16.) Per the complaint, the restaurant generated approximately $620,000 in revenue in 2018 and $880,000 in 2019, the year before the COVID-19 pandemic largely closed New York City. (Id. at 21.) In 2010, the parties agreed to a ten-year extension of the lease. But in September 2020, Neue Galerie informed YKG that it would allow the lease to expire without a renewal (id. at 22), and on November 15, 2020, the lease ended. (Id. at 13.) In a letter to YKG, Neue Galerie’s co-founder and President, Ronald Lauder, explained its desire to “focus on offering a smaller menu and…bringing the management of all Café operations in-house.” (Id. at 38.) Thereafter, without Gutenbrunner’s involvement, Neue Galerie began offering some of Gutenbrunner’s former employees their jobs for its planned re-opening of Café Sabarsky, reached out to his suppliers to obtain the ingredients for recipes and dishes previously offered, and took over Cafe Sabarsky’s social media accounts and proceeded to market the restaurant’s “re-opening” with the exact same “old favorites” on its menu. (Id. at
