OPINION & ORDER Before the Court is a motion by Plaintiff Pilkington North America, Inc. (“Pilkington”), a Delaware manufacturer, to dismiss counterclaims brought by Defendant Mitsui Sumitomo Insurance Company of America (“MSI” or “MSI-US”), a New York insurance company, pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, Pilkington’s motion is GRANTED. I. Background This action arises out of an approximately $60 to $100 million loss that Pilkington incurred when a tornado (“the Tornado”) struck its glass manufacturing factory in Ottawa, Illinois on or around February 28, 2017. Pilkington seeks compensation for the loss pursuant to a commercial property and business interruption insurance policy that was issued by MSI to Pilkington’s parent company, Nippon Sheet Glass Company, Ltd. (“NSG”, together with Pilkington and NSG’s other subsidiaries, “the NSG Group”). Pilkington alleges that MSI is liable for fraudulently revising the insurance policy such that the loss caused by the Tornado is not fully compensable. Pilkington also seeks damages against its insurance broker during the relevant time period, Defendant Aon Risk Services Central, Inc. (“Aon” or “Aon-US”), for allegedly providing faulty advice while brokering the insurance policy, which allowed MSI’s fraud to succeed. A. Factual Overview The Court presumes familiarity with the allegations of this case as stated in the Court’s October 30, 2019, and May 18, 2020, decisions resolving MSI’s and Aon’s motions to dismiss Pilkington’s claims against them. See Pilkington N. Am., Inc. v. Mitsui Sumitomo Ins. Co. of Am., 420 F. Supp. 3d 123, 130-33 (S.D.N.Y. 2019) (“Pilkington I”); Pilkington N. Am., Inc. v. Mitsui Sumitomo Ins. Co. of Am., 460 F. Supp. 3d 481, 487-90 (S.D.N.Y. 2020) (“Pilkington II”). To briefly summarize, Pilkington alleges that MSI misrepresented the changes it proposed by means of a revision (“the Endorsement”) to an active insurance policy MSI had issued to the NSG Group for the 2015-2016 policy period (“the U.S. Local Policy” or “the Policy”). MSI proposed the changes to Aon, who failed to notify Pilkington that, in addition to changing certain currency valuations in the Policy, the Endorsement also revised the wording of a sublimit applicable to certain types of windstorms. Aon failed to inform Pilkington that the Endorsement would substantially reduce coverage for windstorms such as the Tornado. The gravamen of Pilkington’s claims center on its allegations that MSI represented to Aon that the Endorsement would only change currency valuations when in fact it also reduced the types of losses that MSI was obligated to indemnify; and on Aon’s negligence in carelessly helping to trick Pilkington into agreeing to the Endorsement and incorporating the same fraudulently revised terms into the following year’s insurance policy, which was in effect when the Tornado struck. B. Procedural History Pilkington initiated this action on September 6, 2018, asserting claims against MSI for reformation of contract, breach of contract, declaratory relief regarding the enforceability of the 2016-2017 U.S. Local Policy as written, and breach of the implied duty of good faith and fair dealing; and claims against Aon for breach of contract, intentional misrepresentation, negligence, negligent misrepresentation, and breach of fiduciary duty. (ECF No. 1.) On January 24, 2019, MSI and Aon individually moved to dismiss Pilkington’s complaint pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b). (ECF Nos. 23, 34.) On October 30, 2019, the Court granted in part and denied in part Aon’s and MSI’s motions but allowed Pilkington the opportunity to cure its defective pleading by filing an amended complaint (“the AC”). (ECF No. 64.) On December 2, 2019, Pilkington filed the AC, which added a claim of equitable estoppel against MSI, and which MSI and Aon subsequently, and once again individually, moved to dismiss. (ECF Nos. 73, 76, 81.) On May 18, 2020, the Court denied MSI’s motion to dismiss in its entirety and ordered this action to proceed to discovery.1 (ECF No. 108.) C. MSI’s Answer and Counterclaims On June 15, 2020, MSI filed an amended answer (“MSI’s Answer”) with affirmative defenses, counterclaims against Pilkington, and cross-claims against Aon. (ECF No. 116.) MSI’s Answer denies that it owes anything to Pilkington in excess of the $15 million MSI has already paid to satisfy its coverage obligations under the 2016-2017 U.S. Local Policy. As relevant here, MSI’s Answer also requests that the Court issue an order (1) declaring that coverage for losses arising from a windstorm in the United States is subject to a $15 million sublimit (the declaratory judgment counterclaim); and (2) estopping Pilkington from seeking to recover any additional amounts (the equitable estoppel counterclaim). (Am. Countercl. & Cross-Cl.
7, 77-90, ECF No. 116.) In support of its counterclaims, MSI alleges the following additional facts: The U.S. Local Policy, under which Pilkington seeks compensation for the Tornado, was issued as part of a comprehensive global risk transfer program (“the Global Program”) which involved (1) the NSG Group; (2) Aon’s parent company, Aon UK Limited (“Aon-UK”); and (3) MSI’s parent company, Mitsui Sumitomo Insurance Company Ltd. (“MSI-Japan”). (Id.
