DECISION and ORDER I. INTRODUCTION This is a breach-of-contract action over the construction of solar energy farms in the Upstate New York Towns of Enfield and Coventry. Plaintiffs are seven LLCs that have leased parcels of undeveloped land and improved them by building the necessary infrastructure. Defendants are a Rochester-area businessman named David Norbut (“Norbut”) and three of his closely held companies that own the parcels of land on which the solar farms sit. This landlord-tenant relationship is the product of an intentional business model. Norbut (or his affiliated companies) created the plaintiff-LLCs in the first place, set them up with leasehold interests in the land, and sold them off to investors as a kind of package deal that would streamline the build-out of new solar energy projects. Thus, while the plaintiffs in this case are just the tenant-LLCs, the monied investment entity behind them is affiliated with a large energy conglomerate called NextEra.1 Broadly speaking, the game plan was for this investment entity to buy “membership interests” in the plaintiff-LLCs with the leases on the land already in place. Then, with the investor in control of the plaintiff-LLCs, they would pay to build the solar farms at both sites. At the end of the day, the parties would connect the completed solar projects to the State’s power grid and share the profits through a landlord-tenant relationship. So far, plaintiffs have sunk nearly $40 million into these two projects, plus an extra $6 million they’ve paid to defendants. Construction at the sites has been completed (or nearly so). But the sites are basically worthless until they start sending electricity to the power grid. To do that, each site must be hooked up at a Point of Interconnection (“POI”). And these POIs must be built by the State’s designated power utility (“NYSEG”). The gist of plaintiffs’ four-count verified complaint is that their business relationship with defendants has been a complete headache. Plaintiffs claim that defendants repeatedly demanded additional sums of money or other valuable consideration in exchange for ordinary or expected changes that had to be made during the build-out phase of these projects. Plaintiffs say that they grudgingly agreed to these demands just to keep the projects on track. Despite these repeated concessions, plaintiffs claim that defendants refuse to sign off on certain utility easements in favor of NYSEG unless plaintiffs agree to even more demands. This is the big sticking point, because NYSEG refuses to begin the work of constructing a POI at either solar farm site until the parties figure out this utility easement dispute. On August 10, 2023, plaintiffs filed this civil action seeking a temporary restraining order (“TRO”) and a preliminary injunction that would require defendants to execute the NYSEG utility easements and enjoin defendants from undermining or threatening the parties’ existing contracts. The case was initially assigned to U.S. District Judge Glenn T. Suddaby. On August 11, 2023, Judge Suddaby denied the TRO and directed the parties to brief plaintiffs’ request for injunctive relief. But shortly after he heard oral argument on that motion, Judge Suddaby identified a conflict of interest and recused himself. Dkt. No. 25. The case was reassigned, Dkt. No. 26, and defendants moved under Rule 12(b)(6) to dismiss plaintiffs’ complaint in its entirety for failure to state any plausible claims. Dkt. No. 27. Both motions have been fully briefed. Oral argument on plaintiffs’ motion for a preliminary injunction was heard on December 19, 2023, in Utica, New York. Decision was reserved. II. BACKGROUND2 In December of 2021, the parties entered into written agreements for the Enfield and Coventry projects. Compl.
22-27, 53-58. For each location, there was a Membership Interest Purchase and Sale Agreement (“MIPA”), whereby the investor purchased an interest in the plaintiff-LLCs that would become tenants on defendants’ land. Id. For each location, there was also a Solar Lease and Easement Agreement (“Lease”), whereby the tenant-LLCs leased each site and were granted certain easements. Id.
