OPINION & ORDER Before the Court is Plaintiff’s motion to dismiss the Amended Counterclaims of Defendant/Counterclaimant JMF Acquisitions, LLC (“JMF” or “Defendant”). (Doc. 79.) For the following reasons, the motion is GRANTED. I. BACKGROUNDI accept as true the facts, but not the conclusions or arguments, set forth by JMF in its Amended Counterclaims. (Doc. 69 (“ACC”).).A. FactsOn July 7, 2015, JMF entered into a real estate contract (the “Contract”) with Plaintiff St. Christopher’s, Inc. (“St. Christopher’s”), whereby Plaintiff would sell to JMF approximately twenty-two acres of land (the “Land”) in West Harrison, New York, for a residential development project consisting of not less than thirty-five units (the “Project”). (ACC
5-6.) The Contract provided a “Due Diligence Period” of ninety days so that JMF could, among other things, investigate the property. (Id.7; id. Ex. A §1.3.) The Contract also provided an “Approvals Contingency Date,” which was the date by which JMF had to secure “the required governmental and quasi-governmental approvals necessary to construct the Project.” (Id. Ex. A §9.1(B).) The Approvals Contingency Date was no later than twenty-four months after the end of the Due Diligence Period, and JMF had the right to extend the Approvals Contingency Date for six months on written notice before its expiration. (Id.) If JMF failed to obtain the necessary approvals by the Approval Contingency Date, either party could elect to terminate the agreement in its entirety. (Id.) If termination occurred, neither party would have any “further liability or obligation to each other except for those that expressly survive termination of the Agreement.” (Id.) Plaintiff was required to “reasonably cooperate with [the] application for the Government approvals.” (Id.)The Contract also provided:If this transaction fails to close as a result of [Plaintiff's] default, [Defendants] shall be entitled to such remedies for breach of contract as may be available at law and in equity, including without limitation, the remedy of specific performance.….If this transaction fails to close due to the default of [Defendants], then [Plaintiff's] sole remedy in such event shall be to terminate this Agreement and to retain the Deposit plus interest earned thereon as liquidated damages, [Plaintiff] waiving all other rights or remedies in the event of such default by [Defendants].(Id. Ex. A §§8.1 & 8.2.)On September 22 and December 30, 2015, the parties amended the Contract to extend the Due Diligence Period. (Id.
