Magistrate Judge James Francis
In a related March 2011 prior suit (Prior Action) Icon sued Boa for failure to complete an agreed-upon financing transaction. Northern Shipping Funds I’s present action alleged Icon lacked exclusive right to settle the Prior Action against Boa, and that it also owned the claims therein. Northern charged Icon with contract breach, unjust enrichment, constructive trust and breach of fiduciary duty. It also asserted a contract breach claim against Boa. Discussing the Sept. 17, 2010, binding "Commitment Letter" contractunder which Northern and Icon agreed to lend Boa $70 millionunderlying the Prior Action, the court granted Icon’s motion to dismiss the fiduciary duty breach and constructive trust claims. In dismissing the fiduciary duty breach claims the court rejected Northern’s claim that the Commitment Letter sufficiently alleged that it and Icon were joint venturers. Nor did the Commitment Letter’s designation of Icon as the "agent" give rise to a fiduciary relationship. The Commitment Letter did not outline such a relationship, and in fact, stated that it was "issued for [Boas's] benefit only and that no other person or entity may rely hereon." Additionally, Northern’s fiduciary duty breach claim duplicated its contract breach claim.