DECISION and ORDER Currently before the Court, in this breach-of-contract action filed by Garrand Brothers, LLC, (“Plaintiff”) against America Honda Motor Co., Inc. (“Defendant”), is Defendant’s motion to dismiss Plaintiff’s Complaint for failure to state a claim pursuant to Fed. R. Civ. P. 12(b)(6). (Dkt. No. 10.) For the reasons set forth below, Defendant’s motion is granted, and Plaintiff’s Complaint is dismissed. I. RELEVANT BACKGROUND A. Summary of Plaintiff’s Complaint Generally, liberally construed, Plaintiff’s Complaint alleges that Defendant wrongfully sent Plaintiff a letter dated July 20, 2022 (the “Notice of Termination”), which terminated the parties’ four contractual agreements (collectively referred to as the “Dealer Agreement”) purportedly for the following reasons: Plaintiff had abandoned Honda Dealership Operations, failed to conduct customary sales and service operations at the Dealership Location and Dealership Premises for a continuous period of seven business days, relocated from 52 Boynton Avenue, Plattsburgh, New York (“Authorized Dealership Location”) to 1945 Military Turnpike, Plattsburgh, New York (“Unauthorized Location”) without seeking or receiving Defendant’s consent, and displayed Defendant’s trademarks and signage at an unauthorized location. (Dkt. No. 2.) More specifically, Plaintiff’s Complaint alleges as follows. Plaintiff owned and operated a power sport dealership at the Authorized Dealership Location until Plaintiff was involuntarily evicted from there. (Id.) Plaintiff relocated to the Unauthorized Location, but never ceased to conduct customary sales and service operations for a continuous period of seven business days. (Id.) If there was a period of interruption in customary sales and service operations, this period was due to circumstances beyond the direct control of Plaintiff. (Id.) Defendant’s Notice of Termination was improper because it did not provide Plaintiff with the proper opportunity to cure its purported breach of the Dealer Agreement. (Id.) Plaintiff has been improperly directed to not display Defendant’s trademarks and signage through the Notice of Termination. (Id.) Plaintiff’s access to the dealer network site has been improperly limited which has prevented Plaintiff from paying for units, processing credit applications, accessing pricing and parts information, and conducting normal sales and service business. (Id.) Based on these factual allegations, Plaintiff asserts four claims against Defendant: (1) a claim of breach of contract; (2) a claim of breach of the implied covenant of good faith and fair dealing; (3) a claim of violation of Section 463(2)(d)(1) of the New York State Franchised Motor Vehicle Dealer Act (“FMVDA” or “Dealer Act”); and (4) a claim of violation of Section 463(2)(e)(3) of the Dealer Act. (Id.) Although characterized as “causes of action” in Plaintiff’s Complaint, the following two requests are interpreted by the Court as seeking forms of relief with regard to the above-described four claims: (1) a request for an injunction pursuant to Sections 463(e)(1) and 469 of the Dealer Act; and (2) a request for an award of attorney’s fees, costs and disbursements pursuant to Section 469 of the Dealer Act. (Id.) Familiarity with the factual allegations supporting these claims and requests for relief in Plaintiff’s Complaint is assumed in this Decision and Order, which is intended primarily for the review of the parties. (Id.) B. Parties’ Briefing on Defendant’s Motion to Dismiss 1. Defendant’s Memorandum of Law-in Chief Generally, in its motion to dismiss, Defendant sets forth six arguments. (See generally Dkt. No. 10, Attach. 1 [Def.'s Memo. of Law].) First, Defendant argues that Plaintiff’s Complaint fails to state a claim for a breach of contract for four reasons: (a) the Complaint lacks factual allegations plausibly suggesting that Defendant wrongly found Plaintiff in breach of the Dealer Agreement (for abandoning Dealership Operations at the Authorized Dealership Location); (b) the Complaint lacks factual allegations plausibly suggesting that Defendant had a duty under the Dealer Agreement to provide Plaintiff with 180 days to cure a violation warranting a 15-day termination notice, because such a cure period is required by statute and not by the contractual Dealer Agreement (and, in any event, the 180-day cure period is required with regard to only “dealer sales and service[-]performance deficiencies or breaches,”1 which have not been alleged here); (c) the Complaint lacks factual allegations plausibly suggesting that Defendant wrongfully directed Plaintiff not to use Defendant’s trademarks at the Unauthorized Location, because the plain terms of the Dealer Agreement expressly grant Plaintiff a license to use and display Defendant’s trademarks, trade names, service marks, and signage only at the Authorized Dealership Location, and not at the Unauthorized Location; and (d) the Complaint lacks factual allegations plausibly suggesting that Defendant wrongfully limited Plaintiff’s access to the dealer network, because it fails to cite any provision of the Dealer Agreement as establishing that Plaintiff had a right of such access. (Id. at 13-18.)2 Second, Defendant argues that Plaintiff fails to state a claim for a breach of the implied covenant of good faith and fair dealing for two reasons: (a) the claim is impermissibly duplicative of Plaintiff’s breach-of-contract claim; and (b) the claim impermissibly creates duties that negate Defendant’s express right to terminate the Dealer Agreement. (Id. at 18-21.) Third, Defendant argues that Plaintiff fails to state a claim for unlawful termination under the Dealer Act for two reasons: (a) Plaintiff’s Complaint alleges facts plausibly suggesting that Defendant lawfully terminated the Dealer Agreement under the Dealer Act, because Plaintiff had failed to conduct Customary Operations for a continuous period of seven business days at the designated location by relocating without the prior consent of the franchisor; and (b) the Complaint fails to allege facts plausibly suggesting a claim of unlawful termination (including facts plausibly suggesting that Plaintiff “never ceased to conduct customary sales and service operations for a continuous period of seven business days” and that “if there was any period of interruption…then any such period was due to circumstances beyond the direct control of the Plaintiff”). (Id. at 21-23.) Fourth, Defendant argues that Plaintiff fails to state a claim for failing to provide a cure period under the Dealer Act for two reasons: (a) the Dealer Act provides the opportunity for a 180-day cure period only to “correct dealer sales and service performance deficiencies or breaches” under N.Y. Veh. & Traf. Law §463(2)(e)(3) (which is not the case here); and (b) it would be absurd to read a 180-day cure period into the special circumstances that permit a 15-day termination notice (the others of which also regard things that cannot generally be cured in 180 days, such a dealer’s felony conviction or a dealer’ filing of bankruptcy). (Id. at 24-26.) Fifth, Defendant argues that Plaintiff’s failure to state a claim under Fed. R. Civ. P. 12(b)(6) forecloses its ability to meet the standard governing the award of attorney’s fees, and the issuance of a preliminary injunction under Fed. R. Civ. P. 65, especially the element requiring a showing of the likelihood of success on the merits of the claims. (Id. at 26-27.) Sixth, and finally, Defendant argues that the Court’s dismissal of Plaintiff’s claims should be with prejudice (and granting Plaintiff leave to amend its Complaint would be futile), because Plaintiff’s proposed amendments would still have to acknowledge both that it was evicted and that it moved to a location other than the Authorized Dealership Location (and thus that it has no legal basis to challenge its termination under the Dealer Agreement). (Id. at 29-30.) 2. Plaintiff’s Opposition Memorandum of Law Generally, in Plaintiff’s opposition to Defendant’s motion, Plaintiff sets forth the following seven arguments. (See generally Dkt. No. 27 [Plf.'s Opp'n Memo. of Law].) First, Plaintiff argues that, as a threshold matter, many of the factual assertions contained in Defendant’s memorandum of law are unsupported by a citation to admissible record evidence. (Id. at 4-5.) Moreover, Defendant does not controvert Plaintiff’s sworn assertion (in its Verified Complaint) that it never ceased customary operations and that any breach of a duty to not relocate without permission under the Dealer Agreement was beyond its control. (Id. at 5.) Second, Plaintiff argues that its Complaint states a claim for breach of contract by Defendant because it alleges facts plausibly suggesting that Defendant breached the Dealer Agreement by wrongfully sending Plaintiff a 15-day termination notice. (Id. at 8-9.) Third, Plaintiff concedes that its claim for breach of the implied covenant of good faith and fair dealing is duplicative of its claim for breach of contract claim, and consents to the dismissal of this claim. (Id. at 9.) Fourth, Plaintiff argues that its Complaint states a claim for unlawful termination under the Dealer Act, because the Dealer Act makes it unlawful for a distributor to terminate the franchise of any franchised motor vehicle dealer without due cause (regardless of the terms of the franchise agreement), and here Defendant did not have such due cause (given that Plaintiff did not fail to conduct its customary sales and service operations for a continuous period of seven business days before receiving the 15-day termination notice). (Id. at 9-10.) Five, Plaintiff argues that its Complaint states a claim for failing to provide an adequate cure period under the Dealer Act, because, if the Court were inclined to find that Plaintiff has failed to allege facts plausibly suggesting that the Dealer Act required a 180-day cure period that Defendant breached, the Court should permit Plaintiff to amend its claim to allege facts plausibly suggesting that the Dealer Act required a 90-day cure period that Defendant breached. (Id. at 10-11.) Sixth, Plaintiff argues that it has made an adequate showing for a preliminary injunction, because (a) it has stated numerous actionable claims, (b) it has shown a probability of success on the merits of those claims, and the likelihood of irreparable harm in the absence of preliminary injunctive relief, and (c) indeed, N.Y. Veh. & Traf. Law §463(2)(e)(1) grants Plaintiff the right to a “stay, without bond” of the 15-day termination notice if this action were commenced within four months of Plaintiff’s receipt of that notice (which it was here, the Complaint having been filed on September 6, 2022). (Id. at 12.) Seventh and finally, Plaintiff argues that it has also made an adequate showing of the availability of reasonable attorney’s fees under N.Y. Veh. & Traf. Law §469(1). (Id. at 13.) 3. Defendant’s Reply Memorandum of Law Generally in its reply memorandum of law, Defendant presents two arguments. (See generally Dkt. No. 28 [Def.'s Reply Memo. of Law].) First, Defendant argues that Plaintiff’s opposition memorandum of law improperly applies the standard governing a motion to dismiss for failure to state a claim under Fed. R. Civ. P. 12(b)(6) in two ways: (a) by incorrectly suggesting that Defendant needs a sworn declaration in support of its motion (which is unnecessary, because Defendant may rely on documents incorporated by referenced in, but not attached to, the Complaint); and (b) by improperly relying on new factual assertions in its opposition memorandum of law (which were never alleged in the Complaint), without supporting those assertions with citations to admissible record evidence. (Id. at 5-8.) Second, Defendant argues that Plaintiff’s opposition memorandum of law fails to show how any of the claims survive a review under Fed. R. Civ. P. 12(b)(6), because Plaintiff’s opposition memorandum of law (a) defeats the adequate-performance element of Plaintiff’s claim for breach of contract (specifically, by acknowledging that Defendant had a lawful basis to terminate the Dealer Agreement), (b) concedes that Plaintiff cannot maintain a claim for breach of the implied covenant of good faith and fair dealing, (c) attempts to revive its claim for unlawful termination by asserting conclusory allegations in support of it (and not factual allegation plausibly suggesting it), (d) fails to suggest why a new claim for failing to provide a 90-day cure period under the Dealer Act would not be futile, and (e) relies on deficient claims in support its requests for injunctive relief and attorney’s fees. (Id. at 8-12.) II. RELEVANT LEGAL STANDARDS A. Legal Standard Governing Motions to Dismiss for Failure to State Claim It has long been understood that a dismissal for failure to state a claim upon which relief can be granted, pursuant to Fed. R. Civ. P. 12(b)(6), can be based on one or both of two grounds: (1) a challenge to the “sufficiency of the pleading” under Fed. R. Civ. P. 8(a)(2); or (2) a challenge to the legal cognizability of the claim. Jackson v. Onondaga Cnty., 549 F. Supp.2d 204, 211, nn. 15-16 (N.D.N.Y. 2008) (McAvoy, J., adopting Report-Recommendation on de novo review). Because such dismissals are often based on the first ground, some elaboration regarding that ground is appropriate. Rule 8(a)(2) of the Federal Rules of Civil Procedure requires that a pleading contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2) [emphasis added]. In the Court’s view, this tension between permitting a “short and plain statement” and requiring that the statement “show[]” an entitlement to relief is often at the heart of misunderstandings that occur regarding the pleading standard established by Fed. R. Civ. P. 8(a)(2). On the one hand, the Supreme Court has long characterized the “short and plain” pleading standard under Fed. R. Civ. P. 8(a)(2) as “simplified” and “liberal.” Jackson, 549 F. Supp.2d at 212, n.20 (citing Supreme Court case). On the other hand, the Supreme Court has held that, by requiring the above-described “showing,” the pleading standard under Fed. R. Civ. P. 8(a)(2) requires that the pleading contain a statement that “give[s] the defendant fair notice of what the plaintiff’s claim is and the grounds upon which it rests.” Jackson, 549 F. Supp.2d at 212, n.17 (citing Supreme Court cases) (emphasis added).3 The Supreme Court has explained that such fair notice has the important purpose of “enabl[ing] the adverse party to answer and prepare for trial” and “facilitat[ing] a proper decision on the merits” by the court. Jackson, 549 F. Supp.2d at 212, n.18 (citing Supreme Court cases); Rusyniak v. Gensini, 629 F. Supp.2d 203, 213 & n.32 (N.D.N.Y. 2009) (Suddaby, J.) (citing Second Circuit cases). For this reason, as one commentator has correctly observed, the “liberal” notice pleading standard “has its limits.” 2 Moore’s Federal Practice §12.34[1][b] at 12-61 (3d ed. 2003). For example, numerous Supreme Court and Second Circuit decisions exist holding that a pleading has failed to meet the “liberal” notice pleading standard. Rusyniak, 629 F. Supp.2d at 213, n.22 (citing Supreme Court and Second Circuit cases); see also Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949-52 (2009). Most notably, in Bell Atlantic Corp. v. Twombly, the Supreme Court reversed an appellate decision holding that a complaint had stated an actionable antitrust claim under 15 U.S.C. §1. Bell Atlantic Corp. v. Twombly, 127 S. Ct. 1955 (2007). In doing so, the Court “retire[d]” the famous statement by the Court in Conley v. Gibson, 355 U.S. 41, 45-46 (1957), that “ a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Twombly, 127 S. Ct. at 1968-69. Rather than turn on the conceivability of an actionable claim, the Court clarified, the “fair notice” standard turns on the plausibility of an actionable claim. Id. at 1965-74. The Court explained that, while this does not mean that a pleading need “set out in detail the facts upon which [the claim is based],” it does mean that the pleading must contain at least “some factual allegation[s].” Id. at 1965. More specifically, the “[f]actual allegations must be enough to raise a right to relief above the speculative level [to a plausible level],” assuming (of course) that all the allegations in the complaint are true. Id. As for the nature of what is “plausible,” the Supreme Court explained that “[a] claim has facial plausibility 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, 129 S.Ct. 1937, 1949 (2009). “[D]etermining whether a complaint states a plausible claim for relief…[is] a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.…[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged — but it has not show[n] — that the pleader is entitled to relief.” Iqbal, 129 S.Ct. at 1950 [internal quotation marks and citations omitted]. However, while the plausibility standard “asks for more than a sheer possibility that a defendant has acted unlawfully,” id., it “does not impose a probability requirement.” Twombly, 550 U.S. at 556. Because of this requirement of factual allegations plausibly suggesting an entitlement to relief, “the tenet that a court must accept as true all of the allegations contained in the complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by merely conclusory statements, do not suffice.” Iqbal, 129 S. Ct. at 1949. Similarly, a pleading that only “tenders naked assertions devoid of further factual enhancement” will not suffice. Iqbal, 129 S.Ct. at 1949 (internal citations and alterations omitted). Rule 8 “demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Id. (citations omitted). Finally, a few words are appropriate regarding what documents are considered when a dismissal for failure to state a claim is contemplated. Generally, when contemplating a dismissal pursuant to Fed. R. Civ. P. 12(b)(6) or Fed. R. Civ. P. 12(c), the following matters outside the four corners of the complaint may be considered without triggering the standard governing a motion for summary judgment: (1) documents attached as an exhibit to the complaint or answer, (2) documents incorporated by reference in the complaint (and provided by the parties), (3) documents that, although not incorporated by reference, are “integral” to the complaint, or (4) any matter of which the court can take judicial notice for the factual background of the case.4 B. Legal Standards Governing Plaintiff’s Claims Because the parties to this action have demonstrated, in their memoranda of law, an accurate understanding of the relevant points of law contained in the legal standards governing Plaintiff’s claims in this action, the Court will not recite, in their entirety, those legal standards in this Decision and Order, which (again) is intended primarily for review by the parties. (See generally Dkt. No. 10, Attach. 1 [Def.'s Memo. of Law]; Dkt. No. 27 [Plf.'s Opp'n Memo. of Law]; Dkt. No. 28 [Def.'s Opp'n Memo. of Law].) III. ANALYSIS A. Whether Plaintiff’s Claim for Breach of Contract Should Be Dismissed for Failure to State a Claim After carefully considering the matter, the Court answers this question in the affirmative for the reasons stated in Defendant’s memoranda of law. See, supra, Parts I.B.1. and I.B.3. of this Decision and Order. To those reasons, the Court adds four points (which are intended to supplement and not supplant Defendant’s reasons). First, Plaintiff materially breached Paragraph D of the Honda Motorcycle Dealer’s Sales and Service Agreement, which states as follows: “American Honda has approved the following premises as the only location(s) for the display of Honda trademarks and for dealership operations by dealer: 52 Boynton Ave. Plattsburgh, NY 12901.” (Dkt. No. 10, Attach. 2 at 12 [emphasis in the original].) No other location is listed under this paragraph, which conspicuously refers to the stated location as the “only” one that has been approved. (Id.) As a result, the Court finds that Plaintiff’s admitted acts of relocating to the Military Turnpike address and continuing dealership operations there (including displaying Honda trademarks there) constitute a breach of the plain language of this provision, as a matter of law. (See, e.g., Dkt. No. 2, at
1, 4, 6, 8 [Plf.'s Compl.].) Second, Plaintiff also materially breached Paragraph 5.3 of the Honda Motorcycle Dealer’s Sales and Service Agreement Standard Provisions, which states as follows in relevant part: “[O]nce Dealer has established its Dealership Operations at the Dealership Location, Dealer shall not move to, establish or operate, directly or indirectly, a new, different, or additional location or facility for the sale or service of Honda Products or for the conduct of Dealership Operations without the prior written consent of American Honda.” (Dkt. No. 10, Attach. 2 at 37.) Even when construed with the utmost of liberality, Plaintiff’s Complaint alleges that Plaintiff never received (or even sought) prior approval from Defendant to relocate its dealership operations. (See, e.g., Dkt. No. 2, at
