MEMORANDUM & ORDER Plaintiff and Counterclaim-Defendant Commercial Lubricants, LLC (“Plaintiff”) commenced the above-captioned action against Defendant and Counterclaim-Plaintiff Safety-Kleen Systems, Inc. (“Defendant”) on December 23, 2014, alleging that Defendant breached certain contracts relating to the distribution of recycled oil. (Compl., Docket Entry No. 1.) By Memorandum and Order dated June 14, 2019 (the “June 2019 Order”), the Court granted Plaintiff leave to amend the Second Amended Complaint. (June 2019 Order, Docket Entry No. 74.) On July 10, 2019, Plaintiff filed a Third Amended Complaint (“TAC”), adding claims for (1) breach of the Waste Oil Agreement (the “Agreement”), (2) breach of the covenant of good faith and fair dealing, (3) unjust enrichment, and (4) quantum meruit. (TAC
93-113, Docket Entry No. 78.) Currently before the Court is Defendant’s motion to dismiss three of the four added claims.1 (PMC Request, Docket Entry No. 79; Def. Suppl. Br. in Supp. of Mot. to Dismiss (“Def. Suppl. Br.”), Docket Entry No. 82.) For the reasons set forth below, the Court denies the motion. I. Background The Court assumes familiarity with the underlying facts and procedural history of the case as set forth in its prior decisions,2 and provides only the relevant procedural history below. On February 25, 2019, Plaintiff moved for leave to amend the Second Amended Complaint to add four new claims. (See generally Pl. Mot. for Leave to Amend (“Pl. Mot.), Docket Entry No. 68; Pl. Mem. in Supp. of Pl. Mot., Docket Entry No. 68-1.) Defendant opposed the motion on the grounds that, inter alia, (1) Plaintiff had failed to show good cause pursuant to Rule 16(b)(4) of the Federal Rules of Civil Procedure and (2) Plaintiff had failed to satisfy Rule 15(a)(2) of the Federal Rules of Civil Procedure because amendment was futile and would result in substantial prejudice to Defendant, and the motion was brought in bad faith. (Def. Opp’n to Pl. Mot. 3, Docket Entry No. 72.) In the June 2019 Order, the Court granted Plaintiff’s motion, (June 2019 Order 2-3), and on July 10, 2019, Plaintiff filed the TAC, (TAC). By letter dated July 19, 2019, Defendant filed a request for a pre-motion conference in anticipation of its motion to dismiss three of the four claims added by the TAC. (PMC Request.) Defendant sought to move to dismiss Plaintiff’s claims for: (1) breach of the covenant of good faith and fair dealing implied in the Agreement, (2) unjust enrichment, and (3) quantum meruit. (PMC Request 1.) Defendant argues dismissal is warranted because: (1) Plaintiff cannot support a claim for breach of the covenant of good faith and fair dealing because there was no valid contract in place at the time of the alleged breach, (id. at 2); (2) even if the alleged breach occurred while the parties still had a valid contract, the claim is redundant of Plaintiff’s breach of contract claim, (id. at 2-3); and (3) Plaintiff’s claims for unjust enrichment and quantum meruit cannot proceed because the parties had a valid and enforceable contract governing the same subject matter, (id. at 3). After the Court notified the parties that it would consider the submissions on the merits and invited the parties to submit any additional briefing, Defendant submitted a letter brief on November 8, 2019, reiterating its position set forth in the PMC Request. (See Def. Suppl. Br.) By letter dated July 26, 2019, Plaintiff argues that all three claims should proceed. (Pl. Resp. to PMC Request, Docket Entry No. 80.) First, Plaintiff argues that the breach of covenant of good faith and fair dealing claim challenges Defendant’s conduct while the Agreement was still in effect, i.e., before its termination on February 14, 2015.3 (Id. at 2.) Second, Plaintiff argues that the breach of good faith and fair dealing claim, which “seeks post-termination damages for [Defendant's] deliberate manipulation of the…Agreement to destroy [Plaintiff's] right to receive…[its] ongoing benefits,” is distinct from the breach of contract claim, which seeks compensatory damages for Defendant’s failure to “pay commissions due and owing under the Agreement.” (Id.) Finally, Plaintiff argues that its unjust enrichment and quantum meruit claims are validly brought because those claims are based on Defendant’s “wrongful post-termination conduct” to which the Agreement does not apply. (Id. at 2-3.) Plaintiff also submitted a letter brief on November 8, 2019, reiterating its arguments in support of the claims. (See Pl. Suppl. Br.) II. Discussion a. Breach of covenant of good faith and fair dealing claim Plaintiff bases its breach of good faith and fair dealing claim on allegations that, while the Agreement was still in place, Defendant “dropp[ed] the price that [Defendant] was willing to pay [Plaintiff] for waste oil to zero, but ke[pt] all other contract terms ‘unchanged,’ thereby “act[ing] in bad faith to destroy [Plaintiff's] right to receive the benefits of the…Agreement.” (Pl. Resp. to PMC Request 2; see also TAC
