DECISION AND ORDERINTRODUCTION In October 2018, Xerox Corporation sued several allegedly interrelated entities for breaches of various contracts and unjust enrichment. ECF No. 1. In December 2018, Defendants — Bus-Let, Inc., Rocket Mail, LLC, Post Haste Mailing Services, Inc., Mass Mail, LLC, Eventide Management Partners, LLC, and Benson Smith — answered Xerox’s amended complaint and filed counterclaims for breach of contract, fraud in the inducement, tortious interference with contract, and unjust enrichment. ECF No. 12. On January 11, 2019, before discovery began, Xerox filed a joint motion for partial summary judgment on some of its claims and motion to dismiss Defendants’ counterclaims. ECF No. 16. Defendants oppose the motion. ECF No. 23. Having reviewed the relevant materials, the Court finds oral argument unnecessary to decide the motion. For the reasons that follow, Xerox’s motion is GRANTED IN PART and DENIED IN PART.DISCUSSIONI. Motion for Partial Summary Judgmenta. Legal StandardSummary judgment is appropriate when the record shows that there is “no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). Disputes concerning material facts are genuine where the evidence is such that a reasonable jury could return a verdict for the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). In deciding whether genuine issues of material fact exist, the court construes all facts in the light most favorable to the non-moving party and draws all reasonable inferences in the non-moving party’s favor. See Jeffreys v. City of New York, 426 F.3d 549, 553 (2d Cir. 2005). However, the non-moving party “may not rely on conclusory allegations or unsubstantiated speculation.” F.D.I.C. v. Great Am. Ins. Co., 607 F.3d 288, 292 (2d Cir. 2010) (quotation omitted).b. BackgroundThe following facts are from Xerox’s statement of undisputed facts, unless otherwise noted.1 This case concerns four contracts between Xerox and Defendants. The first contract was an “equipment finance lease agreement” between Xerox and Bus-Let, which the parties executed in December 2012. ECF No. 16-1 1. Under the agreement, Xerox leased Bus-Let an “iGen4 Color Printing Press” and an “iGen4 FreeFlow Print Server.” Id. In February 2014, after Bus-Let defaulted on its payment obligations, the parties modified the agreement in part. Id.
4-5.The finance lease agreement (as modified) contained a “hell or high water” clause, which provides:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOUR OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.ECF No. 16-2 at 22. The parties also agreed to treat the contract as a “finance lease” under “Article 2A of the Uniform Commercial Code,” and Bus-Let waived all rights and remedies “as a lessee under Article 2A.” Id. Under Article 2A, a lessee’s obligation to make payments under a finance lease is “irrevocable” and “not subject to cancellation, termination, modification, repudiation, excuse, or substitution.” Xerox Corp. v. JCTB Inc., No. 18-CV-6154, 2018 WL 5776423, at *5 (W.D.N.Y. Nov. 2, 2018). In addition, while Xerox agreed to maintain the leased equipment, the “exclusive remedy for Xerox’s failure to provide Maintenance Services” was to “replace the Equipment with an identical model or…another model with comparable features and capabilities.” ECF No. 16-2 at 19.Bus-Let made payments under the modified finance lease agreement until February 2018, at which time it defaulted on its obligations. ECF No. 16-1 27. Xerox estimates that its damages for Bus-Let’s breach of this agreement is $244,146.19. Id. 39.The second contract, executed in September 2013, was an equipment finance lease agreement between Xerox and Post Haste. Id. 40. Under that agreement, Xerox leased Post Haste a “XC 1000P Color Printer” and an “EX 1000 Fiery Print Server.” Id. 40. As with Bus-Let’s finance lease agreement, Post Haste’s finance lease agreement contained a “hell or high water” clause, incorporated Article 2A of the UCC, and limited the remedy for Xerox’s failure to provide maintenance services to replacement equipment. See ECF No. 16-2 at 86-87. Post Haste made payments until April 2018, when it defaulted on its obligations. ECF No. 16-1
