MEMORANDUM & ORDER Plaintiff CJUF III 20 Henry Property LLC (“CJUF”) brings this action against Defendant Edison Coatings, Inc. (“Edison”), for breach of contract, indemnification, and contribution, relating to allegedly defective stucco that Defendant supplied for the renovation of a building located at 20 Henry Street, formerly known as 73-79 Middagh Street, in Brooklyn, New York (the “Middagh Building”). (Am. Compl. (Dkt. 18) 1.) Defendant moves pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss the complaint with prejudice. (Mot. to Dismiss (“Mot.”) (Dkt. 21) at 1.) For the reasons stated below, the motion is GRANTED. I. BACKGROUND A. Facts The following factual summary is drawn from the facts alleged in the complaint, which the court generally accepts as true. See N.Y. Pet Welfare Ass’n v. City of New York, 850 F.3d 79, 86 (2d Cir. 2017). CJUF has owned the Middagh Building since 2010. (Am. Compl. 9.) In 2011, B&A Restoration Consulting, Inc. (“B&A”), the façade contractor for the Middagh Building, hired Edison as its subcontractor to supply stucco for the façade in connection with an ongoing rehabilitation project. (Id.
18, 20.) B&A entered into a contract to purchase stucco from Edison in October 2011 (the “Stucco Contract”). (Id. 20; see also Stucco Contract (Dkt. 22-1).) Construction of the façade was completed in 2013. (Am. Compl. 23.) In March 2016, a large chunk of stucco broke off the north façade of the Middagh Building. (Id. 23.) The Board of Managers of the 20 Henry Street properties (which includes the Middagh Building) (the “Board”) further noted that pervasive “spider cracks” in the north façade were causing “water infiltration, severe spalling, and detachments of sections of hard coating.” (Id. 24.) In April 2016, the Board filed a complaint against CJUF in Kings County Supreme Court alleging claims of breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, and violations of N.Y. G.B.L §§349-350 relating to, inter alia, the defective stucco (the “Underlying Action”). (Id. 25; see also Am. Compl., Bd. Of Mgrs. of 20 Henry St. Condo. v. CJUF III 20 Henry Properties, LLC, Ind. No. 500289/2016 (Kings Cty. Sup. Ct. June 29, 2016), NYSCEF Dkt. No. 13 (“Underlying Complaint”).) CJUF impleaded B&A as a third-party defendant. (Am. Compl. 26.) B&A did not implead Edison. (Id.) The entire façade was eventually replaced. (Id. 27.) In January 2018, CJUF, B&A, and Merritt Engineering Consulting, P.C. (which CJUF impleaded as a third-party defendant in the Underlying Action) settled all claims relating to the north façade stucco for $270,000, to which CJUF and B&A each contributed $90,000. (Id. 28.) Later that month, B&A assigned its rights under the Stucco Contract to CJUF. (Id. 29.) B. Procedural History CJUF filed its original complaint in on April 4, 2019. (Compl. (Dkt. 1).) CJUF filed its amended complaint on September 6, 2019. (Am. Compl.) Currently pending before the court is Defendant’s motion to dismiss for failure to state a claim. (See Mot.; Pl.’s Opp. to Mot. to Dismiss (“Opp.”) (Dkt. 23); Reply in Supp. of Mot. to Dismiss (“Reply”) (Dkt. 24).) II. LEGAL STANDARD The purpose of a motion to dismiss for failure to state a claim under Rule 12(b)(6) is to test the legal sufficiency of a plaintiff’s claims for relief. Patane v. Clark, 508 F.3d 106, 111-12 (2d Cir. 2007) (per curiam). A complaint will survive a motion to dismiss if it contains “sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. In evaluating a motion to dismiss, a court may consider documents central to a plaintiff’s claim, documents sufficiently referred to so as to be deemed “integral” to the complaint, and documents over which a court may take judicial notice. See King v. City of New York, No. 12-CV-2344 (NGG), 2014 WL 4954621, at *7-8 (E.D.N.Y. Sept. 30, 2014) (citing Global Network Comms., Inc. v. City of New York, 458 F.3d 150, 156 (2d Cir. 2006)); see also Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002) (holding that courts may consider an extrinsic document when the complaint “relies heavily upon its terms and effect”). The purpose of this rule is to “prevent[] plaintiffs from generating complaints invulnerable to Rule 12(b)(6) simply by clever drafting.” King, 2014 WL 4954621, at *8 (quoting Global Network, 458 F.3d at 157). III. DISCUSSION CJUF seeks damages incurred by Defendant’s act of supplying defective stucco through three claims: breach of contract, common law indemnification, and contribution. As discussed below, however, CJUF’s breach of contract claim is time-barred. Moreover, CJUF’s common-law indemnification claim fails because the liability for which it is seeking indemnification — breach of its own contracts with the Board — does not give rise to a claim for common-law indemnification. Finally, CJUF’s contribution claim fails because CJUF has not alleged that Defendant engaged in any tortious conduct. As such, CJUF’s claims fail as a matter of law and the court accordingly grants Defendant’s motion to dismiss with prejudice.1 A. Breach of Contract CJUF’s first claim is a breach of contract claim against Defendant for supplying defective stucco. (Am. Compl.
