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DW Last Call Onshore LLC v. Fun Eats and Drinks LLC

Breach Claim Stated But Implied Covenant Breach Claim Attacked Bankruptcy Court Order

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*1  Plaintiffs DW Last Call Onshore, LLC and DW Last Call Offshore, LLC (together, “DW”) sue Fun Eats and Drinks LLC (“FEAD”) for breach of contract, for breach of the implied covenant of good faith and fair dealing, and for a declaratory judgment. The contract at issue in their dispute is a March 12, 2014 Credit Agreement (the “Credit Agreement”) between certain lenders and Last Call Guarantor, LLC (“Last Call”). FEAD now moves, pursuant to Rules 12(b) of the Federal Rules of Civil Procedure, to dismiss the Complaint. (Docket No. 41). For the following reasons, the motion is GRANTED in part and DENIED in part.BACKGROUNDThe following facts, which are taken from the Complaint, documents it incorporates, and matters of which the Court may take judicial notice, are construed in the light most favorable to Plaintiffs. See, e.g., Kleinman v. Elan Corp., PLC, 706 F.3d 145, 152 (2d Cir. 2013).In 2014, a Dallas-based restaurant group experiencing “declining sales and rising costs” filed for bankruptcy and was acquired by a company known as “Last Call.” (Docket No. 1 (“Notice of Removal”), Ex. A (“Compl.”),13). In connection with the sale, Last Call entered

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