Full opinion text
MEMORANDUM OF DECISION KRAVITZ, District Judge. This case involves land (the “Plainville Site”) that Defendant Northrop Grumman Space & Mission Systems Corp. (“Northrop Grumman”) owned until it divided the site into three parcels and sold one parcel to Defendant Best Friends, Inc. (“Best Friends”) in 1988 and the remaining parcels to Plaintiff OBG Technical Services, Inc. (“OBG”) in 1990. The Plainville Site had been used for many decades for various industrial purposes, and those operations resulted in contamination of the soil and groundwater as well as a lagoon located on the site. In this action, OBG sues Northrop Grumman and Best Friends in an eleven-count complaint, alleging that the Defendants failed to disclose the true extent of pollution on their properties and failed to prevent pollution on Best Friends’ parcel from migrating onto OBG’s parcel. OBG also asserts various contract-based claims related to the agreement between OBG and Northrop Grumman by which OBG acquired its portion of the Plainville Site. OBG is an environmental consulting firm and was Northrop Grumman’s environmental consultant regarding remediation of contamination on the Plainville Site. OBG acquired the parcels at issue in this case after preparing a site investigation report that state officials used to approve a remediation plan for the site. In return for assuming responsibility for the required remediation work on the site, OBG received both the parcels and a payment of approximately $10.5 million from Northrop Grumman “[i]n recognition of the inherent potential liabilities associated with the [site].” Purchase Agreement, Art. VI., Second Am. Compl. [doc. #43] Ex. A (“Purchase Agreement”). OBG hoped to clean up the site and sell it for a nice profit. However, the contamination on the site proved to be more extensive than OBG thought, the clean-up took longer, and the State later imposed new environmental regulations that will require further cleanup, and more expense, if OBG wants to sell its property. As a consequence, while OBG thought it had made a good deal when it acquired the property, with the benefit of hindsight, it turns out it was not. In this case, however, the hindsight is from a rather distant point in time, for OBG acquired the parcel from Northrop Grumman in 1991, about fifteen years before OBG filed this action in November 2006. As discussed below, it is simply far too late in the day for OBG to pursue its second thoughts. After OBG filed its complaint, Defendants moved to dismiss it, raising a number of statute of limitations issues. After OBG amended its complaint in an effort to address the motions to dismiss, Defendants Northrop Grumman and Best Friends renewed their motions to dismiss. In addition, Northrop Grumman moved, in the alternative, for summary judgment as to all of OBG’s claims alleged against Northrop Grumman. For the reasons discussed below, the Court GRANTS Northrop Grumman’s and Best Friends’ Motions to Dismiss [docs. ## 50, 52] and DENIES WITHOUT PREJUDICE Northrop Grumman’s Motion for Summary Judgment [doc. # 53]. I. The Court will briefly recite the facts here and discuss them in greater detail as it evaluates each of OBG’s claims. In summarizing the facts, the Court “accept[s] as true all factual statements alleged in the complaint and draw[s] all reasonable inferences in favor of’ OBG. McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 191 (2d Cir.2007); see Desiano v. Warner-Lambert Co., 326 F.3d 339, 347 (2d Cir.2003). On a Rule 12(b) motion, “[a] complaint is deemed to include any written instrument attached to it as an exhibit, materials incorporated in it by reference, and documents that, although not incorporated by reference, are integral to the complaint.” Sira v. Mor ton, 380 F.3d 57, 67 (2d Cir.2004) (internal citations and quotation marks omitted); see also Collier v. Aksys Ltd., No. 3:04CV 1232(MRK), 2005 WL 1949868, at *1 (D.Conn. Aug.15, 2005), aff'd, 179 Fed.Appx. 770 (2d Cir.2006). A document is integral to the complaint “where the complaint relies heavily upon its terms and effect.” Mangiafico v. Blumenthal, 471 F.3d 391, 398 (2d Cir.2006). As the Second Circuit stated in Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002), “a plaintiffs reliance on the terms and effect of a document in drafting the complaint is a necessary prerequisite to the court’s consideration of the document on a dismissal motion; mere notice or possession is not enough.” Thus, in its description of the facts and analysis of OBG’s complaint, the Court relies not only on OBG’s Second Amended Complaint [doc. # 43], but also on the 1991 Purchase Agreement between OBG and Northrop Grumman, which OBG attached to the complaint, see Second Am. Compl. [doc. # 43] Ex. A (“Purchase Agreement”), and the Consent Order Plan that is referred to in the complaint, see id. ¶¶ 28, 30, 35, 41, 83. Although OBG did not attach the Consent Order Plan to the complaint, the Court finds that it may consider the Consent Order Plan because: (1) the Consent Order Plan is “integral” to the complaint; (2) “no dispute exists regarding the authenticity or accuracy” of the Consent Order Plan; and (3) “no material disputed issues of fact [exist] regarding the relevance” of the Consent Order Plan. Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006). As noted previously, this case involves the Plainville Site, which OBG acquired from Northrop Grumman on December 20, 1990. Four years earlier, in 1986, Northrop Grumman had retained OBG as an environmental clean-up contractor to conduct “environmental remediation of the [Plainville Site],” Second Am. Compl. [doc. # 43] ¶ 17, and in particular, to remove underground storage tanks on the site and to analyze soil samples from around the tanks to determine the extent to which oil and grease from the tanks had contaminated the surrounding soil. At or around this time, Northrop Grumman also subdivided the Plainville Site into parcels A, B, and C. Relevant to this litigation, the underground storage tanks that OBG removed for Northrop Grumman were located on parcel A, while a lagoon contaminated with industrial waste products was located on parcel B; parcels B and C are located on a downward gradient from parcel A. In July 1988, Best Friends acquired parcel A. Apparently at or around the time that Best Friends acquired parcel A, Northrop Grumman entered into negotiations with the Connecticut Department of Environmental Protection (“DEP”) regarding remediation of contamination on the Plain-ville Site. Northrop Grumman and the DEP discussed a remediation plan (eventually titled the “Consent Order Plan”), under which Northrop Grumman would be responsible for removing contaminants from the Plainville Site. As part of its negotiations with the DEP, Northrop Grumman hired OBG to “conduet[ ] investigations at the [Plainville Site],” Second Am. Compl. [doc. # 43] ¶ 23, and prepare a Site Investigation Report that would be presented to the DEP on behalf of Northrop Grumman. OBG’s Site Investigation Report described “the extent and degree of soil and ground water pollution resulting from the waste waters discharged on-site, the leaking fuel oil storage tanks and the disposal of ... solid waste on the [Plainville Site].” Northrop Grumman’s Motion to Dismiss [doc. #52], Aff. of Thomas Hogan, Ex. 6 (“Consent Order Plan”) ¶ 7. OBG submitted its Site Investigation Report to the DEP in 1989, and the Report was later approved by the DEP as part of the Consent Order Plan for the Plainville Site. See id. Following submission of the Site Investigation Report to the DEP, OBG and Northrop Grumman began to discuss OBG’s acquisition of parcels B and C. On December 20, 1990, OBG and Northrop Grumman entered into a Purchase Agreement to transfer parcels B and C to OBG (the “Property”). See Purchase Agreement. Under the'terms of the Purchase Agreement, OBG agreed to take full responsibility for all remediation work required of Northrop Grumman by the DEP in connection with its approval of the Consent Order Plan. In return, OBG would receive title to the Property in addition to cash payments from Northrop Grumman totaling approximately $10.5 million. The payments were stated in the Purchase Agreement to be “[i]n recognition of the inherent potential liabilities associated with the Site which will be assumed by Purchaser upon passage of title to Purchaser, and Purchaser’s agreements to perform the Work as well as develop the Site for sale or other disposition.” Purchase Agreement, Art. YI (emphasis added). Notably, the Purchase Agreement contained no representations or warranties by Northrop Grumman regarding environmental • conditions- on the Plainville Site. At the time OBG and Northrop Grumman executed the Purchase Agreement, Northrop Grumman, OBG, and the DEP had nearly (but not yet) finalized the Consent Order Plan stating precisely what remediation efforts would be required on the Plainville Site. Thus, the Purchase Agreement stated that OBG “shall acquire and take title to [the Property] within thirty days, or as soon as practicable thereafter, following DEP’s approval of a Consent Order Plan acceptable to [Northrop Grumman] and to [OBG].....” Purchase Agreement, Art. I. OBG and Northrop Grumman knew that a portion of the Consent Order Plan would contain a threshold for total petroleum hydocarbons (“TPH”) — measured in parts per million (“ppm”) — that could be left in the soil following remediation efforts on the site. The parties anticipated that this “threshold treatment standard” in the Consent Order Plan would be 20,000 ppm. However, the Purchase Agreement included an explicit provision stating that if the threshold in the Consent Order Plan that the DEP ultimately approved was lower than 20,000 ppm (thus, more stringent), both OBG’s' and Northrop Grumman’s obligations under the Purchase Agreement, including any cash payments by Northrop Grumman, would be suspended “pending resolution of the amount of additional time or compensation for the performance of the Consent Order Plan as set forth below in this Article and in Article X.” See Purchase Agreement, Art. VI(b). In the event that the TPH threshold was set below 20,000 ppm, the Purchase Agreement included caps on how much more Northrop Grumman would pay OBG to complete remediation on the site. See id.,- Art. VI(c). However, the Purchase Agreement did not mandate any particular level of compensation in the event of a revised TPH threshold. Instead, the Purchase Agreement required the parties mutually to agree on any modifications to the payment terms, and allowed either party unilaterally to terminate the Purchase Agreement if the parties were unable to agree upon new payment terms “within thirty days of the date of the DEP’s approval of the Consent Order Plan.” Purchase Agreement, Art. X(b). The parties also anticipated that after OBG completed the remediation work required under the Consent Order Plan, the DEP would require continued “monitoring and maintenance work” on the Property, which the parties referred to in the Purchase Agreement as “0 & M Work.” Under the Purchase Agreement, OBG was required to perform all 0 & M Work “including, without limitation, investigation, operation of systems, analyses, maintenance, and reporting for as long as DEP requires such 0 & M Work.” Purchase Agreement, Art. III. Finally, the Purchase Agreement included an indemnity provision, which provided, in pertinent part, as follows: Except ... in connection with the performance of any Work required on Best Friends Property under the Consent Order Plan or any required 0 & M Work, [OBG] shall have no responsibility for environmental conditions outside the physical boundaries of the Site ... (such environmental conditions and claims collectively hereunder called “Off-Site Claims”). Purchaser shall have responsibility for Off-Site Claims where and to the extent any such claims are caused by Purchaser’s negligence, errors, omissions (including without limitation, negligence, errors or omissions in implementing Consent Order Plan Work or 0 & M Work), or failure to comply with the Consent Order Plan (which conditions or claims based on Purchaser’s negligence, errors or omissions or failure to comply are collectively referred to as “Excluded Off-Site Claims”). [Northrop Grumman] shall indemnify and save harmless [OBG] from and against any and all loss and expense arising out of [such] Off-Site Claims, except for Excluded Off-Site Claims. Purchase Agreement, Art. V. The DEP, Northrop Grumman, and OBG finalized the Consent Order Plan on or around March 20, 1991. As the parties anticipated, the Consent Order Plan included a TPH threshold of 20,000 ppm. Thereafter, Northrop Grumman transferred title to the Property to OBG on October 15, 1991. Based on the requirements of the Consent Order Plan, OBG anticipated completing the required remediation of the Property within five years and intended then to develop and sell the Property. In order to perform its obligations under the Consent Order Plan, OBG installed a Product Recovery System consisting of multiple pumps and wells installed around the perimeter of the contaminated lagoon on OBG’s Property; OBG also installed two pumps and wells on Best Friends’ property located where OBG had previously removed the underground storage tanks. OBG was responsible for maintaining and monitoring the pumps and wells both on its Property and on Best Friends’ property. The pumps functioned to remove free-floating oil and grease particles (“free product”) into monitoring and recovery wells, from which the free product would be removed and stored for off-site disposal. In or around 1994, OBG completed remediation of the contaminated lagoon through the Product Recovery System, and confirmed completion in a Site Certification Report, which was later approved by the DEP in August 1994. According to OBG, as a result of completion of the lagoon remediation, “OBG satisfied its contractual obligations for remediation of the Property as provided in the Purchase Agreement in accordance with [the] DEP standards then applicable.” Second Am. Compl. [doc. #43] ¶43. However, OBG apparently continued operating its Product Recovery System even after approval of its Site Certification Report; it is not entirely clear from the Second Amended Complaint why OBG chose to do so. In 1995, approximately four years after DEP approval of the Consent Order Plan and after OBG had certified to the DEP that it had satisfied its contractual obligations for remediation under the Purchase Agreement, the DEP adopted new Remediation Standard Regulations (the “1995 Regulations”). The 1995 Regulations apply not only to the Plainville Site but to other remediation sites located around Connecticut. In pertinent part, the 1995 Regulations drastically reduced the acceptable threshold levels of TPH to between 500 to 1,000 ppm, as compared to the Consent Order Plan standard of 20,000 ppm. Significantly, though, conformance with the new TPH threshold was required only if the affected property owner attempted to sell or otherwise transfer its property. However, since OBG anticipated selling its Property for development purposes, OBG perceived the 1995 Regulations as dramatically reducing the value of its Property. In 1997, the DEP adopted a second regulatory change that required OBG to install an Iron Treatment System to reduce discharge of the iron collected from the Product Recovery System (the “1997 Regulations”). It is not clear from the facts alleged in the complaint whether the 1997 Regulations applied only to the Plainville Site or to other properties as well, though it would appear that the 1997 Regulations, like the 1995 Regulations, were of general application. OBG alleges that both it and Northrop Grumman had been aware of iron contamination on the Property prior to the transfer to OBG but that they had taken no action with respect to the iron contamination because neither the Consent Order Plan nor earlier DEP standards had required any iron remediation on the site. OBG asserts that at substantial expense, it constructed and implemented an Iron Treatment System on the site from June 1998 to April 1999. In or around November 2004, OBG shut down its Product Recovery System in consultation with the DEP. Thus, the Product Recovery System no longer actively pumps free product into the monitoring and recovery wells on the Plainville Site; however, the monitoring and recovery wells continued to passively collect free product. According to OBG, since November 2004, all of the monitoring and recovery wells have passively recovered only a de minim-is amount of free product, except for one well located on Best Friends’ property that continues to recover a significant amount of free product. OBG asserts that these data from the monitoring and recovery wells, which OBG claims were not available until the Product Recovery System was shut down in 2004, demonstrates that the free product contamination originated from Best Friends’ property. In its Second Amended Complaint, OBG states that as of June 2006, it had removed 31,377 gallons of free-floating product from the Product Recovery System. OBG also asserts that the “volume of free-floating product recovered as of June 2006 far exceeded the expected recovery amounts at the time the Purchase Agreement was executed.” Second Am. Compl. [doc. # 43] ¶ 39. According to OBG, Northrop Grumman defrauded OBG by not disclosing to OBG the full extent of the contamination on the Plainville Site and the fact that the contamination was migrating, or would migrate, from Best Friends’ parcel onto OBG’s Property. OBG also brings tort claims against Best Friends related to the migration of free product from Best Friends’ property onto OBG’s Property. Finally, OBG asserts contract-based claims against Northrop Grumman, alleging that under the Purchase Agreement Northrop Grumman was obligated to indemnify OBG for costs related to the migration of contaminants onto its Property, and that adoption of the 1995 and 1997 Regulations required Northrop Grumman to renegotiate the terms of the Purchase Agreement. OBG says that it contacted Northrop Grumman in 2000 in an attempt to renegotiate the Purchase Agreement. OBG further alleges that Northrop Grumman repeatedly represented that it would be amenable to renegotiating the Purchase Agreement until sometime in 2005, when Northrop Grumman definitively stated it would not renegotiate the Purchase Agreement nor would it indemnify OBG. This lawsuit followed in November 2006. II. The Supreme Court’s recent decision in Bell Atlantic Corp. v. Twombly, - U.S.-, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), has raised “[considerable uncertainty concerning the standard for assessing the adequacy of pleadings,” Iqbal v. Hasty, 490 F.3d 143, 155 (2d Cir.2007), on a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure. However, the Second Circuit has instructed that the Supreme Court in Twombly did not intend to require a “universal standard of heightened fact pleading,” but instead “requir[es] a flexible ‘plausibility standard,’ which obligates a pleader to amplify a claim with some factual allegations in those contexts where such amplification is needed to render a claim plausible. ” Id. at 157-58. Nevertheless, even after Twombly, the issue on a motion to dismiss “is not whether a plaintiff will ultimately prevail but whether the claimant is entitled to support the claims.” Desiano v. Warner-Lambert Co., 326 F.3d 339, 347 (2d Cir.2003); see Erickson v. Pardus, - U.S. -, 127 S.Ct. 2197, 2200, 167 L.Ed.2d 1081 (2007); Swierkiewicz v. Sorema N.A., 534 U.S. 506, 506, 122 S.Ct. 992,152 L.Ed.2d 1 (2002). Before turning to the merits, the Court notes three preliminary issues. First, the procedural history demonstrates that OBG has had ample opportunity to amend its complaint to address the concerns raised in the motions to dismiss. OBG filed its initial Complaint [doc. # 1] on November 15, 2006, followed by an Amended Complaint [doc. # 20] in January 2007. Northrop Grumman and Best Friends then filed detailed Motions to Dismiss the Amended Complaint [docs. ## 34, 35], which the Court denied without prejudice, see Order [doc. # 39], at OBG’s request in order to allow OBG to address the motions by way of a second amended complaint. OBG filed its Second Amended Complaint [doc. # 43] in March 2007. Northrop Grumman and Best Friends then renewed their motions to dismiss [docs. ## 50, 52], and Northrop Grumman additionally filed an “in the alternative” Motion for Summary Judgment [doc. # 53], At oral argument, OBG’s counsel represented to the Court that he had pled facts in the Second Amended Complaint to the fullest extent possible consistent with his obligations under Rule 11 of the Federal Rules of Civil Procedure. Accordingly, OBG’s counsel did not seek any further opportunities to amend OBG’s complaint in response to the defects Defendants have identified in OBG’s claims or in response to the Court’s decision on the motions to dismiss. Second, in their renewed motions to dismiss, Defendants rely primarily on their assertion that OBG’s claims fall beyond the relevant statutes of limitations. A statute of limitations defense is most often pleaded as an affirmative defense and requires a factual inquiry beyond the face of the complaint. However, a defendant may raise the statute of limitations in a Rule 12(b)(6) motion “[w]here the dates in a complaint show that an action is barred by a statute of limitations.... ” Ghartey v. St. John’s Queens Hosp., 869 F.2d 160, 162 (2d Cir.1989), cited favorably in McKenna v. Wright, 886 F.3d 432, 436 (2d Cir.2004); see McCarty v. Derivium Capital, LLC, No. Civ. 303CV651MRK, 2006 WL 413258, at *2 (D.Conn. Feb.21, 2006). Third, and finally, in addition to its motion to dismiss, Northrop Grumman filed a Motion for Summary Judgment [doc. # 53] “in the alternative” [doc. # 52], and Northrop Grumman submitted a number of DEP and other documents designed to show that OBG’s claims are time-barred. The Court elects not to convert Northrop Grumman’s motion to dismiss into a motion for summary judgment. See Chambers v. Time Warner, Inc., 282 F.3d 147, 154 (2d Cir.2002) (stating that a court has two options: exclude extrinsic documents or convert the motion to one for summary judgment). The Court does so because the Court is able to dismiss OBG’s claims on the basis of Northrop Grumman’s motion to dismiss. Since the Court will not convert the motion to dismiss into a motion for summary judgment, the Court will restrict itself, as previously noted, to the Second Amended Complaint and the documents attached to it or incorporated by reference in it. OBG’s Second Amended Complaint [doc. # 43] asserts eleven counts against Northrop Grumman and Best Friends. Because Defendants raise similar arguments in response to many of the counts, the Court has grouped OBG’s claims into three broad categories: tort claims, contract claims, and statutory claims. The Court will discuss those claims in the following order: those claims asserted against Northrop Grumman only; those claims brought against both Northrop Grumman and Best Friends; and finally, the claims asserted against Best Friends only. III. CLAIMS AGAINST NORTHROP GRUMMAN A. TORT CLAIMS OBG brings several tort claims against Northrop Grumman. These include Fraud (Count I), Breach of Implied Covenant of Good Faith and Fair Dealing (Count III), Negligent Misrepresentation (Count V), Innocent Misrepresentation (Count VI), and Unilateral Mistake (Count VII). OBG alleges that Northrop Grumman knew of the scope of the pollution on Best Friends’ property because Northrop Grumman had previously owned that site, and also knew (OBG does not explain how or why) that the pollution on Best Friend’ site was migrating or would likely migrate onto OBG’s Property. OBG alleges that Northrop Grumman had a duty to disclose this information to OBG and that Northrop Grumman intentionally or negligently failed to do so. Importantly, OBG does not allege that Northrop Grumman made any affirmative misrepresentations regarding the extent of pollution on Best Friends’ property or that Northrop Grumman took any affirmative steps to prevent OBG from discovering its cause of action. Generally, under Connecticut state law, “[n]o action founded upon a tort shall be brought but within three years from the date of the act or omission complained of.” Conn. Gen.Stat. § 52-577. However, for claims alleging negligence, including negligent misrepresentation, the applicable statute of limitations is two years. See Conn. Gen.Stat. § 52-584. According to the Second Amended Complaint, Northrop Grumman’s allegedly tortious conduct occurred in connection with negotiation of the Purchase Agreement, between October 1989 and December 20, 1990. See Second Am. Compl. [doc. # 43] ¶ 67. The Court need not determine precisely when the alleged torts occurred since OBG acknowledges that, unless the statutes of limitations on its tort claims are tolled, its tort claims are barred by Connecticut’s statutes of limitations. OBG asserts that the statutes of limitations for its tort claims should be tolled under the doctrines of fraudulent concealment and continuing course of conduct. Before discussing OBG’s arguments, the Court notes that because OBG’s claims are time-barred on the face of its own complaint, OBG has the burden of pleading facts sufficient to establish that the statutes of limitations should be tolled. See Iqbal, 490 F.3d at 157-58 (explaining that Twombly requires a “pleader to amplify a claim with some factual allegations in those contexts where such amplification is needed to render the claim plausible. ”); In re Publ’n Paper Antitrust Litig., No. 304MD1631SRU, 2005 WL 2175139, at *3 (D.Conn.2005) (placing burden on plaintiff to plead facts sufficient to trigger tolling of statute of limitations); Long v. Abbott Mortgage Corp., 459 F.Supp. 108, 113 (D.Conn.1978) (Newman, J.) (same). Moreover, to the extent OBG seeks to toll the statutes of limitations under the doctrine of fraudulent concealment, OBG must “allege with particularity the circumstances” surrounding the alleged fraudulent concealment in accordance with the heightened pleading requirements for fraud that are specified in Rule 9(b) of the Federal Rule of Civil Procedure 9(b). In re Publ’n Paper, 2005 WL 2175139, at *5; see also Aetna Cas. & Sur. Co. v. Aniero Concrete Co., Inc., 404 F.3d 566, 582 (2d Cir.2005) (A claim of fraudulent concealment, “like that for fraudulent inducement, must pass muster under Rule 9(b).”). 1. Fraudulent Concealment OBG alleges that Northrop Grumman fraudulently concealed the underlying tort violations from OBG and that those violations were not discoverable until November 2004, when OBG shut off the Product Recovery System and for the first time learned that the free-floating product that it was continuing to remove from its pumps and wells was migrating from Best Friends’ property. Section 52-595 of the Connecticut General Statutes provides as follows: If any person, liable to an action by another, fraudulently conceals from him the existence of the cause of such action, such cause of action shall be deemed to accrue against such person so liable therefor at the time when the person entitled to sue thereon first discovers its existence. Conn. Gen.Stat. § 52-595. In construing this statute, the Connecticut Supreme Court has explained that to prove fraudulent concealment, [plaintiffs are] required to show that [defendants]: (1) had actual awareness, rather than imputed knowledge, of the facts necessary to establish the plaintiffs’ cause of action; (2) intentionally concealed these facts from the plaintiffs; and (3) concealed the facts for the purpose of obtaining delay on the plaintiffs’ part in filing a complaint on their cause of action. Falls Church Group, Ltd. v. Tyler, Cooper & Alcorn, LLP, 281 Conn. 84, 105, 912 A.2d 1019 (2007). As noted above, OBG does not allege that Northrop Grumman took any affirmative steps to intentionally conceal facts necessary to establish OBG’s causes of action against Northrop Grumman. However, in Falls Church Group, the Connecticut Supreme Court observed that “[t]his court ‘has not yet decided whether affirmative acts of concealment are always necessary to satisfy the requirements of § 52-595.’” 281 Conn. at 107, 912 A.2d 1019 (quoting Connell v. Colwell, 214 Conn. 242, 250 n. 6, 571 A.2d 116 (1990)). For example, the court noted, “although fraudulent concealment generally requires an affirmative act of concealment, nondisclosure is sufficient ivhen the defendant has a fiduciary duty to disclose material facts. ” Id. at 107, 912 A.2d 1019 (emphasis added) (quotation mark omitted). The fiduciary duty exception noted in Falls Church Group does not apply in this case, since OBG readily admits that “[Northrop Grumman] did not owe a fiduciary duty to OBG....” Pl.’s Mem. in Opp’n to Northrop Grumman’s Mot. to Dismiss [doc. # 59] at 23-24. Nevertheless, OBG seeks instead to invoke what it asserts is another exception to the general requirement that a party relying on the doctrine of fraudulent concealment plead and prove an affirmative act of concealment. Citing federal eases, OBG contends that a plaintiff may prove fraudulent concealment without showing affirmative acts of concealment when the defendant’s tortious conduct is “self-concealing.” See, e.g., New York v. Hendrickson Bros., Inc., 840 F.2d 1065, 1083-84 (2d Cir.1988); In re Publ’n Paper, 2005 WL 2175139, at *3. Before discussing the concept of a self-concealing violation and the role it plays in the doctrine of fraudulent concealment, the Court must pause to note that no Connecticut appellate decision has ever expressly embraced the concept of a self-concealing violation. However, in Fichera v. Mine Hill Corp., 207 Conn. 204, 541 A.2d 472 (1988), the Connecticut Supreme Court referred to the concept of a self-concealing violation, see id. at 215 n. 5, 541 A.2d 472, and cited to the United States Supreme Court’s decision in Bailey v. Glover, 88 U.S. (21 Wall.) 342, 22 L.Ed. 636 (1874) in the course of discussing how affirmative acts of concealment may not always be required to prove fraudulent concealment. See Fichera, 207 Conn. at 215, 541 A.2d 472. Bailey is the foundational decision for federal common law regarding fraudulent concealment and is generally considered the originator of the concept of a self-concealing violation. Therefore, for purposes of this decision, the Court will assume (though without deciding) that in applying the fraudulent concealment doctrine, Connecticut courts would not require proof of an affirmative act of concealment where the fraudulent violation itself was self-concealing as that phrase is generally understood under federal common law. In Bailey, the Supreme Court explained that “when the fraud has been concealed, or is of such character as to conceal itself, the statute [of limitations] does not begin to run until the fraud is discovered by, or becomes known to, the party suing....” Bailey, 88 U.S. at 349-50 (emphasis added). Describing the nature of a self-concealing fraud in greater detail, the Supreme Court explained that where the party injured by the fraud remains in ignorance of it without any fault or want of diligence or care on his part, the bar of the statute does not begin to run until the fraud is discovered, though there be no special circumstances or efforts on the part of the party committing the fraud to conceal it from the knowledge of the other party. Id. at 348 (emphasis added); see Holmberg v. Armbrecht, 327 U.S. 392, 397, 66 S.Ct. 582, 90 L.Ed. 743 (1946); Abbott Mortgage, 459 F.Supp. at 113 (“The statute only begins to run ‘when the plaintiff either acquires actual knowledge of the facts that comprise his cause of action or should have acquired such knowledge through the exercise of reasonable diligence after being apprised of sufficient facts to put him on notice.’ ”) (quoting City of Detroit v. Grinnell Corp., 495 F.2d 448, 461 (2d Cir.1974)). Judge Jon O. Newman has explained that the phrase “self-concealing” encompasses “an enterprise where the particular fraud is, by its nature, unknowable. A fraud conceals itself when a plaintiff, even by the exercise of due diligence, could not uncover it.... In other words, the very essence of the fraud practice itself prevents discovery.” Abbott Mortgage, 459 F.Supp. at 120. The role of self-concealing violations in the doctrine of fraudulent concealment has received considerable criticism in commentary and judicial decisions because of the loose language that some courts use when applying the concept and also because the phrase “self-concealing” is often invoked as a substitute for meaningful analysis. As Judge Posner has properly queried, “ ‘Self-concealing’ sounds good, but what does it mean?” Martin v. Consultants & Adm’rs, Inc., 966 F.2d 1078, 1103 (7th Cir.1992) (Posner, J., concurring). Moreover, as Professor Richard Marcus has pointed out, the definition of a self-concealing act “suffers from an inherent, and probably unavoidable, tautology.” Richard L. Marcus, Fraudulent Concealment in Federal Court: Toward a More Disparate Standard?, 71 Geo. L.J. 829, 870 (1983). A wrong is “inherently concealed” whenever it is “unknowable” despite the absence of affirmative concealment. Obviously it was not “unknowable” forever, since the plaintiff must have discovered it at some time in order to sue and bring the statute of limitations problem to the attention of a court in the first place. The real question, therefore, is whether it was “unknowable” until the discovery of the claim. What could be better proof that it was unknowable than the fact that the plaintiff did not discover it despite due diligence? The “inherently unknowable” wrong consequently becomes the obverse of due diligence — a wrong that a plaintiff even by the exercise of due diligence, could not uncover. When all else fails, this fallback notion apparently will obviate proof of concealment for the diligent plaintiff. Id. Fortunately, the Court need not in this case plumb the depths of the concept of a self-concealing violation or attempt to bring order from the case law. Instead, it will suffice for present purposes to note that there are two basic requirements to toll the statute of limitations on the basis of a self-concealing violation. First, the violation must be of such a nature as to be “self-concealing.” Not every fraud is self-concealing; otherwise, the exception would swallow the rule. Therefore, at the outset a court must determine whether the particular fraud alleged is, by its nature, inherently unknowable. Second, even if the fraud is self-concealing, the plaintiff still must have exercised reasonable diligence to discover the cause of action under the circumstances. Thus, Bailey held that tolling is available “when there has been no negligence or laches on the part of a plaintiff in coming into the knowledge of the fraud.” Bailey, 88 U.S. at 349-50; see Hendrickson Bros., Inc., 840 F.2d at 1083-84; In re Publ’n Paper, 2005 WL 2175139, at *3-*5; Abbott Mortgage, 459 F.Supp. at 120 (“The requirement that the fraud ‘conceal itself must mean more than that the plaintiff is ignorant of the deception.”). As Professor Marcus has explained, the due diligence requirement “flows naturally from the underlying purpose of the fraudulent concealment doctrine, which is to avoid unfair application of the statute of limitations. A plaintiff who has not acted reasonably to protect his own interests may not cry foul when his belated claim is barred.” Marcus, supra, at 874-75. OBG’s Second Amended Complaint satisfies neither requirement. As to the first requisite, OBG simply recites in its complaint in a conclusory manner the legal conclusion that Northrop Grumman’s “intentional failure to disclose the true nature and condition of Best Friends Property was a self-concealing violation because without the concealment of the true nature and condition of the Best Friends Property, the violation against OBG could not have taken place.” Second Am. Compl. [doc. # 43] ¶¶ 72,104, 112. However, OBG fails to allege any facts with sufficient particularity, in accordance with Rule 9(b), to show why Northrop Grumman’s fraud was self-concealing in nature. Twombly, - U.S. at-, 127 S.Ct. at 1959. Or as the Second Circuit put it in Iqbal, even the “flexible ‘plausibility standard’ [of Rule 8], obliges a pleader to amplify a claim with some factual allegations in those contexts where such amplification is needed to render a claim plausible” Iqbal, 490 F.3d at 157-58. OBG does no such thing. And in this case, of course, OBG must satisfy the heightened standards of Rule 9(b), a standard that OBG simply does not meet. As the Supreme Court has cautioned, “While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiffs obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of a cause of action’s elements will not do. Factual allegations must be enough to raise a right to relief above the speculative level on the assumption that all of the complaint’s allegations are true.” Based on the allegations of OBG’s own complaint, information regarding contamination of the soil on the Plainville Site and the scope of the contamination was readily discoverable by OBG, if not already known to OBG, since it had been retained by Northrop Grumman as its environmental consultant to conduct an investigation of contamination on the site for purposes of preparing a remediation plan for the site. Indeed, before acquiring the Property, OBG had determined “the extent and degree of soil and ground water pollution resulting from the waste waters discharged on-site, the leaking fuel oil storage tanks and the disposal of ... solid waste on the [Plainville Site].” Consent Order Plan, ¶ 7. Therefore, OBG’s bald and con-clusory invocation of the words “self-concealing” does not suffice to make its claim of fraudulent concealment plausible. See In re Publ’n Paper, 2005 WL 2175139, at *3-*5 (discussing how conclusory allegations of self-concealment are insufficient). The Court does not mean to suggest that fraud claims involving environmental contamination can never be self-concealing. Presumably, they can. But here, OBG was neither a naive consumer nor unfamiliar with environmental pollution generally, or contamination at the Plainville Site in particular. OBG had access to the site before acquiring the Property as Northrop Grumman’s environmental consultant, and OBG performed testing, monitoring, and reporting regarding contamination on the Plainville Site, including Best Friends’ property, in the many years that followed its acquisition of the Property and preceded the filing of this action. In those circumstances, OBG was obliged to allege facts sufficient to show that the particular fraud alleged was unknowable to OBG, a burden that it has not shouldered. And, the Court might add, a burden that OBG apparently cannot satisfy, in view of its counsel’s representations that he had included in the Second Amended Complaint all of the facts that support OBG’s claims that he could allege consistent with his obligations under Rule 11. See id. (“[plaintiffs] have alleged nothing more than the conclusion that the conspiracy here was ‘inherently self-concealing.’ ... [T]here is nothing in the complaint that indicates why the plaintiffs ... would have been misled.”); Abbott Mortgage, 459 F.Supp. at 120 (“[M]any items were known to the plaintiff that should have alerted him to the practices he now complains of.... [T]he record does not support a finding that they were incapable of being known, and that the fraud therefore ‘concealed itself.’ ”). Moreover, even if OBG’s con-clusory assertion that Northrop Grumman’s alleged fraud was self-concealing were sufficient, OBG fails to allege any facts demonstrating that it exercised reasonable diligence to discover Northrop Grumman’s fraud. While there is some confusion in the case law regarding who has the burden of showing reasonable diligence, the Court agrees with its colleague Judge Stefan R. Underhill that the “plaintiff must also establish that the failure to discover the concealment earlier was not the result of any lack of diligence.” In re Publ’n Paper, 2005 WL 2175139, at *5; cf. Martinelli v. Bridgeport Roman Catholic Diocesan Corp., 196 F.3d 409, 428 (2d Cir. 1999) (“[I]n cases not involving a fiduciary relationship, § 52-595 places the burden of proving both the plaintiffs ignorance and the defendant’s fraudulent concealment on a plaintiff who seeks to assert and benefit from a finding of the defendant’s fraudulent concealment.”). “Typically, a plaintiff will prove reasonable diligence either by showing that: (a) the circumstances were such that a reasonable person would not have thought to investigate, or (b) the plaintiffs attempted investigation was thwarted.” In re Publ’n Paper, 2005 WL 2175139, at *5. OBG has pleaded neither. OBG asserts in wholly conclusory manner that it did not have access to Best Friends’ property and was therefore thwarted from exercising reasonable diligence. See Second Am. Compl. [doc. # 43] ¶ 73. But OBG fails to allege that it ever even asked for such access. Moreover, according to the allegations of the Second Amended Complaint, OBG performed a variety of work on Best Friends’ property in the years before and after OBG’s acquisition of the Property. Indeed, OBG’s case is premised on data that OBG collected from a well located on Best Friends’ property that OBG regularly monitored. See id. ¶ 47. OBG also claims its efforts to conduct reasonable diligence were thwarted based on restrictions on its access to Best Friends’ property established by Northrop Grumman when OBG served as Northrop Grumman’s contractor. See Pl.’s Mem. in Opp’n to Northrop Grumman’s Mot. to Dismiss [doc. # 59] at 8. The Court is unclear, to say the least, how any restrictions placed on OBG as a contractor would somehow satisfy OBG’s due diligence requirements once it decided to acquire the Property. Unlike in many contracts that are similar in nature to the Purchase Agreement, there is no indication that OBG even asked for any representations or warranties from Northrop Grumman regarding the environmental conditions on the Property or the extent of pollution on Best Friends’ property. And, of course, we know that Northrop Grumman made no such representations or warranties. Therefore, OBG has failed to plead facts with sufficient particularity or even reasonable plausibility to demonstrate that it exercised reasonable diligence to discover the alleged fraud. See Abbott Mortgage, 459 F.Supp. at 113-115. Formulaic recitation of conclusory claims of diligence will not suffice. See Twombly, - U.S. at , 127 S.Ct. at 1965; Iqbal, 490 F.3d at 157-58. For these reasons, the Court concludes that the allegations of OBG’s Second Amended Complaint are insufficient to allow OBG to invoke the doctrine of fraudulent concealment to toll the statute of limitations that otherwise precludes its tort claims against Northrop Grumman. 2. Continuing Course of Conduct OBG alternatively asserts that the limitation periods for its tort claims should be tolled because Northrop Grumman engaged in a “continuing course of conduct” by failing to disclose the alleged torts to OBG despite the ongoing contractual relationship between the parties. Under Connecticut law, to toll a statute of limitations based on the continuing course of conduct doctrine there must be evidence of the breach of a duty that remained in existence after commission of the original wrong related thereto. That duty must not have terminated prior to commencement of the period allowed for bringing an action for such a wrong.... Where we have upheld a finding that a duty continued to exist after the cessation of the act or omission relied upon, there has been evidence of either a special relationship between the parties giving rise to such a continuing duty or some later wrongful conduct of a defendant related to the prior act. Neuhaus v. DeCholnoky, 280 Conn. 190, 201, 905 A.2d 1135 (2006) (emphasis added). Here, OBG does not allege any “later wrongful conduct” by Northrop Grumman. Instead, OBG contends that it had a “special relationship” with Northrop Grumman based on their contractual relationship. More specifically, OBG argues that [b]ecause the transaction between OBG and [Northrop Grumman] lasted over an extended duration after the initial transfer of the Property in that [Northrop Grumman] paid OBG regular payments for its work during the O & M phase, [Northrop Grumman]’s duty to disclose its knowledge of the condition of the Best Friends Property continued over the period that OBG ran the Product Recovery System. See Pl.’s Opp’n to Northrop Grumman’s Mot. to Dismiss [doc. # 59] at 20. As with its fraudulent concealment claim, however, OBG cites no Connecticut cases holding that a mere contractual relationship between two sophisticated commercial entities constitutes a “special relationship” that would allow a plaintiff to toll a statute of limitations under the continuing course of conduct doctrine. In fact, the law of Connecticut is precisely to the contrary. Thus, in Fichero, the Connecticut Supreme Court considered similar factual circumstances involving alleged misrepresentation claims related to a purchase of land. There, the court concluded that the continuing course of conduct doctrine did not apply because the agreement to purchase land did not constitute a special relationship, and the defendant took no wrongful affirmative actions after the alleged initial misrepresentation. See Fichera, 207 Conn, at 209-13, 541 A.2d 472; see also Thompson v. Prudential Ins. Co. of Am., No. CV990065632S, 2003 WL 21151630, at *1 n. 3 (Conn.Super.Ct. May 6, 2003) (“[T]he plaintiff has failed to satisfy [the special relationship] requirement of the doctrine because a ‘contractual relationship’ does not give rise to an ongoing legal duty and our Supreme Court has so held.”) (citing Fichero, 207 Conn, at 210, 541 A.2d 472); Partitions, Inc. v. Blumberg Assocs., Inc., No. CV980576664S, 2001 WL 1332174, at *5 (Conn.Super.Ct. Oct.9, 2001) (“[T]he contractual relationship was not a ‘special relationship’ for the purpose of the continuing course of conduct doctrine: generally these relationships have been attorney-client, physician-patient, or some related sort of fiduciary-type relationship in which one party reasonably reposes trust in the other to exercise continuing care on his behalf.”). Were the Court to accept OBG’s contention that a duty to disclose existed in all arm’s-length contracts between commercial parties where one party is alleged to have “superior knowledge,” the statute of limitations would be perpetually tolled for nearly all commercial or contract-related claims. This would make no sense and would undermine the salutary purposes served by statutes of limitations. See generally Am. Pipe & Constr. Co. v. Utah, 414 U.S. 538, 554-55, 94 S.Ct. 756, 38 L.Ed.2d 713 (1974) (discussing the function of statute of limitations). Because on the basis of the allegations of the Second Amended Complaint, there was no “special relationship” between OBG and Northrop Grumman, the Court concludes that OBG cannot take advantage of the continuing course of conduct doctrine to save its otherwise time-barred tort claims. In sum, OBG’s tort claims are barred by the relevant statutes of limitations and therefore the Court will grant Northrop Grumman’s motion to dismiss as to Counts I, III, V, VI, and VII of OBG’s Second Amended Complaint. B. CONTRACT CLAIMS OBG asserts three contract-related claims against Northrop Grumman. Count II alleges that Northrop Grumman breached its Purchase Agreement with OBG in two ways: first, by failing to renegotiate the terms of the Purchase Agreement following the DEP’s adoption of the 1995 and 1997 Regulations and because of the “excess” contamination of the Property; and second, by failing to indemnify OBG for the costs it has incurred as a result of the migration of free-floating product from Best Friends’ parcel onto OBG’s Property. In addition, Court IV alleges an unjust enrichment claim, which OBG pleads as an alternative to its breach of contract claim. The Court begins by identifying which law governs OBG’s contract claims. “In diversity cases, federal courts look to the laws of the forum state in deciding issues regarding conflicts of law.” Wall v. CSX Transp., Inc., 471 F.3d 410, 415 (2d Cir.2006). Here, Article XII of the Purchase Agreement states that the “Agreement shall be construed and enforced under the laws of the State of New York.” The Connecticut Supreme Court has explained that parties to a contract generally are allowed to select the law that will govern their contract, unless either: “(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188 [of the Restatement (Second) of Conflict of Laws], would be the state of the applicable law in the absence of an effective choice of law by the parties.” Elgar v. Elgar, 238 Conn. 839, 850-51, 679 A.2d 937 (1996) (citing Restatement (Second) of Conflict of Laws § 187 (1971)). OBG is a corporation organized under the laws of New York and, thus, New York has a substantial relationship to the parties. In addition, neither party has asserted, nor has the Court found, that applying New York law to the substantive provisions of the Purchase Agreement would be contrary in any way to any fundamental policy of the State of Connecticut. Therefore, the Court will apply New York law in considering the substantive provisions of the Purchase Agreement. 1. Unjust Enrichment Before turning to the contract claims, however, the Court will briefly address OBG’s unjust enrichment claim. In Count IV, OBG alleges that Northrop Grumman was unjustly enriched because it failed to compensate OBG for the additional remediation costs associated with the 1995 and 1997 Regulations. Second Am. Compl. [doc. # 43] ¶¶ 92-96. The Second Circuit has instructed that “[i]t is impermissible ... to seek damages in an [unjust enrichment] action ... where the suing party has fully performed on a valid written agreement, the existence of which is undisputed, and the scope of which clearly covers the dispute between the parties.” Beth Israel Med. Ctr. v. Horizon Blue Cross & Blue Shield of N.J., Inc., 448 F.3d 573, 587 (2d Cir.2006) (citing Clark-Fitzpatrick, Inc. v. Long Island R.R. Co., 70 N.Y.2d 382, 388, 521 N.Y.S.2d 653, 516 N.E.2d 190 (1987)); see also Mid-Hudson Catskill Rural Migrant Ministry, Inc. v. Fine Host Corp., 418 F.3d 168, 175-76 (2d Cir.2005) (“[A] plaintiffs entitlement to recover in quantum meruit outside of a valid contract may depend on a showing that the ‘additional services’ are so distinct from the [contractual] duties ... that it would be unreasonable for the [defendant] to assume that they were rendered without expectation of further pay.”) (alteration in original and quotation marks omitted). Here, OBG claims that Northrop Grumman was obligated, under the terms of their Purchase Agreement, to compensate OBG for the additional remediation required (according to OBG) by the Regulations. As stated by OBG in its complaint, OBG performed its contractual obligations under the Purchase Agreement, and also secured the DEP’s approval of a Site Certification Report. Northrop Grumman[] has been unjustly enriched by failing to reimburse OBG for additional remediation measures imposed by the DEP relating to the Property and which Northrop Grumman! ] is obligated to compensate [OBG] for. Second Am. Compl. [doc. # 43] ¶¶ 93, 94. Notably, OBG does not contest the validity of the Purchase Agreement, but rather attempts to enforce the terms of the Purchase Agreement in the manner in which OBG interprets them. In other words, OBG’s unjust enrichment action attempts to recover damages for expenses that OBG asserts are covered under the Purchase Agreement. As the Second Circuit’s decision in Beth Israel Medical Center makes clear, in those circumstances an unjust enrichment claim is impermissible. OBG responds, however, that it is entitled to allege an unjust enrichment claim “in the alternative” in the event it does not succeed on its breach of contract claims. In effect, OBG contends that it may assert an unjust enrichment claim in the event it does not receive relief under its breach of contract claim. See Pl.’s Mem. in Opp’n to Northrop Grumman’s Mot. to Dismiss [doc. # 59] at 29. This is not the law of New York (or Connecticut, for that matter). See Meaney v. Conn. Hosp. Ass’n, 250 Conn. 500, 517-18, 735 A.2d 813 (1999) (“As Professor E. Allan Farnsworth has observed: ‘It is often said that an express contract between the parties precludes recognition of an implied-in-law contract governing the same subject matter.’ ”) (quoting 1 E. Farnsworth, Contracts § 2.20, at 176 (2d ed.1998)). If OBG were challenging the validity of the Purchase Agreement or asserting that the subject matter of its unjust enrichment claim fell outside the scope of the Purchase Agreement, OBG might be able to pursue a quasi-contractual claim. See, e.g., Mathias v. Jacobs, 238 F.Supp.2d 556, 572 (S.D.N.Y.2002). But that is not what OBG has alleged. OBG does not dispute the validity of the Purchase Agreement and it is apparent that the Purchase Agreement covers all of the subjects of OBG’s unjust enrichment claim&emdash;renegotiation, payments for contamination of the Plainville Site, and indemnification. Therefore, if OBG fails to prove that Northrop Grumman breached the Purchase Agreement in the manner in which it dealt with those subjects, OBG cannot invoke a cause of action for unjust enrichment to recover amounts to which it is not entitled under the express terms of the parties’ valid contract. See, e.g., Gianascio v. Giordano, No. 99 CV 1796 GBD, 2003 WL 22999454, at *3-*5 (S.D.N.Y. Dec.19, 2003). Accordingly, the Court will grant Northrop Grumman’s motion to dismiss Count IV of OBG’s Second Amended Complaint. 2. Failure to Renegotiate In Count II, OBG alleges that the DEP’s implementation of the 1995 and 1997 Regulations, as well as the migration of free-floating product from Best Friends’ property to the Property, triggered Northrop Grumman’s obligation under the Purchase Agreement to renegotiate its terms. In support of its claim that Northrop Grumman was obligated to renegotiate the Purchase Agreement, OBG does not rely on the express provisions of the Purchase Agreement, but rather relies solely on Recital E of the Purchase Agreement’s preamble, which states: [OBG]’s proposal is based in part upon DEP’s determination letter dated December 19, 1989 characterizing the im-poundment sludge and soils on the [Property] and on Best Friends Property for purposes of performing the Consent Order Plan Work and this Agreement shall be subject to renegotiation ... if the total petroleum hydocarbon (“TPH”) threshold treatment level required on the affected properties is more stringent than 20,000 ppm. OBG’s claim that Northrop Grumman breached the Purchase Agreement by failing to renegotiate its terms fails for several reasons. For one, despite OBG’s reliance on the Purchase Agreement’s recital language, the plain language of the Purchase Agreement does not comport with OBG’s argument that Northrop Grumman was obligated to renegotiate the Purchase Agreement following the DEP’s adoption of the 1995 and 1997 Regulations or as a result of the migration of product from Best Friends’ parcel. Under New York law, which governs this contract, “the meaning of a contract that is unambiguous is a question of law for the court to decide.” Revson v. Cinque & Cinque, P.C., 221 F.3d 59, 66 (2d Cir.2000); see also Kohl’s Dept. Stores, Inc. v. Rongrant Assocs., LLC, No. 04-CV-4907 (NGGXMDG), 2005 WL 1263613, at *1 (E.D.N.Y. May 27, 2005) (“Accordingly, issues of contract interpretation are generally matters of law and therefore suitable for disposition on a motion to dismiss.”). “A contract is unambiguous if it ‘has a definite and precise meaning, unattended by danger of misconception in the purport of the [contract] itself, and concerning which there is no reasonable basis for a difference of opinion.’ ” Payday Advance Plus, Inc. v. Findwhat.com, Inc., 478 F.Supp.2d 496, 502 (S.D.N.Y.2007) (alteration in original and quotation marks omitted) (quoting Sayers v. Rochester Tel. Corp. Supplemental Mgmt. Pension Plan, 7 F.3d 1091, 1095 (2d Cir.1993)); see also Bethlehem Steel Co. v. Turner Const. Co., 2 N.Y.2d 456, 161 N.Y.S.2d 90, 93, 141 N.E.2d 590, 593 (1957) (stating that an interpretation of a contract should not “strain[ ] the contract language beyond its reasonable and ordinary meaning”). Here, the language of the Purchase Agreement is unambiguously clear that renegotiation was not required in the circumstances alleged in the Second Amended Complaint. While the Purchase Agreement’s preamble generally refers to the possibility of renegotiation, the Purchase Agreement’s substantive provisions include explicit language defining the precise scope of the parties’ obligations regarding renegotiation. Specifically, Article VI(b) provides that: If the TPH threshold treatment level [in the Consent Order Plan] is more stringent than 20,000 ppm, [Northrop Grum-manj’s obligation to pay the $250,000 down payment and [OBG]’s obligation to commence work shall be suspended pending resolution of the amount of additional time or compensation for the performance of the Consent Order Plan as set forth below in this Article and Article X. Article VI(c) states: “[Northrop Grumman] shall pay to [OBG] an additional amount to be agreed upon, not to exceed the sum of Sixty Five Dollars ($65.00) per ton ... for each additional ton of soil required to be treated due to the adoption of TPH threshold treatment standards more than the 20,000 ppm threshold.... Such additional amount shall be paid in monthly installments pursuant to a mutually agreed upon schedule.” (Emphasis added). Significantly, Article X(b) provides as follows: [If][t]he Consent Order Plan approved by DEP specifies a TPH threshold treatment level more stringent than 20,-000 ppm and the parties are unable to agree on the additional time required for performance and the additional compensation to be paid for performance of the Consent Order Plan within thirty days of the date of DEP’s approval of the Consent Order Plan ... then either party may terminate this Agreement by providing written notice of termination to the other party. Upon such termination, all obligations of the parties under this Agreement shall terminate. In considering the language of the covenants of the Purchase Agreement relative to the language of the recitals, “[w]e begin with the basic contract law principles that contracts are to be interpreted as a whole.” United States v. Hamdi, 432 F.3d 115, 123 (2d Cir.2005) (citing Restatement (Second) of Contracts § 202(2) (1981) and 11 Richard A. Lord, Williston on Contracts § 32:5 (4th ed.1999)). However, the Second Circuit has instructed that “[although a statement in a ‘whereas’ clause may be useful in interpreting an ambiguous operative clause in a contract, it cannot create any right beyond those arising from the ope