Full opinion text
OPINION STEIN, District Judge. TABLE OF CONTENTS INTRODUCTION These related actions, both brought pursuant to 42 U.S.C. § 1983, present a number of federal and pendent state claims arising from a dispute between the City of New York and the entities with whom it contracts to provide legal services to. indigent criminal defendants. In the first action, the Legal Aid Society (“Legal Aid”) alleges that the City of New York, the Criminal Justice Coordinator of the City of New York, Mayor Rudolph W. Giuliani, former Criminal Justice Coordinator Katherine N. Lapp, and current Criminal Justice Coordinator Steven M. Fishner (collectively, the “City” or the “municipal defendants”) violated Legal Aid’s state and federal rights by interfering with a labor dispute between Legal Aid and the unions that represent its employees and by subsequently transferring business from Legal Aid to Queens Law Associates, P.C., Brooklyn Defender Services, New York County Defender Services, Inc., Bronx Defenders, Battiste, Aranowsky & Suchow, Appellate Advocates, and the Center for Appellate Litigation (collectively, the “provider defendants”). Specifically, Legal Aid contends that the City interfered with federal labor rights protected by the National Labor Relations Act (“NLRA”), retaliated against Legal Aid and its agents for the exercise of their free speech rights pursuant to the First Amendment of the U.S. Constitution, breached the City’s contract with Legal Aid, and violated state and local laws governing the distribution of municipal contracts. In the second action, premised on the same nucleus of facts, plaintiffs Association of Legal Aid Attorneys, Local 2325, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW, AFL — CIO/CLC and 1199 National Health and Human Services Employees Union, AFL — CIO/CLC (collectively, the “Unions”), who respectively represent the staff attorneys and support staff employed by Legal Aid, allege that the actions of the City, the Mayor, and Ms. Lapp violated the Unions’ and their members’ rights pursuant to the- NLRA and the First Amendment. Following limited discovery proceedings, the City and the provider defendants have moved for judgment on the pleadings pursuant to Fed.R.Civ.P. 12(b), or in the alternative for summary judgment pursuant to Fed.R.Civ.P. 56(c), dismissing the complaints in both actions. For the reasons set forth below, defendants’ motions are granted in part and denied in part. In addition, certain portions of the motions are denied with leave to renew upon the completion of discovery in order that those motions may be decided with the benefit of a more complete record in both actions. BACKGROUND On September 30, 1994, the collective bargaining agreement between Legal Aid and the Association of Legal Aid Attorneys (the “union”) expired. According to the complaints, Mayor Giuliani proposed to displace Legal Aid and to cancel its Citywide contract as the principal provider of legal services to the indigent if it negotiated a wage increase with the union, even if Legal Aid were able to fund the increase without recourse to additional funding from the City. Because of the risk of displacement, Legal Aid decided not to respond to the union’s demand for a wage increase. As a result, the unionized attorneys walked off the job at 12:01 a.m. on Saturday, October 1, 1994. Despite the fact that Legal Aid attorneys had struck seven times previously in Legal Aid’s 30-year contractual relationship with the City, on this occasion the Mayor directed the termination of all Legal Aid contracts with the City on the grounds that Legal Aid had violated its ethical obligation to provide legal representation to indigent persons since its attorneys were on strike. Three days after the strike began, the Mayor stated that he'would consider entering into a new contract with Legal Aid, but only if the contract included a no-strike provision, permitted the City to contract with other legal service providers, and barred attorneys who did not return to work from any further representation paid for by the City. The strike ended four days later, and the union signed a four-year contract with Legal Aid that included a no-strike provision. In late October, the Mayor gave formal 90-days’ notice of the termination of the City’s contract with Legal Aid. On February 3, 1995, the City and Legal Aid entered into a “Modification Agreement” that altered the terms of the previous contract by expressly granting the City the authority to “arrange for other entities to provide services to replace the services hereunder.” In October 1995, the City issued a Request for Proposals (the “First RFP”) soliciting bids for municipal contracts for the provision of legal services to indigent persons. Addendum Four to this First RFP explicitly excluded Legal Aid from participation by providing that any “proposal submitted by the Legal Aid Society would be deemed not responsive.” In June 1996, the City awarded contracts pursuant to the First RFP to defendants Queens Law Associates, P.C., Brooklyn Defender Services, and Appellate Advocates. In November 1996, the City issued a Second RFP, that also specifically excluded Legal Aid and that resulted in the award of contracts in May 1997 to defendants New York County Defender Services, Inc.; Bronx Defenders; Battiste, Aronowsky & Suchow; and the Center for Appellate Litigation. In March 1999, the City issued a Third RFP, that did not exclude Legal Aid and that resulted in the award of contracts to defendants Appellate Advocates and the Center for Appellate Litigation. (These defendants will be referred to collectively as the First, Second, and Third RFP providers, respectively.) Simultaneously, the City transferred cases from Legal Aid to these provider defendants and reduced Legal Aid’s budget accordingly. On July 9, 1996, Legal Aid filed action No. 96 Civ. 5141, alleging that the City had interfered with the collective bargaining process in violation of the NLRA, retaliated in order to punish protected speech in violation of the First Amendment, breached the City’s contract with Legal Aid, and violated a number of state and local laws governing the solicitation and award of municipal contracts. Four months later, the Unions filed action No. 96 Civ. 8137, alleging identical federal claims but no state claims. Both complaints sought monetary damages and equitable remedies, including injunctive relief against all municipal contracts awarded pursuant to the RFPs. In an opinion dated October 8, 1997, this Court denied the Unions’ - request for a preliminary injunction against the Second RFP and any similar attempts to divert business from Legal Aid. See Association of Legal Aid Attorneys v. City of New York, No. 96 Civ. 8137, 1997 WL 620831, at *1 (S.D.N.Y. Oct. 8,1997). At approximately the same time Legal Aid commenced action No. 96 Civ. 5141 in this Court, it filed what it styled as an Article 78 “petition and complaint” in New York State Supreme Court challenging the First RFP on both state and federal grounds. One week after the action was commenced, New York State Supreme Court Justice David Saxe denied the petition and dismissed the proceedings on the grounds that the claims were barred by the applicable statute of limitations and were without merit. Legal Aid immediately filed an amended pleading that was similarly- dismissed. This Court therefore dismissed the action in No. 96 Civ. 5141 on the grounds of res judicata and collateral estoppel. See Legal Aid Soc. v. City of New York, No. 96 Civ. 5141, 1997 WL 394609, at *6 (S.D.N.Y. July 11, 1997). Shortly thereafter, however, the state court’s dismissal was reversed in part by the Appellate Division, First Department. See Legal Aid Soc. v. City of New York, 242 A.D.2d 423, 424, 662 N.Y.S.2d 303, 304 (1st Dep’t 1997). Accordingly, this Court granted Legal Aid’s motion to reopen action No. 96 Civ. 5141. The state proceeding was subsequently removed to federal court as No. 97 Civ. 7566. See Legal Aid Soc. v. City of New York, No. 97 Civ. 7566, 1998 WL 689950, at *1 (S.D.N.Y. Sept. 30, 1998). Although related to the other federal actions, that action is not the subject of the present motions. Following the completion of certain discovery proceedings, defendants now move for judgment on the pleadings pursuant to Fed.R.Civ.P. 12(b), or in the alternative for summary judgment pursuant to Fed. R.Civ.P. '56(c), dismissing the complaints. For the reasons set forth below, defendants’ DISCUSSION I. Applicable standard A. Judgment on the pleadings • When presented with a motion to dismiss pursuant to Fed.R.Civ.P. 12(b), a court must assume that the allegations set forth in the complaint are true, and the motion may be granted “ ‘only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.’ ” Laborers Local 17 Health & Benefit Fund v. Philip Morris, Inc., 191 F.3d 229, 234 (2d Cir.1999) (quoting Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 2232, 81 L.Ed.2d 59 (1984)), cert. denied, — U.S. -, 120 S.Ct. 799, 145 L.Ed.2d 673 (2000). In deciding such a motion, however, a court may rely only on the factual allegations set forth in the complaint itself and not on additional matters asserted in affidavits, exhibits, or other papers submitted in conjunction with the motion. See Friedl v. City of New York, 210 F.3d 79, 83-84 (2d Cir.2000). Both sides to this dispute have submitted a plethora of affidavits and exhibits for consideration by this Court. If a court relies upon such additional matters, then the motion must be converted to one for summary judgment and accordingly must be assessed instead under the standards applicable to Fed.R.Civ.P. 56. See id. Because “[t]his conversion requirement is strictly enforced,” id. at 83, this Court will treat defendants’ motion as one for summary judgment unless specifically noted otherwise. B. Summary judgment Summary judgment may be granted “only when the moving party demonstrates that ‘there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.’ ” Allen v. Coughlin, 64 F.3d 77, 79 (2d Cir.1995) (quoting Fed.R.Civ.P. 56(c)); Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). The Court must “view the evidence in the light most favorable to the nonmoving party and draw all reasonable inferences in its favor, and may grant summary judgment only when ‘no reasonable trier of fact could find in favor of the nonmoving party.’ ” Allen, 64 F.3d at 79 (citation omitted) (quoting Lund’s, Inc. v. Chemical Bank, 870 F.2d 840, 844 (2d Cir.1989)). Once the moving party meets its initial burden of demonstrating the absence of a genuine issue of material fact, the nonmov-ing party must come forward with specific facts to show there is a factual question that must be resolved at trial. See Fed. R.Civ.P. 56(e); see also Ali v. Bank of New York, 934 F.Supp. 87, 91 (S.D.N.Y.1996). A nonmoving party must produce evidence in the record and “may not rely simply on conclusory statements or on contentions that the affidavits supporting the motion are not credible.” Ying Jing Gan v. City of New York, 996 F.2d 522, 532 (2d Cir.1993). In short, a nonmoving party must “do more than simply show there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 1355-56, 89 L.Ed.2d 538 (1986). II. Standing The City first challenges the standing of the Unions as associations to seek monetary damages on behalf of their members, the statutory standing of the Unions to seek relief on the basis of harms suffered by Legal Aid, and the contractual standing of the Unions to seek relief flowing from the City’s alleged breach of its contract with Legal Aid. In addition, the Third RFP providers challenge the standing of Legal Aid as a disappointed bidder to contest the award of contracts pursuant to the Third RFP. A. Associational standing to seek money damages on behalf of Union members The U.S. Supreme Court has “ ‘recognized that an association has standing to bring suit on behalf of its members when: (a) its members would otherwise have standing to sue in their own right; (b) the interests it seeks to protect are germane to the organization’s purpose; and (c) neither the claim asserted nor the relief requested requires the participation of individual members in the lawsuit.’” United Food & Commercial Workers Union Local 751 v. Brown Group, Inc., 517 U.S. 544, 553-54, 116 S.Ct. 1529, 1534-35, 134 L.Ed.2d 758 (1996) (quoting Hunt v. Washington State Apple Advertising Comm’n, 432 U.S. 333, 343, 97 S.Ct. 2434, 2441, 53 L.Ed.2d 383 (1977)). The third prong of this test, that neither the claim nor the relief require the participation of individual members, is a prudential limit on standing and is not necessary to the Article III standing of a plaintiff. See id. at 558,116 S.Ct. at 1537. Pursuant to this third prong, however, “no federal court has allowed an association standing to seek monetary relief on behalf of its members.” United Union of Roofers, Waterproofers, & Allied Trades No. 40 v. Insurance Corp., 919 F.2d 1398, 1400 (9th Cir.1990) (citing Telecommunications Research & Action Center v. Allnet Communication Servs., Inc., 806 F.2d 1093, 1095 (D.C.Cir.1986)); accord Sanner v. Board of Trade, 62 F.3d 918, 923 (7th Cir.1995). As the Supreme Court has explained, when an association seeks damages on behalf of its members: whatever injury may have been suffered is peculiar to the individual member concerned, and both the fact and extent of injury would require individualized proof. Thus, to obtain relief in damages, each member ... who claims injury as a result of respondents’ practices must be a party to the suit, and [the association] has no standing to claim damages on his behalf. Warth v. Seldin, 422 U.S. 490, 515-16, 95 S.Ct. 2197, 2213-14, 45 L.Ed.2d 343 (1975). In response, the Unions contend that Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185, authorizes them to seek monetary damages on behalf of their members. Section 301 generally grants unions standing to vindicate employee rights pursuant to a collective bargaining agreement negotiated by the union, even if the calculation of the damages suffered by individual employees is complicated. See International Union v. Hoosier, 383 U.S. 696, 699-700, 86 S.Ct. 1107, 1110, 16 L.Ed.2d 192 (1966). However, Section 301 applies only in cases where the claims asserted by a union arise out of a collective bargaining agreement. See United Auto., Aerospace and Agricultural Implement Workers of America v. R.E. Dietz Co., 996 F.2d 592, 595 (2d Cir.1993). In the present case, the Unions are not seeking to vindicate rights pursuant to such an agreement but instead seek pursuant to 42 U.S.C. § 1983 to vindicate rights under to the NLRA and the First Amendment. Indeed, to accept the Unions’ argument would effectively eliminate the third prong of the associational standing test, contrary to the many cases that have applied this test to unions. See, e.g., United Union of Roofers, Waterproofers, & Allied Trades No. 10, 919 F.2d at 1400; Local 191, Retail, Wholesale & Dep’t Store Union v. Standard Brands, Inc., 540 F.2d 864, 865-66 (7th Cir.1976); Communications Workers of America v. Nynex Corp., No. 93 Civ. 3322, 1997 WL 122869, at *3 (S.D.N.Y. Mar. 18, 1997); Communications Workers of America v. Nynex Corp., No. 93 Civ. 5329, 1995 WL 590871, at *4 (S.D.N.Y. Oct. 5, 1995). Allee v. Medrano, 416 U.S. 802, 820 n. 13, 94 S.Ct. 2191, 2202 n. 13, 40 L.Ed.2d 566 (1974), cited by the Unions, is not to the contrary, since the union in that case sought only injunctive relief and not damages in vindication of its members’ First Amendment rights, see id. at 804, 94 S.Ct. at 2195. Accordingly, the Unions lack standing to seek monetary damages on behalf of their members. B. Statutory standing of the Unions to seek relief on behalf of Legal Aid The Second Circuit has recently explained the necessity of proximate causation to statutory standing pursuant to 42 U.S.C. § 1983: Civil actions brought under § 1983 are analogous to state common law tort actions, serving primarily the tort objective of compensation. A § 1983 action, like its state tort analogs, employs the principle of proximate causation. Although proximate causation in the § 1983 context is a question of federal law, in determining the meaning of the concept we look to those state tort analogs, because the Supreme Court has made it crystal clear that principles of causation borrowed from tort law are relevant to civil rights actions brought under section 1983. Barnes v. Anderson, 202 F.3d 150, 158-59 (2d Cir.1999) (collecting cases) (internal citations and quotation marks omitted). In articulating the principle of proximate causation, the Second Circuit has instructed that: one notion traditionally included in the concept of proximate causation is the requirement that there be “some direct relation between the injury asserted and the injurious conduct alleged.” For this reason, “a plaintiff who complaints] of harm flowing merely from the misfortunes visited upon a third person by the defendant’s acts [is] generally said to stand at too remote a distance to recover.” Laborers Local 17 Health & Benefit Fund, 191 F.3d at 235 (quoting Holmes v. Securities Investor Protection Corp., 503 U.S. 258, 268-69, 112 S.Ct. 1311, 1318, 117 L.Ed.2d 532 (1992)). “Thus, the other traditional rules requiring that defendant’s acts were a substantial cause of the injury, and that plaintiff’s injury was reasonably foreseeable, are additional elements, not substitutes for alleging (and ultimately, showing) a direct injury.” Id. at 235-36. Moreover, three public policy factors guide the application of this “direct injury” test on a case-by-case basis: First, the less direct an injury is, the more difficult it becomes to ascertain the amount of a plaintiffs damages attributable to the violation, as distinct from other, independent, factors. Second, quite apart from problems of proving factual causation, recognizing claims of the indirectly injured would force courts to adopt complicated rules apportioning damages among plaintiffs removed at different levels of injury from the viola-tive acts, to obviate the risk of multiple recoveries. And, finally, the need to grapple with these problems is simply unjustified by the general interest in deterring injurious conduct, since directly injured victims can generally be counted on to vindicate the law as private attorneys general, without any of the problems attendant upon suits by plaintiffs injured more remotely. Holmes, 503 U.S. at 269-70, 112 S.Ct. at 1318-19 (citations omitted); see Laborers Local 17 Health & Benefit Fund, 191 F.3d at 236-37. In the present case, the direct injury test plainly bars the Unions from seeking monetary damages for injuries that are purely derivative of any harms suffered by Legal Aid. First, it would be unnecessarily difficult to isolate the many factors in the collective bargaining process that might have influenced the flow of damages between Legal Aid and the Unions. Second, and for similar reasons, it would be nearly impossible to prevent duplicative recovery by Legal Aid and the Unions. Third, and most obviously, Legal Aid itself has already brought suit in action No. 96 Civ. 5141 to redress the same harms by seeking essentially the same damages in its own right. See National Union of Hosp. & Health Care Employees v. Carey, 557 F.2d 278, 281-82 (2d Cir.1977) (“In short, while union and employer, like the proverbial lion and lamb, may coexist in negotiated peace, we see nothing in this relationship which empowers the union to litigate with the State concerning the nature and extent of the employer’s [federal] rights.”). However, the direct injury test need not bar the Unions from seeking injunctive relief in the present litigation. To begin with, the first two public policy factors under that test are crafted to address particular concerns with respect to the calculation and apportionment of damages, and by definition those concerns do not apply to a request for injunctive relief. Moreover, although Legal Aid seeks essentially the same injunctive relief, the relief sought by the Unions is not redundant, since the Unions seek such relief not as proxies asserting Legal Aid’s federal rights but rather to remedy the indirect harms to their own rights pursuant to the First Amendment and the NLRA. See Bantam Books, Inc. v. Sullivan, 372 U.S. 58, 64 n. 6, 83 S.Ct. 631, 636 n. 6, 9 L.Ed.2d 584 (1963). Indeed, federal courts have been particularly willing to recognize standing to seek injunctive relief on the basis of indirect harms where those harms implicate a plaintiffs free speech rights pursuant to the First Amendment. For example, the Supreme Court has recognized the standing of a publisher to bring a First Amendment challenge to a state commission’s alleged threats to prosecute distributors of the publisher’s works for dissemination of purportedly obscene materials. See Bantam Books, 372 U.S. at 64 n. 6, 83 S.Ct. at 636 n. 6; see also LSO, Ltd. v. Stroh, 205 F.3d 1146, 1153-54 (9th Cir.2000); Alame-da Newspapers, Inc. v. City of Oakland, 95 F.3d 1406, 1411-12 (9th Cir.1996); Penthouse Int’l Ltd. v. Putka, 436 F.Supp. 1220, 1225 (N.D.Ohio 1977). More recently, the Third Circuit has reiterated that: courts have been expansive in their view of a litigant’s standing to bring legal action in situations in which free-speech rights are implicated. Cases addressing issues of standing in the free speech labor context ... have recognized that limitations on free speech rights can result in a ‘chilling effect’ on others’ exercise of those rights, and have taken a broad view of standing based on this prospect. “Litigants, therefore, are permitted to challenge a statute not because their own rights of free expression are violated, but because of a judicial prediction or assumption that the statute’s very existence may cause others not before the Court to refrain from constitutionally protected speech or expression.” Ruocchio v. United Transp. Union, 181 F.3d 376, 385 (3d Cir.1999) (quoting Nelson v. International Ass’n of Bridge, Structural & Ornamental Iron Workers, 680 F.Supp. 16, 24 (D.D.C.1988) (quoting Broadrick v. Oklahoma, 413 U.S. 601, 612, 93 S.Ct. 2908, 37 L.Ed.2d 830 (1973))), cert. denied, — U.S. -, 120 S.Ct. 1158, 145 L.Ed.2d 1070 (2000). These same concerns apply with particular force in the present case. Accordingly, the Unions lack standing to seek monetary damages for injuries that are purely derivative of harms suffered by Legal Aid. This includes transfers of funding from Legal Aid to the provider defendants, see Complaint, No. 96 Civ. 8137, ¶ E(3), punitive reductions in Legal Ad’s funding, see id. ¶£(6), as well as lost dues income resulting from these transfers and reductions, see id. ¶ E(7). However, the Unions do not lack standing to seek injunctive relief on the basis of the same underlying legal claims. C. Contractual standing The City relies on the general rule that only a party in privity with a contract has standing to assert claims arising out of that contract, see Ametex Fabrics, Inc. v. Just In Materials, Inc., 140 F.3d 101, 110 (2d Cir.1998), to claim that the Unions lack standing to challenge any alleged breach of the City’s contract with Legal Ad. However, the rights asserted and relief sought by the Unions arise out of the NLRA and the U.S. Constitution, and not out of a contract between the City and Legal Ad. Therefore, the City’s argument must be rejected. See UP State Federal Credit Union v. Walker, 198 F.3d 372, 375-76 (2d Cir.1999) (per curiam). D. Disappointed bidder standing In its complaint, Legal Ad contests the award of contracts pursuant to the Third RFP on the grounds that the award was arbitrary and capricious. See Second Amended Complaint, No. 96 Civ. 5141, ¶¶ 94-95. However, the Third RFP providers argue that Legal Ad was ineligible to compete for those contracts because the bid it submitted deviated materially and substantially from the specifications set forth in the Third RFP. In other words, because Legal Ad’s bid allegedly was deficient, Legal Ad was ineligible to compete for the contracts issued pursuant to the Third RFP and it therefore suffered no injury even if illegal favoritism did enter into the City’s decision to award the contracts to the Third RFP providers. Pursuant to New York law, noncompliance with a public bid specification “is considered material only when it would impair the interests of the contracting authority or place some of the bidders at a competitive disadvantage.” In re Varsity Transit, Inc. v. Board of Educ., 130 A.D.2d 581, 582, 515 N.Y.S.2d 520, 521 (2d Dep’t), appeal denied, 70 N.Y.2d 605, 513 N.E.2d 1309, 519 N.Y.S.2d 1029 (1987). Allegations of noncompliance must be assessed in light of the “totality of the circumstances.” In re Superior Hydraulic, Inc. v. Town BcL, 88 A.D.2d 404, 409, 453 N.Y.S.2d 711, 715 (2d Dep’t 1982). In the present litigation, it is undisputed that the City did not reject Legal Aid’s bid as deficient. Accordingly, the City’s decision to waive any alleged deviation as immaterial “must be upheld ... if supported by any rational basis.” In re Varsity Transit, 130 A.D.2d at 582, 515 N.Y.S.2d at 521 (citing In re C.K. Rehner, Inc., 106 A.D.2d 268, 483 N.Y.S.2d 1 (1st Dep’t 1984)). First, the provider defendants assert that Legal Aid’s bid was deficient because it failed to specify a set fee to be paid by the City to Legal Aid for each appeal perfected under any contract awarded pursuant to the Third RFP. Here, however, M. Sue Wycoff, Attorney-in-Charge of the Criminal Appeals Bureau of Legal Aid, has testified that the bid was submitted in the mutual understanding with the City that Legal Aid would receive no compensation for cases that ultimately had to be reassigned to other providers because of conflicts of interest, which was the same manner of compensation as had operated pursuant to Legal Aid’s earlier contracts with the City. See Supp.Aff. of M. Sue Wycoff, dated Aug. 2, 1999, at ¶ 21. In reply, the provider defendants argue that Legal Aid and the City could have shared no such understanding, since, according to these defendants, additional documentary evidence demonstrates that Legal Aid did in fact include reassigned cases in determining its budget under pri- or contracts. See Supp.Aff. of Lynn W.L. Fahey, dated Dec. 3, 1999, at ¶¶ 1-6. At best, however, these competing contentions indicate the existence of genuine disputes as to material issues of fact whose resolution is inappropriate on the present motions for summary judgment. Second, the provider defendants maintain that Legal Aid’s bid was noncompliant because it failed to specify the costs Legal Aid expected to incur during its second year of operations under any contract awarded pursuant to the Third RFP. Wy-coff, however, has testified that Legal Aid failed to specify these costs because Section IV.G. of the bid specifications indicated only one-year cost proposals were required. See Wycoff Supp.Aff. ¶27. In addition, Wycoff notes that the page for specifying such costs was missing from the packet of application materials Legal Aid received, and that Legal Aid offered to supply any missing information. See id.; see also id. Ex. F & n. 1. Finally, Wycoff points out that the City may have decided to waive any noncompliance on the assumption that Legal Aid intended its second-year costs to be identical to the first-year figures that Legal Aid did include in its bid. See id. ¶ 29; see also In re Varsity Transit, Inc., 130 A.D.2d at 582, 515 N.Y.S.2d 520. In reply, the provider defendants argue that any such assumption would have been unrealistic given that the gradual phase-in of new staff would inevitably result in higher costs for the second year. Once again, such an assumption on the part of the City presents a disputed question of material fact. Accordingly, summary judgment on the question of disappointed bidder standing should be denied without prejudice to the renewal of that question at a later date. III. Statute of limitations, joinder, and injunctive relief The City and the provider defendants maintain that Legal Aid’s state law claims against the Second RFP providers are barred by the applicable statute of limitations, that the Unions have fatally failed to join any of the provider defendants as parties in timely fashion, and that the City’s request for rescission of the Second RFP contracts and the Union’s request for rescission of all RFP .contracts should therefore be dismissed. The City also maintains that all requests for rescission of the RFP contracts and for injunctive relief against the performance of those contracts should be dismissed on grounds that the contracts have been substantially performed. A. Statute of limitations The Second RFP providers were first named as defendants in the Second Amended Complaint in action No. 96 Civ. 5141 on June 21, 1999. Moreover, the providers pleaded the statute of limitations as an affirmative defense in their answer. See Answer on Behalf of New York County Defender Services, Inc., et al., filed Aug. 9, 1999, at 17, ¶ 105. Therefore, these defendants have satisfied the requirement of Fed.R.Civ.P. 8(c) that an affirmative defense premised on a statute of limitations must be filed in the responsive pleadings in an action. See Kulzer v. Pittsburgh-Corning Corp., 942 F.2d 122, 125 (2d Cir.1991); 2 James Wm. Moore, Moore’s Federal Practice § 8.07[6] at 8-42 (Daniel R. Coquillette et al. eds., 2d ed.2000); see also id. § 8.07[4], at 8-40 to -41 (federal procedural law governs assertion of affirmative defense provided by state law) (citing Santos v. District Council, 619 F.2d 963, 967 (2d Cir.1980)). Because “a federal court acts essentially as a state court in addressing pendent state law claims,” the timeliness of Legal Aid’s joinder of the Second RFP providers with respect to the state law claims is governed the statute of limitations applicable pursuant to state law. Baker v. Coughlin, 77 F.3d 12, 14 (2d Cir.1996). Pursuant to New York law, a challenge to agency action is normally governed by the four-month statute of limitations applicable to Article 78 proceedings. See N.Y.C.P.L.R. § 217(1) (McKinney 1999); accord Legal Aid Soc., 242 A.D.2d at 424, 662 N.Y.S.2d at 304. Therefore, joinder of the Second RFP providers was timely only as to state law claims accruing within the four months prior to June 21, 1999. In the present case, Legal Aid challenges contracts awarded pursuant to the Second RFP on four grounds: first, that the City invited bids from entities and awarded contracts to entities outside the statutory categories of permissible legal services providers, see Second Amended Complaint, No. 96 Civ. 5141, ¶¶ 82-83; second, that the Second RFP was not adopted or ratified by the City Council as required by state law, see id. ¶¶ 84-86; third, that the Second RFP resulted in awards to multiple providers in violation of municipal law, see id. ¶¶ 89-91; and fourth, that the City improperly excluded Legal Aid from the bidding process even though it was objectively qualified to propose a bid, see id. ¶¶ 92-93. All of these claims accrued at the latest on or before July 1, 1997, when the City awarded contracts pursuant to the Second RFP. See Legal Aid Soc., 242 A.D.2d at 426-27, 662 N.Y.S.2d at 306. Therefore, joinder of the Second RFP providers was timely with respect to none of these state law claims. Legal Aid protests that this result is unfair because according to this logic Legal Aid would have had to bring suit within four months of November 1996, in order to challenge the issuance of the Second RFP in that month, even though the identities of the Second RFP providers were not known until the City awarded contracts pursuant to that RFP in July 1997. The short answer to this dilemma, however, is that Legal Aid could have brought suit within four months of November 1996 and then sought leave to amend the complaint in order to add the Second RFP providers as defendants once the contracts were actually awarded. See Kulawy v. United States, 917 F.2d 729, 736 (2d Cir.1990) (“[Plaintiff] would have been hard pressed, of course, to name the purchasers in his original complaint, as the sales had not then occurred. He could, however, have sought leave to add the purchasers once the sales were completed.”). The Second RFP providers should be dismissed as defendants with respect to Legal Aid’s state law claims challenging the Second RFP. B. Joinder As noted above, the City seeks dismissal of Legal Aid’s request for rescission of the Second RFP contracts based upon its state law claims as well as the Unions’ request for rescission of any of the RFP contracts based upon its federal claims. Specifically, the City moves for such dismissal pursuant to Fed.R.Civ.P. 12(b)(7) and 19, which govern the dismissal of an action for failure to join indispensable parties. Legal Aid and the Unions contend that this motion should be rejected because the City failed to raise it in timely fashion. However, this contention must fail: The provision governing timing of defensive responses makes it clear that “failure to join a party indispensable under Rule 19” is not a threshold defense that must be asserted at the pleading stage; instead, defendant may raise this issue through the end of trial. Thus, if defendant asserts that the absentee is indispensable — as opposed to merely necessary — the rule is liberal in allowing defendant to raise the issue relatively late in the proceedings. 4 Moore’s Federal Practice § 19.02[4][b], at 19-26 (footnote omitted). The same also holds true under New York law. See N.Y.C.P.L.R. §§ 8211(a)(10), (e). Legal Aid and the Unions further argue that the City’s argument must be rejected — at least with respect to action No. 96 Civ. 5141 — because Rule 19 permits dismissal only of entire actions and not of individual causes of action. However, this argument is incorrect as a matter of law, as courts regularly dismiss individual causes of action for failure to join an indispensable party while allowing other causes of action to proceed. See Koster v. Lumbermens Mut. Cas. Co., 330 U.S. 518, 520, 67 S.Ct. 828, 830, 91 L.Ed. 1067 (1947); Fluent v. Salamanca Indian Lease Auth., 928 F.2d 542, 547 (2d Cir.1991); Kawahara Enters., Inc. v. Mitsubishi Elec. Corp., No. 96 Civ. 9631, 1997 WL 589011, at *2-5, 7 (S.D.N.Y. Sept. 22, 1997). Turning to the merits of Rule 19, the analysis required by that Rule is well settled: First, the Court must determine whether the absent party should be joined as a “necessary party” under Fed.R.Civ.P. 19(a). Second, if the court decides that the party is required but cannot be joined for practical or jurisdictional reasons, it must determine under Fed. R.Civ.P. 19(b) whether in “equity and good conscience” the action should be dismissed because the nonparty is “indispensable.” Bayer Corp. v. Smithkline Beecham PLC, No. 95 Civ. 5582, 1996 WL 34164, at *4 (S.D.N.Y. Jan. 29, 1996) (citations omitted); see Provident Tradesmens Bank & Trust Co. v. Patterson, 390 U.S. 102, 116-18, 88 S.Ct. 733, 741-42, 19 L.Ed.2d 936 (1968); Associated Dry Goods Corp. v. Towers Fin. Corp., 920 F.2d 1121, 1123 (2d Cir.1990); Prescription Plan Serv. Corp. v. Franco, 552 F.2d 493, 496-97 (2d Cir.1977). 1. Necessary parties pursuant to Fed. R.Civ.P. 19(a) Pursuant to Rule 19(a), a party is a “necessary party” if: (1) in the person’s absence complete relief cannot be accorded among those already parties, or (2) the person claims an interest relating to the subject of the action and is so situated that the disposition of the action in the person’s absence may (i) as a practical matter impair or impede the person’s ability to protect that interest or (ii) leave any of the persons already parties subject to a substantial risk of incurring double, multi-pie, or otherwise inconsistent obligations by reason of the claimed interest. Fed.R.Civ.P. 19(a); see Patterson, 390 U.S. at 107-08, 88 S.Ct. at 736-37; Associated Dry Goods Corp., 920 F.2d at 1124; Smith v. Kessner, 183 F.R.D. 373, 375 (S.D.N.Y.1998). In the present case, the Second RFP providers constitute “necessary parties” within the meaning of Rule 19(a)(2)(i). See B.K. Instrument, Inc. v. United States, 715 F.2d 713, 730-32 (2d Cir.1983); Freedom, N.Y., Inc. v. United States, No. 86 Civ. 1363, 1986 WL 6163, at *1-2 (S.D.N.Y. May 27, 1986). In particular, the providers have interests in the contracts that may not be adequately protected by the municipal defendants in the present litigation. For example, it is the provider defendants and not the municipal defendants that have raised the argument on this motion that Legal Aid lacks standing to challenge the Third RFP because Legal Aid’s bid was nonconforming. See Freedom, N.Y., 1986 WL 6163, at *1. In addition, these providers are uniquely situated to provide evidence of their eligibility for consideration and the adequacy of their bids in order to demonstrate that the City’s actions were in conformance with applicable state and local law. See id. For the reasons stated above, however, the Second RFP providers may not be joined as parties to Legal Aid’s state claims challenging the award of contracts to those providers. For similar reasons, neither the First RFP providers nor the Second RFP providers may be joined as parties to the Unions’ federal claims. First, in actions pursuant to 42 U.S.C. § 1983, courts look to the statute of limitations for personal injury actions in the state in which the alleged constitutional deprivation took place. See Ormiston v. Nelson, 117 F.3d 69, 71 (2d Cir.1997). In New York, the applicable period is three years. See N.Y.C.P.L.R. § 214(5). Therefore, a three-year statute of limitations applies to the Unions’ Section 1983 claims. See Okure v. Owens, 816 F.2d 45, 49 (2d Cir.1987), aff'd, 488 U.S. 235, 109 S.Ct. 573, 102 L.Ed.2d 594 (1989); Harris v. City of New York, 186 F.3d 243, 247-48 (2d Cir.1999). Therefore, joinder of the provider defendants would be timely only with respect to those Section 1983 claims asserted by the Unions that accrued within the three years preceding the date they would be joined, if the Unions attempted to join them. Second, under federal law, which determines when a claim accrues, a cause of action pursuant to Section 1983 accrues when the plaintiff “knows or has reason to know” of the alleged violations. See Morse v. University of Vt., 973 F.2d 122, 125 (2d Cir.1992). Therefore, the Unions’ claims with respect to the First RFP accrued in or before June 1996, when the First RFP contracts were awarded, and claims with respect to the Second RFP accrued in or before May 1997, when the Second RFP contracts were awarded. Therefore, joinder of the provider defendants would be timely with respect to none of these claims. 2. Indispensable parties pursuant to Fed. R.Civ.P. 19(b) Because necessary parties cannot be joined to the challenged claims, this Court must consider whether dismissal of those claims is required because those parties are “indispensable” within the meaning of Rule 19(b). That rule sets forth four factors that enter into this determination: [F]irst, to what extent a judgment rendered in the person’s absence might be prejudicial to the person or those already parties; second, the extent to which, by protective provisions in the judgment, by the shaping of relief, or other measures, the prejudice can be lessened or avoided; third, whether a judgment rendered in the person’s absence will be adequate; fourth, whether the plaintiff will have an adequate remedy if the action is dismissed for nonjoin-der. Fed.R.Civ.P. 19(b); see Associated Dry Goods, 920 F.2d at 1124; Smith, 183 F.R.D. at 375-76. As this Court has explained: An inquiry pursuant to Rule 19(b) is guided by the court’s discretion and the facts of the particular case. The rule does not assign relative weight to any of the factors that are listed, but instead leaves it to the court to determine whether “in equity and good conscience” the case should proceed without the party in question. Smith, 183 F.R.D. at 375-76 (internal citations omitted) (quoting Fed.R.Civ.P. 19(b)); see ConnTech Dev. Co. v. University of Conn. Educ. Properties, Inc., 102 F.3d 677, 682 (2d Cir.1996); Associated Dry Goods, 920 F.2d at 1124. In the present case, the potential for prejudice is obvious. “ ‘No procedural principle is more deeply imbedded in the common law than that, in an action to set aside a lease or a contract, all parties who may be affected by the determination of the action are indispensable.’ ” Kulawy v. United States, 917 F.2d 729, 736 (2d Cir.1990) (quoting Grouse-Hinds Co. v. Inter-North, Inc., 634 F.2d 690, 701 (2d Cir.1980)); see Lomayaktewa v. Hathaway, 520 F.2d 1324, 1325 (9th Cir.1975); Kawa-hara Enters., Inc. v. Mitsubishi Elec. Corp., No. 96 Civ. 9631, 1997 WL 589011, at *5 (S.D.N.Y. Sept. 22, 1997) (collecting cases); Freedom, N.Y., Inc., 1986 WL 6163, at *1-4. However, Rule 19(b) does not mandate dismissal of an entire claim in cases where the potential for prejudice may be ameliorated simply by dismissing the request for injunctive relief while retaining any request for monetary damages. As the Second Circuit has explained: As an alternative to dismissal, a court should take a flexible approach when deciding what parties need to be present for a just resolution of the suit. The phrase “good conscience” implies a careful and constructive consideration of those parties that are necessary to the litigation. As a consequence, very few cases should be terminated due to the absence of nondiverse parties unless there has been a reasoned determination that their nonjoinder makes just resolution of the action impossible. Jaser v. Neiu York Property Ins. Underwriting Assoc., 815 F.2d 240, 242 (2d Cir.1987); see also 4 Moore’s Federal Practice § 19.05[3], at 19-94; Jaser, 815 F.2d at 243. In this context, it is readily apparent that dismissal of the relevant claims for equitable relief will alleviate any perceived prejudice to the provider defendants, since monetary damages will come solely from the pockets of the City without affecting the validity or performance of the municipal contracts already awarded to the provider defendants. In addition, such a judgment will adequately compensate Legal Aid and the Unions, because if successful they will receive monetary relief in redress for past violations as well as injunctive relief against future RFPs. Finally, in the alternative, dismissal of the relevant claims would provide a less satisfactory resolution, since Legal Aid would be unable to pursue its challenge to the Second RFP and the Unions would be left with no remedy at all. See generally Jaser, 815 F.2d at 243. Accordingly, Legal Aid’s request for rescission of contracts awarded pursuant to the Second RFP and its request for injunctive relief against the performance of those contracts based upon its state law claims should be dismissed. Similarly, the Unions’ request for rescission of contracts awarded pursuant to the First and Second RFPs and their request for injunctive relief against the performance of those contracts should be dismissed. At the same time, these dismissals leave intact the ability of Legal Aid and the Unions to seek monetary damages based upon those same legal claims. C. Substantial performance As noted above, the City seeks dismissal of Legal Aid’s and the Unions’ request for rescission of the contracts awarded pursuant to the First and Second RFPs, on the grounds that those contracts have been substantially performed and rescission at this late date would impose an undue hardship on the City and the provider defendants. However, the parties devote minimal space to briefing this question, and the relevant law is less than fully clear. Therefore, the City’s claim should be rejected without prejudice to its renewal at a later date. IV. Exhaustion of administrative remedies The City maintains that Legal Aid’s state claims challenging the First and Second RFPs should be dismissed for failure to exhaust administrative remedies. Because exhaustion of remedies is an affirmative defense, provided by state law, application of the defense in this litigation is governed by federal procedural law, see Santos, 619 F.2d at 967, and state substantive law, see Baker, 77 F.3d at 14. Specifically, Legal Aid asserts that the City forfeited this affirmative defense by failing to raise it in its original answer or motion to dismiss, since Fed. R.Civ.P. 8(c) generally requires that affirmative defenses be asserted in the responsive pleadings. However, a defendant’s “failure to raise exhaustion of administrative remedies in response to [the] first few complaints [does] not constitute a waiver of that affirmative defense,” provided that the defense is timely raised in response to a subsequent amended complaint. Massey v. Helman, 196 F.3d 727, 735 (7th Cir.1999); see also Blonder- Tongue Labs. v. Univ. of Illinois Found., 402 U.S. 313, 350, 91 S.Ct. 1434, 1453-54, 28 L.Ed.2d 788 (1971); Harris v. Secretary, U.S. Dep’t of Veterans Affairs, 126 F.3d 339, 343 n. 2 (D.C.Cir.1997); Fed.R.Civ.P. 15(a). In the present case, the City timely raised the exhaustion defense in its answer to the Second Amended Complaint filed by Legal Aid on June 15, 1999. See Answer, No. 56 Civ. 5141, filed Aug. 6, 1999, at 17, ¶ 118. In addition, there is no prejudice to if the City is permitted to assert this defense. Pursuant to New York law, exhaustion of administrative remedies is generally required prior to the initiation of litigation in the interest of preventing premature judicial interference with administrative efforts to develop a coherent enforcement scheme as well as to develop a factual record in the particular case. See Watergate II Apartments v. Buffalo Sewer Auth., 46 N.Y.2d 52, 57, 385 N.E.2d 560, 562, 412 N.Y.S.2d 821, 824 (1978). Howev er, New York permits exceptions to this general rule “where an agency’s action is challenged as either unconstitutional or wholly beyond its grant of power, or when resort to an administrative remedy would be futdle[,] or when its pursuit would cause irreparable injury.” Id. (citations omitted). The application of these exceptions is discretionary. See Lehigh Portland Cement Co. v. New York State Dep’t of Envtl. Conservation, 87 N.Y.2d 136, 143, 638 N.Y.S.2d 388, 391 661 N.E.2d 961, 964 (1995). Still, exceptions will be granted “only if the attack does not require resolution of significant factual matters.” Patrick J. Borchers & David L. Markell, New York State Administrative Procedure & Practice § 7.9, at 217 & n. 19 (1998) (collecting cases). Within this context, the precise question presented by the City is whether Legal Aid should have exhausted its administrative remedies pursuant to former New York City R. & Regs. tit. 9, ch. 4, § 7-07, with respect to the following claims: first, that the City invited bids from providers other than a “private legal aid bureau or society,” in violation of New York County Law § 722 (McKinney 1999), see Second Amended Complaint, No. 96 Civ. 5141, ¶¶ 82-83; second, that the RFPs were never approved by the “governing body,” allegedly the City Council, in violation of New York County Law. § 722, see Second Amended Complaint, ¶¶ 84-86; third, that the RFPs resulted in awards to multiple providers even though such a result was not “necessary” for the provision of adequate services within the meaning of New York City R. & Regs. tit. 9, ch. 4, § 5-05(b)(1), see Second Amended Complaint ¶¶ 89-91; and fourth, that the City improperly excluded Legal Aid from the bidding process even though it was objectively qualified to propose a bid, see Second Amended Complaint ¶¶ 92-93. In this context, Legal Aid first argues that the exhaustion requirement should be excused by reason of futility, since the summary rejection received by Legal Aid in exhausting its claims with respect to the Third RFP indicates to it that any additional attempts to exhaust would have been futile. Pursuant to New York law, futility requires more than a showing that the plaintiff has “some reason to doubt whether ... appeal would be successful.” Pfaff v. Columbia-Greene Community Coll, 99 A.D.2d 887, 887, 472 N.Y.S.2d 480, 481 (3d Dep’t 1984). Where an agency has effectively predetermined the issue before it, however, New York courts will excuse the failure to exhaust. See Lehigh Portland Cement Co., 87 N.Y.2d at 140-41, 661 N.E.2d at 963, 638 N.Y.S.2d at 390. In the present case, Legal Aid has presented no reason to believe that exhaustion of the first two claims would have been futile. With respect to the last two claims, the contextual evidence strongly suggests that the Criminal Justice Coordinator had predetermined that Legal Aid would be excluded from the bidding process and that awards would be made to entities other than Legal Aid, thereby resulting in multiple awards. Even so, because the third claim implicates factual questions as to whether multiple providers were “necessary,” excusal would be inappropriate with respect to that claim. Therefore, only the fourth claim, pertaining to the categorical exclusion of Legal Aid, should be excused from the requirement of exhaustion of administrative remedies on the grounds that any attempt to exhaust those remedies would prove futile. In addition, Legal Aid argues that the exhaustion requirement should be excused for the reason that all of the challenged actions were wholly beyond the administrative agency’s grant of power. Here, however, New York courts distinguish between agency actions that exercise an unlawful power and those actions that simply misapply a lawful power to a given fact pattern. See Watergate II Apartments, 46 N.Y.2d at 57-58, 385 N.E.2d at 563-64, 412 N.Y.S.2d at 824-25; Davidson v. Rochester Tel. Corp., 163 A.D.2d 800, 802-03, 558 N.Y.S.2d 1009, 1011 (3d Dep’t), appeal denied, 76 N.Y.2d 714, 565 N.E.2d 1268, 564 N.Y.S.2d 717 (1990); In re Annette Dozier v. New York City, 130 A.D.2d 128, 134-35, 519 N.Y.S.2d 135, 141 (2d Dep’t 1987); see also Borchers & Markell, New York State Administrative Procedure & Practice § 7.9, at 217. In that regard, the first and third claims involved, at most, misapplications of a lawful power in determining whether a given bidder was a “private legal aid bureau or society” and whether awards to multiple providers were “necessary” for the provision of adequate services. By contrast, the allegation that the RFPs were unlawful because they never received City Council approval strongly suggests that the agency’s actions were wholly beyond its legitimate power. Moreover, unlike the first and third claims, this last claim entails a question of pure law, without reference to underlying factual determinations. Therefore, excusal as to this claim is appropriate. Accordingly, summary judgment should be granted dismissing Legal Aid’s state law challenges to the First and Second RFPs, except insofar as Legal Aid challenges the alleged lack of approval by the City Council and the alleged categorical exclusion of Legal Aid from the bidding process. V. Waiver The City and the provider defendants also contend that Legal Ad waived any legal right it might have had to challenge the RFPs when it agreed to the following provision in the Modification Agreement: C. Nothing contained herein shall confer on Contractor [ie., Legal Ad] any right to have assigned to it any minimum or maximum number of cases or any specific case. It is understood that the City may arrange for other entities to provide services to replace the services hereunder in whole or in part. In such event the Contractor’s budget shall be modified to reflect the new service level, consistent with notification provisions of this Agreement. Second Amended Complaint, No. 96 Civ. 5141, Ex. L, at 8. Defendants further contend that Legal Aid and the Unions are estopped from challenging the legality of this provision because they have continued to operate and to accept benefits from the City pursuant to the Modification Agreement. In response, Legal Aid asserts that the waiver argument is barred by the law of the case and that the provision should be voided on the grounds of duress. A. Law of the case The doctrine of law of the case “posits that when a court decides upon a rule of law, that decision should continue to govern the same issues in subsequent stages in the same case.” Arizona v. California, 460 U.S. 605, 618-19, 103 S.Ct. 1382, 1391, 75 L.Ed.2d 318, reh’g denied, 462 U.S. 1146, 103 S.Ct. 3131, 77 L.Ed.2d 1381 (1983), and decision supplemented, 466 U.S. 144, 104 S.Ct. 1900, 80 L.Ed.2d 194 (1984); see United States v. Yonkers Bd. of Educ., 856 F.2d 7, 11 (2d Cir.1988); Brown v. State, 250 A.D.2d 314, 320, 681 N.Y.S.2d 170, 174-75 (3d Dep’t 1998). The doctrine applies to issues explicitly resolved by the earlier decision as well as to those resolved “by necessary implication.” Fogel v. Chestnutt, 668 F.2d 100, 105, 108-09 (2d Cir.1981). In this context, Legal Aid posits that the law of the case doctrine bars defendants from asserting the defenses of waiver and equitable estoppel because those defenses were already considered and rejected by the Appellate Division, First Department in Legal Aid Soc. v. City of New York, 242 A.D.2d 423, 424, 662 N.Y.S.2d 303, 304 (1st Dep’t 1997). However, this position must be rejected for three reasons. First, the law of the case doctrine applies only where an earlier issue was decided “in the same case.” Arizona, 460 U.S. at 618-19, 103 S.Ct. at 1391; see Yonkers Board of Educ., 856 F.2d at 11 (same); Brown, 250 A.D.2d at 320, 681 N.Y.S.2d at 174 (“The doctrine of the ‘law of the case’ applies to various stages of the same litigation.”). Law of the case doctrine is therefore inapplicable, because the decision of the Appellate Division, First Department was rendered not in the same case but rather in separate although parallel state court litigation. Second, even if law of the ease doctrine were applicable, the Appellate Division, First Department did not reach the questions of waiver and equitable estoppel, either expressly or by necessary implication, in rendering its decision. The decision focuses on the application of the relevant statutes of limitations to the claims asserted by Legal Aid in the state court litigation. See 242 A.D.2d at 425-27, 662 N.Y.S.2d at 305-06. In addition, it was unnecessary for that court to decide the questions of waiver and estoppel to reach its holding, which it stated as follows: The [New York State Supreme Court] elected to view Legal Aid’s pleading entirely in the context of an Article 78 proceeding, and dismissed all the claims asserted as barred by the 4-month Statute of Limitations (CPLR 217[1]). In denying the petition in its entirety, the ... court nonetheless failed to address specifically the third cause of action [ie., the NLRA claim], and the possibility that that claim might be governed by a different Statute of Limitations. We find this to be error, and modify accordingly. Id. at 424, 662 N.Y.S.2d at 304 (footnote omitted). Thus, the Appellate Division’s discussion of Legal Aid’s NLRA claim and the City’s defense to it were directed toward deciding whether Legal Aid had stated a valid claim pursuant to 42 U.S.C. § 1983, which, as the Appellate Division correctly concluded, is governed by a three-year and not a four-month statute of limitations. See id. at 425-26, 662 N.Y.S.2d at 305-06. Moreover, New York courts have repeatedly held that where an earlier appellate ruling is silent on an issue, and resolution of the issue was not necessary to reach the result of the ruling, the law of the case doctrine is inapplicable. See Castle v. Gaseteria Oil Corp., 263 A.D.2d 523, 523, 693 N.Y.S.2d 216, 217 (2d Dep’t 1999); Gilligan v. Reers, 255 A.D.2d 486, 486, 680 N.Y.S.2d 621, 622 (2d Dep’t 1998); Mulder v. Donaldson, Lufkin & Jenrette, 224 A.D.2d 125, 130-31, 648 N.Y.S.2d 535, 538 (1st Dep’t 1996); Dwyer v. Nicholson, 193 A.D.2d 70, 76, 602 N.Y.S.2d 144, 148 (2d Dep’t 1993); Gasparre v. St. Joseph’s Med. Ctr., 186 A.D.2d 453, 454, 588 N.Y.S.2d 561, 561-62 (1st Dep’t 1992). Accordingly, Legal Aid’s argument based on the law of the case doctrine must be rejected. B. Duress and Estoppel Next, Legal Aid argues that the Modification Agreement should be voided on the grounds that Legal Aid entered into the agreement only under duress from the City. As the New York Court of Appeals has explained, “[a] contract is voidable on the ground of duress when it is established that the party making the claim was forced to agree to it by means of a wrongful threat precluding the exercise of his free will.” Austin Instrument, Inc. v. Loral Corp., 29 N.Y.2d 124, 130, 272 N.E.2d 533, 535, 324 N.Y.S.2d 22, 25 (Fuld, C.J.) (citing Allstate Med. Labs., Inc. v. Blaivas, 20 N.Y.2d 654, 229 N.E.2d 50, 282 N.Y.S.2d 268 (1967)), rearg. denied, 29 N.Y.2d 749, 276 N.E.2d 238, 326 N.Y.S.2d 1027 (1971). The mere existence of economic pressure does not constitute duress. See Scientific Holding Co. v. Plessey Inc., 510 F.2d 15, 22 (2d Cir.1974) (citing Nixon v. Leitman, 32 Misc.2d 461, 466, 224 N.Y.S.2d 448, 452 (Sup.Ct.N.Y.Co.1962)); Walbern Press, Inc. v. C.V. Communications, Inc., 212 A.D.2d 460, 461, 622 N.Y.S.2d 951, 952 (1st Dep’t 1995). Legal Aid entered into the Modification Agreement as a sophisticated entity that had bargained with the City on previous occasions and was represented by competent counsel. Even if the City’s actions in terminating Legal Aid’s prior contract without notice constituted duress, however, a party who seeks to void a contract by reason of duress must act promptly to repudiate the contract. In other words, “[a] party who executes a contract under duress and then acquiesces for any considerable length of time, ratifies the contract.” Sheindlin v. Sheindlin, 88 A.D.2d 930, 931, 450 N.Y.S.2d 881, 882 (2d Dep’t 1982); see DiRose v. PK Management Corp., 691 F.2d 628, 633-34 (2d Cir.1982); Restatement (Second) of Contracts §§ 380-81 (1981). Plaintiffs delayed for well over a year before bringing any legal challenge to the Modification Agreement, which was signed in February 1995. Specifically, Legal Aid failed to bring suit until July 1996, over seventeen months later, and the Unions failed to file their action until October 1996, twenty months following the signing of the agreement. In the meantime, moreover, Legal Aid and the Unions continued to render services and to accept millions of dollars in compensation pursuant to the agreement they now challenge. These delays fall well within the ranges found sufficient to vitiate a claim of duress as a matter of law. See DiRose, 691 F.2d at 633-34 (eighteen months); Boyle v. Burkich, 245 A.D.2d 609, 610, 665 N.Y.S.2d 104, 105 (3d Dep’t 1997) (nearly two years); Reader v. Reader, 236 A.D.2d 829, 829, 653 N.Y.S.2d 768, 768 (4th Dep’t 1997) (fifteen and one half months); Nicholas A. Cutaia, Inc. v. Buyer’s Bazaar, Inc., 224 A.D.2d 952, 953, 637 N.Y.S.2d 857, 858 (4th Dep’t 1996) (six months); Benjamin Goldstein Prods., Ltd. v. Fish, 198 A.D.2d 137, 138, 603 N.Y.S.2d 849, 851 (1st Dep’t 1993) (over one year); Kranitz v. Strober Org., Inc., 181 A.D.2d 441, 441, 580 N.Y.S.2d 350, 350 (1st Dep’t 1992) (twelve months); Bank Leumi Trust Co. v. D’Evori Int’l, Inc., 163 A.D.2d 26, 30-31, 568 N.Y.S.2d 909, 914 (1st Dep’t 1990) (over six months); George Colon & Co. v. East 189th Street Bldg. & Constr. Co., 141 A.D. 441, 126 N.Y.S. 226, 227 (1st Dep’t 1910)