Craig Presnall, Brian Huber, Jeff Rushing, Bryan Sanders, as Trustee of the 2012 Sanders Trust, William McCutchen, Delano Vince Vincent, David Wiltgen, Nicolas Kyriazis, Helen Kyriazis, John Keith Taylor, Peran Jed Ford, Gary Thompson, Janie Hodges, William Claxton, Jonathan, Bruce Turner, Jean Bordelon, Thomas Haas, Benjamin Sweers, Patrick Ognowski, Kevin Knight, Don Book, Gary Massingill, William Marciniak, Barry Bentle and Ken Sanders, Plaintiffs v.Analogic Corporation and Oncura Partners Diagnostics, LLC, Defendants
OPINION AND ORDER Plaintiffs bring eight claims under New York law related to the acquisition of defendant Oncura Partners Diagnostics, LLC (“Oncura”) by defendant Analogic Corporation (“Analogic”). The 25 plaintiffs formerly held ownership interests in Oncura, a company that marketed and sold ultrasound equipment used by veterinarian clinics. In January 2016, after a fifteen-month negotiation, plaintiffs agreed to sell Oncura to Analogic, a company that manufactured ultrasound equipment, including the systems sold by Oncura. The Complaint asserts that after the acquisition, Oncura sales briefly soared, before Analogic’s management intentionally undermined Oncura in order to avoid paying plaintiffs certain agreed-upon, performance-based consideration. Analogic’s acquisition of Oncura was governed by an Agreement and Plan of Merger (the “Agreement”). Plaintiffs assert that they agreed to sell Oncura based on what they now describe as fraudulent misrepresentations about Analogic’s business plans and the consideration they were to receive based on performance goals. Plaintiffs allege that, in truth, Analogic never intended to support Oncura’s growth and expansion, deprived it of necessary resources and intentionally sought to avoid the payment of performance-based consideration.Plaintiffs’ First Amended Complaint (the “Complaint”) asserts eight causes of action against Analogic and Oncura, all of them brought under New York law. Defendants move to dismiss five of those claims pursuant to Rule 12(b)(6), Fed. R. Civ. P., including claims for fraud, negligent misrepresentation, breach of the implied duty of good faith and fair dealing, unjust enrichment and declaratory judgment. Defendants do not move to dismiss plaintiffs’ two claims for breach of contract and their claim of anticipatory repudiation.For the reasons that will be explained, the Court concludes that the claims defendants seek to dismiss fall within the terms of the parties’ agreements and are foreclosed by them. Defendants’ motion to dismiss the non-contractual claims is therefore granted in its entirety.BACKGROUND.A. The Parties and the Negotiation of Analogic’s Purchase of Oncura.Oncura was founded in 1999. (Compl’t47.) According to plaintiffs, Oncura was a pioneer in selling ultrasound technology to veterinary practices. (Compl’t47.) Specifically, Oncura sold ultrasound equipment to smaller veterinary clinics that did not previously have access to advanced animal-imaging technology, including equipment manufactured by Analogic. (Compl’t53.) Prominent Analogic products sold by Oncura included the SonixTablet and SonixOne ultrasound systems. (Compl’t
