Full opinion text
MEMORANDUM & ORDER NICHOLAS G. GARAUFIS, District Judge. St. John’s University (“Plaintiff’ or “St. John’s” or “the University”) brings this action alleging that Sanford Bolton (“Bolton”) and Spiridon Spireas (“Spireas”) deliberately concealed, for nearly thirteen years, the fact that research they had conducted at the University had yielded patentable inventions to which the University was legally entitled. Bolton, Spireas, and Hygrosol Pharmaceutical Corp. (“Hygrosol”) (collectively, “Defendants”) move to dismiss the claims raised in the Complaint under Federal Rules of Civil Procedure 12(b)(6) and 9(b) for failure to state a claim for which relief may be granted and failure to plead fraud with particularity. For the reasons set forth below, Defendants’ motions are denied. I. FACTUAL ALLEGATIONS A. The Parties Bolton was a professor at St. John’s from 1980 through his retirement in June 1994. (Compl. (Docket Entry # 13) ¶¶ 28, 43.) From 1985 through 1991, Bolton was the chairman of the Department of Pharmacology and Administrative Sciences in the St. John’s College of Pharmacy and Allied Health Professions. (Id. ¶¶ 43-44.) As part of his responsibilities as an employee and faculty member at St. John’s, Bolton conducted research of his own and directed the research of graduate students. (Id. ¶¶ 23-26, 46-47.) One such graduate student was Spireas, who completed a master’s degree at St. John’s College of Pharmacy and Allied Health Professions in September 1988, and a doctoral degree at St. John’s in February 1993. (Id. ¶¶ 20, 22.) In his capacity as a faculty member, Dr. Bolton advised and directed Spireas in his doctoral dissertation research. (Id. ¶¶ 22-27.) B. Research into Liquisolid Systems and the Patents at Issue Spireas’s doctoral dissertation research at St. John’s involved “liquisolid compacts,” also known as “liquisolid systems,” which are terms used to describe the powdered forms of liquid medications. (McElroy Decl. (Docket Entry # 37-1) Ex. H at i-ii.) Liquid lipophilic and water-insoluble solid drugs can be converted to powdered form “by a simple admixture with selected powder excipients referred to as the carrier (e.g., cellulose) and coating (e.g., silica) materials.” (Id. at ii.) This admixture, the “liquisolid system,” enhances the drug’s “release profile” because “the wetting properties and/or surface of the drug available for dissolution are increased.” (Id.) But practical application of this principle had been hampered by “erratic flow and compression properties of the final admixtures.” (Id.) Spireas theorized that “carrier and coating materials can retain only certain amounts of liquid while at the same time maintaining acceptable flow and compression properties.” (Id.) Spireas confirmed this hypothesis through testing, and created a mathematical model to describe the amount of liquid that a particular liquisolid system could retain while maintaining acceptable flow and compression properties. (Id.) In demonstrating the validity of his model, Spireas produced liquisolid tablets of commercially available drugs, which in some cases exhibited “significantly higher drug release rates than those of their commercial counterparts.” (Id. at ii-iii.) Beginning in approximately January 1991 Spireas conducted at least some of this research off-campus at facilities owned by a third party, Ciba-Geigy Corporation (“Ciba-Geigy”). (Compl. ¶¶ 78-86.) While St. John’s policies generally prohibited graduate students from conducting research off-campus, (McElroy Deck Ex. F), Bolton helped Spireas obtain special permission from St. John’s allowing him to use Ciba-Geigy’s facilities for his dissertation research (Compl. ¶¶ 78-89). In a February 1991 letter to St. John’s confirming that Ciba-Geigy had given Spireas permission to use its facilities, Ciba-Geigy stated that Spireas had confirmed that “the project will be directed by Dr. Sanford Bolton.” (McElroy Deck Ex. E.) Bolton likewise represented to St. John’s in a March 1991 memorandum that he would be directing Spireas’s research at Ciba-Geigy. (Compl. ¶ 82.) In the acknowledgments section of his dissertation, Spireas thanked his “major advisor, Dr. Sanford Bolton for his invaluable guidance, unlimited encouragement and support during the course of this project,” and Ciba-Geigy, “for offering [him] the unique opportunity to conduct most of this research in their laboratories” and allowing him to use its “ ‘state of the art’ equipment.” (McElroy Deck Ex. H at v.) Spireas submitted his doctoral dissertation in December 1992 (id. at i), and it was approved by Bolton in January 1993 (id.). Spireas received his doctorate from St. John’s in February 1993 (Compl. ¶ 27). In June 1993, Bolton submitted his notice of retirement to St. John’s, and his teaching duties at the University ended in June 1994. (Id. ¶ 24.) Bolton and Spireas filed their first patent application in June 1996 as joint inventors, and their research at the University allegedly resulted in inventions which are the subjects of at least four patents. (Id. ¶¶ 29-38; McElroy Decl. Exs. A-D.) Each of the four patent applications was entitled “Liquisolid systems and methods of preparing same,” and Bolton and Spireas were both listed as inventors for all but one of the resulting patents (collectively, the “Liquisolid Patents”). (Compl. ¶¶ 29-32.) C. Hygrosol and Defendants’ Efforts to License the Liquisolid Patents Bolton and Spireas formed Hygrosol in January 1997 and have been its only shareholders from its inception. (Id. ¶¶ 156, 161-62, 313.) Bolton and Spireas assigned all four Liquisolid Patents to Hygrosol, allegedly without fair consideration. (Id. ¶¶ 156-57, 162, 313, 316.) Hygrosol then entered into agreements to license one or more of the Liquisolid Patents to a third party not named as a party in this action. (Id. ¶ 158.) Hygrosol has received at least $100 million in revenue from the licensing agreements, which has been transferred to Bolton and Spireas, and most of which Defendants received after January 2006. (Id. ¶¶ 159-60,162.) D. The Agreements St. John’s was a party to four agreements with Bolton and Spireas (collectively, the “Agreements”) which determined the rights and interests of the parties in intellectual property created using St. John’s facilities and other resources. These Agreements were: (1) the Patent Policy; (2) the Bolton Research Agreement; (3) the Spireas Fellowship Agreements; and (4) the Ciba-Geigy Agreement. 1. The Patent Policy The St. John’s College of Pharmacy and Allied Health Professions had a Patent Policy (the “Patent Policy”) that governed “the ownership of inventions resulting from research conducted by St. John’s faculty and students.” (Id. ¶ 13.) The Patent Policy “was applicable to all faculty members, researcb/teaching fellows, graduate students, and doctoral students, at the St. John’s College of Pharmacy and Allied Health Professions” from before 1984 to 1994. (Id. ¶ 15.) The Patent Policy applied to both Bolton and Spireas, both had notice of the Patent Policy, Spireas agreed to the Patent Policy as a condition of his enrollment as a graduate student, and both Bolton and Spireas agreed to it as a condition of their employment by St. John’s. (Id. ¶¶ 16-19, 45, 71-74.) Under the Patent Policy, Bolton and Spireas were contractually obligated to assign to St. John’s all patentable inventions, discoveries, processes, uses, products, or combinations resulting, in whole or in part, from any of (a) the use of the laboratories or other facilities of [St. John’s], (b) services rendered by faculty to [St. John’s], (c) research conducted by graduate students or doctoral candidates under the direction of [St. John’s] faculty, or (d) any related or predicate research .... (Id. ¶¶ 14, 46, 51, 75.) 2.The Bolton Research Agreement In addition to the Patent Policy, Bolton signed an agreement with St. John’s in June 1984 that governed the financial relationship between St. John’s and Bolton regarding his research activities at St. John’s (the “Bolton Research Agreement”). (Id. ¶ 47; Lundin Decl. (Docket Entry ## 36-1 and 36-2) Ex. 3.) The Agreement restated Bolton’s obligation under the Patent Policy to assign to St. John’s all patentable inventions “resulting from research and research related services performed by Bolton at [St. John’s].” (Compl. ¶¶ 47-48; Lundin Decl. Ex. 3.) However, the Agreement contained an additional clause in which the parties agreed that Bolton and St. John’s would split the revenues “derived from the sale or licensing of such inventions, patent applications and patents ... with (a) 30% for St. John’s University and (b) 70% for Dr. Bolton and any student or other person whom Dr. Bolton determines has an interest herein.” (Lundin Decl. Ex. 3.) The Bolton Research Agreement further obligated Bolton to “endeavor with reasonable diligence to secure the necessary patents and use his efforts to introduce such inventions, patent applications, and patents into public use and secure a reasonable revenue therefrom by issuing licenses thereunder or otherwise.” (Lundin Decl. Ex. 3.) 3.The Spireas Fellowship Agreements Spireas also executed an agreement with St. John’s in April 1988, under which Spireas was granted a paid doctoral fellowship with St. John’s in exchange for agreeing to assign to St. John’s all patentable inventions resulting from his research. (Compl. ¶¶ 76-77.) Spireas signed a second such agreement in April 1989, which continued his doctoral fellowship (collectively the “Spireas Fellowship Agreements”). (Id.) 4.The Cibcir-Geigy Agreement In 1991, Bolton and Spireas facilitated an agreement between Ciba-Geigy and St. John’s (the “Ciba-Geigy Agreement”) that permitted Spireas to conduct some of his dissertation research using Ciba-Geigy’s facilities while working under Bolton’s supervision. (Id. ¶¶ 78-86.) At Bolton’s and Spireas’s request, Ciba-Geigy sent a letter to St. John’s, including language that reiterated the terms of the Patent Policy. (Id.; McElroy Decl. Ex. E.) St. John’s consented to the arrangement on the condition that Ciba-Geigy acknowledge and not interfere with St. John’s rights to any fruits of the research under applicable St. John’s policies and agreements. (Compl. ¶¶ 78-86.) E. Defendants’ Allegedly Fraudulent Scheme To summarize, Plaintiff claims that it entrusted Bolton and Spireas with the resources they needed to make the scientific discoveries from which the Liquisolid Patents are derived. Moreover, St. John’s support was expressly conditioned on Bolton’s and Spireas’s assent to this bargain: resources for intellectual property rights. But neither Bolton nor Spireas ever informed St. John’s that their research had resulted in patentable inventions, the issuance of the Liquisolid Patents, or royalties derived from licensing the Liquisolid Patents. (Id. ¶¶ 115-54, 163-65.) In fact, shortly after Spireas graduated from St. John’s, and shortly before Bolton and Spireas filed their first patent application, Bolton resigned from the University. (Id. ¶ 155.) Plaintiff alleges that Bolton left the University because he believed it would be easier to conceal the success of his research from St. John’s if he was no longer an employee. (Id.) Plaintiff further alleges that Bolton’s and Spireas’s purpose in forming Hygrosol and assigning the Liquisolid Patents to it was to prevent Plaintiff from later asserting its contractual rights to the ownership of the Liquisolid Patents and its share of the royalties derived from licensing them. (Id. ¶¶ 157-62, 314-316.) II. DISCUSSION A. Legal Standard Applicable to the Motions to Dismiss 1. General Standard under Rule 12(b)(6) The purpose of a motion to dismiss for failure to state a claim under Rule 12(b)(6) is to test the legal sufficiency of a plaintiffs claims for relief. Patane v. Clark, 508 F.3d 106, 112 (2d Cir.2007). In reviewing the complaint, the court accepts as true all allegations of fact, and draws all reasonable inferences from these allegations in favor of the plaintiff. ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir.2007). A complaint is legally sufficient to survive a motion to dismiss if it contains “sufficient factual matter, accepted as true, ‘to state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, — U.S.-, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 129 S.Ct. at 1949. “[M]ere ‘labels and conclusions’ or ‘formulaic recitation[s] of the elements of a cause of action will not do’; rather, the complaint’s ‘[fjactual allegations must be enough to raise a right to relief above the speculative level.’ ” Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir.2010) (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). In deciding a motion to dismiss under Rule 12(b)(6), the court may, at its discretion, consider matters of which judicial notice may be taken, as well as documents extrinsic to the complaint where a plaintiff “relies heavily upon [the documents] terms and effect, [thus] rendering] the document integral to the complaint.” Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir.2002) (internal quotations omitted); see also Republic of Colombia v. Diageo N. Am. Inc., 531 F.Supp.2d 365, 450-51 (E.D.N.Y.2007). 2. Standard for Assessing Statute of Limitations Defense under Rule 12(b)(6) Under New York law, the statute of limitations is an affirmative defense, and the defendant bears the burden of proving that the plaintiff’s claim is untimely. Bano v. Union Carbide Corp., 361 F.3d 696, 710 (2d Cir.2004). “The defendant’s normal burden includes showing when the cause of action accrued.” Id. Because the burden is on the defendants to prove their affirmative defense, “[t]he pleading requirements in the Federal Rules of Civil Procedure ... do not compel a litigant to anticipate potential affirmative defenses, such as the statute of limitations, and to affirmatively plead facts in avoidance of such defenses.” Abbas v. Dixon, 480 F.3d 636, 640 (2d Cir.2007). Therefore, on a motion to dismiss under Rule 12(b)(6), a claim may be dismissed as time-barred under the statute of limitations only if the factual allegations in the complaint clearly show that the claim is untimely. Harris v. City of New York, 186 F.3d 243, 250 (2d Cir.1999); see also Davis v. Indiana State Police, 541 F.3d 760, 763 (7th Cir.2008) (concluding that the Supreme Court’s opinion in Twombly “did not revise the allocation of burdens concerning affirmative defenses,” and restating the rule that “complaints need not anticipate, and attempt to plead around, potential affirmative defenses”). Dismissal is proper only when, drawing all reasonable inferences in favor of the plaintiff, the court concludes that the plaintiffs own factual allegations prove the defendant’s statute of limitations defense. For a defendant’s statute of limitations arguments to succeed, the plaintiff must “plead[] itself out of court.” In re marchFIRST Inc., 589 F.3d 901, 904-05 (7th Cir.2009). B. Plaintiffs Claims and the Motions to Dismiss Plaintiffs 61 page Complaint states 15 overlapping causes of action in its 318 numbered paragraphs. Those causes of action can be grouped into nine categories: (1) Bolton and Spireas violated their contractual obligations under the Agreements by failing to assign the Liquisolid Patents to the University; and, (2) in the case of Bolton, by failing to share with the University revenues he received from licensing the Liquisolid Patents (id. ¶¶ 198-250); (3) Bolton and Spireas tortiously breached their fiduciary duties to the University (id. ¶¶ 251-59, 268-75); (4) Bolton and Spireas fraudulently failed to disclose the value and patentability of their research at St. John’s (id. ¶¶ 178-97); (5) Spireas aided and abetted Bolton’s breaches of his fiduciary duty to St. John’s (id. ¶¶ 260-67); (6) Spireas tortiously interfered with Bolton’s contractual obligations to St. John’s (id. ¶¶ 276-82); (7) Bolton’s and Spireas’s assignments of the Liquisolid Patents to Hygrosol were fraudulent conveyances intended to prevent St. John’s from asserting its rights to the Liquisolid Patents under the Agreements (id. ¶¶ 312-18); (8) Defendants have been unjustly enriched at the expense of St. John’s (id. ¶¶ 283-94); and (9) Defendants have converted property to which St. John’s has superior rights of possession (id. ¶¶ 295-305). Plaintiff seeks equitable relief in the form of an order of specific performance for Defendants to assign the Liquisolid Patents to St. John’s, and an order directing an equitable accounting of the Defendants’ books and assets to determine the revenues obtained from the Liquisolid Patents. Plaintiff also seeks compensatory and punitive monetary damages. In their two motions to dismiss, Defendants generally assert two types of defenses: (1) Plaintiffs allegations of fact are insufficient to state a claim for relief under Federal Rule of Civil Procedure 12(b)(6) and, in some cases, Rule 9(b); and (2) Plaintiffs claims are untimely under the relevant statutes of limitations. Plaintiff responds that its allegations of fact entitle it to equitable tolling of the statutes of limitations. (Opp. at 41-43.) Jurisdiction in this case is premised on diversity of citizenship, and the parties all rely on New York law, the law of the forum state, in their submissions. See Merrill Lynch Interfunding, Inc. v. Argenti, 155 F.3d 113, at 121 n. 5 (2d Cir.1998). Furthermore, it appears from the Complaint that much of the conduct relevant to this action- — e.g., the execution of the Agreements at issue — occurred in New York. Thus, the court applies New York law to Plaintiffs claims and Defendants’ defenses. Konikoff v. Prudential Ins. Co. of America, 234 F.3d 92, 98 (2d Cir.2000). C. Breach of Contract Plaintiff alleges that Bolton and Spireas breached two independent contractual obligations: (1) Bolton’s and Spireas’s obligation to assign the Liquisolid Patents to St. John’s; and (2) their obligation to share the Liquisolid Patents’ licensing royalties with St. John’s. Under New York law, “[t]o make out a viable claim for breach of contract a complaint need only allege (1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.” Eternity Global Master Fund Ltd. v. Morgan Guaranty Trust Co. of N.Y., 375 F.3d 168, 177 (2d Cir.2004) (quotation omitted). “The fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties’ intent. ... [A] written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.” Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 (2002). The parties have submitted only one of the Agreements to the court, the Bolton Research Agreement. (See Lundin Decl. Ex. 3.) Plaintiff has also submitted a letter to St. John’s from Ciba-Geigy which apparently memorializes the Ciba-Geigy Agreement. (See McElroy Decl. Ex. E.) Therefore the court cannot interpret the Patent Policy, Ciba-Geigy Agreement, or Spireas Fellowship Agreements and must rely on Plaintiffs allegations of fact to determine whether Plaintiff has alleged Defendants breached those Agreements. 1. Breach of the Assignment Obligations Defendants argue that Plaintiff has failed to sufficiently allege that Bolton and Spireas breached an agreement to assign patentable inventions to St. John’s. (See Spireas’s and Hygrosol’s Mem. (“Spireas Mem.”) (Docket Entry # 41) at 5-7.) St. John’s has pleaded the existence of Bolton’s and Spireas’s contractual duty to assign patentable inventions derived “in whole or in part” from research conducted at St. John’s under the Patent Policy and the other Agreements. St. John’s has also pleaded that it performed its obligations under the Agreements by employing Bolton and Spireas, enrolling Spireas as a graduate student, and giving both Bolton and Spireas the benefit of its resources. St. John’s has further pleaded that the Liquisolid Patents are based on inventions derived “in whole or in part” from research performed at St. John’s and subject to the Agreements, and that Bolton and Spireas have not assigned the Liquisolid Patents to St. John’s. Finally, St. John’s has pleaded that it has been damaged because it has not received the Liquisolid Patents and the accompanying royalty revenues from licensing the Liquisolid Patents. Under New York law, St. John’s has sufficiently alleged that Bolton and Spireas breached their contractual obligations to assign patentable inventions to it. Bolton argues that “the Complaint does not contain any plausible allegation that Dr. Bolton conducted research at [St. John’s] relating to the patented invention; he did not.” (Bolton’s Reply Mem. (“Bolton Reply”) (Docket Entry #38) at 6; Bolton’s Mem. (“Bolton Mem.”) (Docket Entry # 36-3) at 17-18.) This argument is without merit. In its brief and in side-by-side comparisons of portions of the initial '834 Patent with sections of the dissertation (McElroy Decl. Ex. G), St. John’s points out that significant material in the '834 Patent is literally copied from Spireas’s dissertation (Opp. at 3-4). Furthermore, Spireas was a graduate student working under Bolton’s direction when Spireas conducted the research presented in the dissertation, and Bolton assisted Spireas in obtaining St. John’s permission to do some of the research off campus at Ciba-Geigy with the express understanding that such off-campus work would not impair St. John’s rights to the fruits of that research. Spireas argues in the alternative, and for the first time in his Reply, that even if he was obligated to assign the '834 and '550 Patents, the '337 and '339 Patents are unrelated to them and the “contractual duty to assign or fiduciary duty to disclose ... the invention claimed in the '834 and '550 patents ... could not, as a matter of law, extend to the '337 and '339 Patents.” (Spireas’s and Hygrosol’s Reply Mem. (“Spireas Reply”) (Docket Entry # 42) at 8-9.) Spireas contends that the '337 and '339 Patents, which are continuations-in-part (“CIPs”) of the '834 and '550 Patents, are legally unrelated to the '834 and '550 Patents, simply because they include “additional subject matter not present in earlier filed patents.” (Spireas Reply at 9-10 (emphasis in original).) Spireas’s argument fails for two reasons. First, St. John’s has alleged that the '337 and '339 Patents were derived in whole or in part from research conducted at St. John’s. Spireas’s argument that the '337 and '339 Patents are unrelated to the '834 and '550 Patents simply does not respond to this allegation. Second, Spireas’s claim that they CIPs are legally unrelated to the '834 and '550 Patents misstates the law. While a CIP must include subject matter not contained in the earlier patent, it must also contain subject matter contained in the earlier patent. By definition, a CIP “is an application filed during the lifetime of an earlier nonprovisional application, repeating some substantial portion or all of the earlier nonprovisional application and adding matter not disclosed in the said earlier nonprovisional application.” Manual of Patent Examining Procedure (“MPEP”) § 201.08 (8th ed., Rev. 8, July 2010) (emphasis added). The relevant question for purposes of St. John’s claims is whether the subject matter of the '337 and '339 Patents include research derived in whole or in part from research conducted at St. John’s. If St. John’s is entitled to assignment of the '834 and '550 patents because their subject matter discloses an invention that is the product, in whole or in part, of research conducted at St. John’s, it is possible that the “substantial portion” of the '834 and '550 Patents contained in the '337 and '339 Patents is also derivative of research performed at St. John’s. Drawing all reasonable inferences in favor of St. John’s, the possibility that the '337 and '339 Patents are unrelated to the '834 and '550 Patents is plainly insufficient for the court to conclude on a motion to dismiss that the '337 and '339 Patents are not derived from research conducted at St. John’s. Bolton also argues that because he was not listed as an inventor of the '339 Patent St. John’s has no breach of contract or fiduciary duty claim against him for his actions in relation to that patent. (Bolton Mem. at 1.) St. John’s alleged contract rights relate to patentable inventions or discoveries derived in whole or in part from research conducted at St. John’s— not just patents. Therefore, it is irrelevant whether Bolton was listed as an inventor on the face of the 339 Patent. HIF Bio, Inc. v. Yung Shin Pharmaceuticals Indus. Co., Ltd., 600 F.3d 1347, 1354-57 (Fed.Cir.2010) (determination of inventorship not essential to resolution of state law claims for conversion, tortious interference with contract, fraud, unjust enrichment, or breach of implied contract where plaintiff alleges non-patent facts entitling it to relief). 2. Breach of the Revenue-Sharing Obligation Defendants also argue that Plaintiff has failed to sufficiently allege that Bolton and Spireas breached an agreement to share licensing royalties with St. John’s. The terms of the Bolton Research Agreement impose express contractual duties on St. John’s and Bolton to share the revenues derived from the sale or licensing of inventions or patents resulting in whole or in part from his research related services at St. John’s. (Lundin Decl. Ex. 3.) St. John’s has pleaded that it performed its obligations under the Bolton Research Agreement by employing Bolton and giving Bolton the benefit of its resources. St. John’s has further pleaded: that the Liquisolid Patents are based on inventions derived in whole or in part from Bolton’s research related services at St. John’s; that Bolton has obtained royalties from licensing the Liquisolid Patents; and that Bolton has not shared any of those licensing revenues with St. John’s. Finally, St. John’s has pleaded that it has been damaged because it has not received its share of royalty revenues. Under New York law, St. John’s has sufficiently alleged that Bolton breached his contractual obligation under the Bolton Research Agreement to share patent-licensing royalties with it. Bolton argues that St. John’s rights to revenue sharing can only be derivative of St. John’s right to assignment of the Liquisolid Patents, and are thus dependent on St. John’s ability to establish its claims for breach of the patent-assignment obligation. (Bolton Mem. at 8-9.) Similarly, Bolton argues that the revenue-sharing provision of the Bolton Research Agreement must be read in conjunction with the assignment provision as a residual protection of only Bolton’s interest in the royalty revenues. (Bolton Reply at 1-3.) Bolton contends that because St. John’s was entitled to full ownership of the patent, including the right to all licensing royalties, the parties contemplated only that St. John’s would share revenues with Bolton, not that Bolton would share royalties with St. John’s. (Id.) The revenue-sharing term in the Bolton Research Agreement was a separate contractual duty that applied independent of Bolton’s performance of the assignment obligation. Because the court interprets the assignment obligation under the Agreements to impose a duty of future performance on Bolton and Spireas, rather than effect an automatic assignment, (see infra Part II.C.4.a), it is reasonable to infer that St. John’s and Bolton anticipated there might be a gap between the issuance of a patent to Bolton and the subsequent assignment of the patent to St. John’s. Drawing all reasonable inferences in favor of Plaintiff, the court interprets the revenue-sharing provision to protect both St. John’s and Bolton’s interests in receiving the stated revenues — St. John’s share prior to assignment, and Bolton’s share following assignment. Indeed, the revenue-sharing term does not specifically state which party is obligated to make the royalty payments, it states: “It is further understood and agreed that a percentage of the revenue derived from the sale or licensing of such inventions, patent application and patents, shall be shared with (a) 30% for St. John’s University and (b) 70% for Dr. Bolton, and any student or other person whom Dr. Bolton determines has an interest herein, their heirs, assigns and personal representatives.” (Lundin Decl. Ex. 3.) Bolton’s obligation to share licensing royalties with St. John’s is not dependent on St. John’s right to have Bolton assign the Liquisolid Patents to it. While the Bolton Research Agreement clearly obligates Bolton to share royalty payments with St. John’s, Plaintiff has not pleaded the existence of a similar contract term independently obligating Spireas to share royalty revenues with St. John’s. Furthermore, St. John’s does not allege facts sufficient to infer that Spireas had an independent contractual duty under the Patent Policy, Spireas Fellowship Agreements, or Ciba-Geigy Agreement to share royalty revenues with St. John’s. To the extent Spireas is under an obligation to share royalties with St. John’s, that obligation is derivative of St. John’s right to assignment of Spireas’s interest in the Liquisolid Patents. 3. Public Policy Arguments Against Enforceability Defendants argue, in the alternative, that Plaintiffs interpretation of the language in the Agreements giving Plaintiff rights to all inventions resulting “in whole or in part” from research conducted at St. John’s is so broad as to constitute an open-ended assignment of all an inventor’s future inventions, and are unenforceable under public policy principles prohibiting a “mortgage on a man’s brain.” (Spireas Mem. at 7.) This argument is without merit. As explained in case law setting forth this ancient doctrine, a patent assignment agreement is an unenforceable “mortgage on a man’s brain” when it is “[a] naked assignment or agreement to assign, in gross, a man’s future labors as an author or inventor,” including those as yet unknown. Aspinwall Manufacturing Co. v. Gill, 32 F. 697, 700-701 (Bradley, Circuit Justice, C.C.D.N.J. 1887). As alleged in the Complaint, the Liquisolid Patents reflect inventions resulting in whole or in part from research performed by the Defendants at St. John’s. Federal courts have consistently upheld the validity of patent-assignment obligations imposed on university students, faculty, and staff as a condition of their research activities at the university. See, e.g., Regents of the Univ. of New Mexico v. Knight, 321 F.3d 1111, 1117-20 (Fed.Cir.2003); Univ. of West Virginia Bd. of Trustees v. VanVoorhies, 278 F.3d 1288, 1297-98 (Fed.Cir.2002); Chou v. Univ. of Chicago, 254 F.3d 1347, 1356—57 (Fed.Cir.2001). These patent-assignment provisions do not implicate all of a researcher’s future inventions “in gross”; instead, like the Agreements at issue in this case, they apply to inventions derived from research performed while the researcher is at the university. While it may be that the “in whole or in part” language in St. John’s assignment provision is susceptible of potentially impermissible interpretations that would allow St. John’s to assert ownership over inventions not substantially related to research performed at St. John’s, see, e.g., American Cone and Wafer Co. v. Consolidated Wafer Co., 247 F. 335, 336-37 (2d Cir.1917) (holding patent-in-suit was too dissimilar from patent subject to earlier assignment to be an improvement subject to that assignment), drawing all inferences in favor of the Plaintiff the court cannot conclude that Plaintiffs contractual rights to assignment and revenue sharing are unenforceable as a matter of public policy. At present it is sufficient that Plaintiff has alleged a breach of the assignment and revenue-sharing provisions, and that the court can reasonably infer from the factual allegations of breach that Plaintiff has stated a claim that is not prohibited by public policy. Advancing a somewhat similar argument, Spireas contends that courts have narrowly interpreted patent policies to apply only to patent applications filed while the researcher was employed or enrolled at the university. (Spireas Mem. at 5-6; Bolton Mem. at 13 n. 7.) Here, the applications for the Liquisolid Patents were not filed until after Bolton and Spireas left St. John’s. Spireas cites Fenn v. Yale University, 283 F.Supp.2d 615, 621, 626-27 (D.Conn.2003), Knight, 321 F.3d at 1114 (Fed.Cir.2003), and E.I. Du Pont de Nemours & Co. v. Okuley, 344 F.3d 578, 585 n. 5 (6th Cir.2003), in support of this argument. These cases, however, do not stand for this proposition, and there is no evidence that other courts have narrowed patent policies in the way he suggests. The fact that the researchers against whom the courts rendered judgment in Fenn, Knight, and Du Pont, were university employees at the time the patent applications were filed does not mean that their employment was a necessary condition of those courts’ holdings. Indeed in Du Pont, 344 F.3d at 585 n. 5, the Sixth Circuit reasoned that the researcher’s employment status at the time his performance came due under the patent policy was irrelevant to the existence of his duty of performance, stating: “[Defendant’s] contractual obligation to give [the patent] to [Plaintiff], incurred during the lifetime of the contract, survived until fulfilled.” Bolton and Spireas likewise incurred their obligations to assign patentable inventions to St. John’s by performing the research from which those inventions derived at St. John’s and while subject to the Agreements. Furthermore, the court perceives no reason why it should be the first to endorse Spireas’s public policy argument. Spireas’s argument, that patent policies are only enforceable with respect to patents applied for during a researcher’s affiliation with the university, would create undesirable incentives for those engaged in productive research to abruptly end their work and leave the university at the first hint that they had made a profitable discovery — or worse, to conceal and hoard scientific discoveries for later exploitation. The court perceives no public policy concern with permitting a university to enforce its rights to intellectual property when, as is the case here, those intellectual property rights are implicated by patent applications filed by its former employees or students after they leave the university. 4. Statute of Limitations Defenses to Contract Claims Defendants’ most serious challenge to the two categories of contract claims is that they are time-barred under the relevant New York statutes of limitations. In New York, an action to enforce a contractual obligation is subject to a six-year limitations period. N.Y. C.P.L.R. § 213(2). “Under New York law, a cause of action for breach of contract accrues and the statute of limitations commences when the contract is breached.” T & N PLC v. Fred S. James & Co. of New York, Inc., 29 F.3d 57, 59 (2d Cir.1994); Ely-Cruikshank Co., Inc. v. Bank of Montreal, 81 N.Y.2d 399, 402, 599 N.Y.S.2d 501, 615 N.E.2d 985 (1993); N.Y.C.P.L.R. § 203(a). To establish that the statute of limitations bars Plaintiffs claims on a motion to dismiss, Defendants must establish that Plaintiffs own allegations of fact clearly establish that its claims are untimely. See supra Part II.A.2. Accordingly, the court looks to the latest accrual dates of the breach of contract claims reasonably suggested by the facts alleged in the Complaint. For reasons explained below, the court finds that Plaintiffs patent-assignment claims are untimely, and at least some of Plaintiffs revenue-sharing claims are timely. a. Accrual of Claim for Breach of the Assignment Obligations St. John’s repeatedly alleges that Bolton and Spireas had “agreed” or were “obligated” or “required” to assign the Liquisolid Patents, implying that the Agreements contemplated future performance by Bolton and Spireas in assigning their inventions to the University. In Board of Trustees of the Leland Stanford Junior University v. Roche Molecular Systems, Inc., 583 F.3d 832, 841 (Fed.Cir.2009) (“Stanford”), cert. granted, — U.S.-, 131 S.Ct. 502, 178 L.Ed.2d 368 (2010), the Federal Circuit noted that it has ordinarily interpreted the language “agree to assign” in university patent policies as a “promise to assign rights in the future, not an immediate transfer of expectant interests.” A promise to assign may vest the promisee with equitable rights against the promisor, but does not effect a present transfer of interests. Id. at 841-42. Because the Complaint does not allege that the Agreements effected an automatic assignment of the Liquisolid Patents, the interpretation of the Agreements — including the determination of the time when performance is due — is controlled by state law. Id. at 841 (“The question of who owns the patent rights and on what terms typically is a question exclusively for state courts.”) (internal quotation omitted). Because the assignment obligation imposed a duty of future performance on Bolton and Spireas, the Complaint alleges that Bolton and Spireas breached their assignment obligations in at least two ways: (1) by rendering themselves incapable of assigning the Liquisolid Patents to St. John’s; and (2) by failing to assign the Liquisolid Patents within a reasonable time following patent issuance. The first act alleged in the Complaint which clearly breached Bolton’s and Spireas’s assignment obligation was their assignment of the Liquisolid Patents to Hygrosol. The assignment of a patent divests the assignor of any ownership stake in the patent and leaves him with nothing more to assign, thus negating any future assignment to a third party. Stanford, 583 F.3d at 842 (quoting FilmTec Corp. v. Allied-Signal, Inc., 939 F.2d 1568, 1572-73 (Fed.Cir.1991)). Upon assigning the Liquisolid Patents to Hygrosol, Bolton and Spireas rendered themselves incapable of performing their obligations to assign the Liquisolid Patents to St. John’s and breached the Agreements. But the court cannot determine from the face of the Complaint that the Hygrosol assignments occurred outside the limitations period. Defendants breached their obligation to assign the Liquisolid Patents to St. John’s by at least October 12, 2006, the date on which they recorded the assignments to Hygrosol with the PTO, and presumably the latest date the assignments could have occurred. However, Plaintiff has not averred that the Hygrosol assignments occurred on an earlier date, and because Defendants bear the burden of establishing their statute of limitations defense, the court cannot assume that those assignments occurred more than six years prior to the filing of this action. Therefore, the court must determine whether Defendants breached their duties to assign the Liquisolid Patents on an earlier date. The Complaint does not allege on what dates Bolton and Spireas owed St. John’s duties of performance under the Agreements, such that their failure to assign the Liquisolid Patents on those dates would constitute a breach of their promises to assign; but it does allege a breach of those Agreements. As the Federal Circuit noted in Stanford, a researcher’s agreement to assign his future interests in a patent may not necessarily specify the time for the researcher’s performance. The patent agreement at issue in that case provided that the researcher “agreed only to assign his invention rights to Stanford at an undetermined time.” Stanford, 583 F.3d at 841. Because the Complaint does not specifically allege when Defendants’ performance was due, the court infers that the Agreements were silent on that term. Under New York law “[e]ven though a contract fixes no time for performance, if not void for uncertainty, an agreement is implied that the act shall be done within a reasonable time.” City of New York v. New York Cent. R.R. Co., 275 N.Y. 287, 292-93, 9 N.E.2d 931 (1937). “What constitutes a reasonable time for performance depends upon the facts and circumstances of the particular case.” Savasta v. 470 Newport Assocs., 82 N.Y.2d 763, 765, 603 N.Y.S.2d 821, 623 N.E.2d 1171 (1993). It is clear that obtaining patent protection for subject inventions was the event of greatest importance to the parties, and the focus of the Agreements. The Agreements contemplated that Bolton and Spireas would engage in research oyer an extended period of time, and could conceivably make several discoveries yielding patentable inventions. The determination how to define a particular invention, and whether it was a “patentable invention” subject to the Agreements, would not necessarily become clear until the parties decided to seek patent protection for it. Thus, while St. John’s might have demanded assignment of subject inventions at some point before a patent issued, see FilmTec, 939 F.2d 1568, 1572 (Fed.Cir.1991), the precise nature of the “patentable” inventions to which it was entitled would not necessarily become clear until the PTO issued a patent, which defines the invention by its claims. See General Elec. Co. v. Wabash Appliance Corp., 304 U.S. 364, 369, 58 S.Ct. 899, 82 L.Ed. 1402 (1938) (“The claims measure the invention.”). Indeed, the sale or exploitation of patents was clearly a focus of the Agreements, and St. John’s would not have obtained the commercial benefit of the patent monopoly until a patent issued. (See, e.g., Lundin Decl. Ex. 3 (requiring Bolton to use his efforts to obtain reasonable revenue from patents)). Under the circumstances, the latest event triggering Bolton’s and Spireas’s duties of performance that can reasonably be inferred from the Complaint was the issuance of a patent by the PTO that disclosed an invention subject to the Agreements. Therefore, Bolton and Spireas were obligated to perform their assignment duties within a reasonable time following the issuance of each of the Liquisolid Patents, and they breached the Agreements when they failed to do so. Under New York law “knowledge of the occurrence of the wrong on the part of the plaintiff is not necessary to start the Statute of Limitations running in a contract action.” Ely-Cruikshank Co., Inc. v. Bank of Montreal, 81 N.Y.2d 399, 403, 599 N.Y.S.2d 501, 615 N.E.2d 985 (1993) (quotation omitted). Consequently, though St. John’s was ignorant of the existence of the Liquisolid Patents, the limitations period for its breach of contract claims began to run on the dates the Liquisolid Patents issued. Because more than six years elapsed between those dates (see Compl. ¶¶ 33-36) and Plaintiffs filing of this action in New York Supreme Court, these claims are untimely under the statute of limitations absent Plaintiffs ability to establish that it is entitled to equitable tolling of the statute of limitations. See infra Part II.I.2. b. Accrual of Claim for Breach of the Revenue-Sharing Obligations Bolton’s obligation to share licensing revenues with St. John’s, as alleged, constitutes a contract requiring continuing performance over a period of time, with each successive breach subject to its own limitations period. See Guilbert v. Gardner, 480 F.3d 140, 150 (2d Cir.2007). Bolton’s duty to share royalties with St. John’s arose when he received royalty payments made by the licensee. Therefore, Plaintiffs claims that Bolton breached the Bolton Research Agreement’s revenue-sharing provision are timely insofar as they are relate to royalties received by Bolton within six years of the commencement of this action. The revenue-sharing claims as to revenues received before that time period are barred by the statute of limitations absent Plaintiffs ability to establish that it is entitled to equitable tolling of the statute of limitations. See infra Part II.I.2. D. Fiduciary Duty 1. Allegation of a Fiduciary Relationship Plaintiff alleges that Bolton and Spireas owed it a fiduciary duty to disclose the patentability of the inventions produced in whole or in part from their research at St. John’s. Bolton and Spireas challenge the sufficiency of Plaintiffs allegation that Bolton and Spireas were fiduciaries of the University. (Bolton Mem. at 11-13; Spireas Mem. at 12-14.) They further argue that, as a matter of law, neither a professor nor a student can be a fiduciary of a university. (Spireas Mem. at 13-14; Bolton Mem. at 12.) Finally, Bolton and Spireas argue that even if they had duties to disclose, they complied with those duties. (Spireas Mem. at 7-8; Bolton Mem. at 7 n. 5.) ■ In New York, the existence of a fiduciary relationship is determined on a case-by-case basis. “A fiduciary relation exists between two persons when one of them is under a duty to act or to give advice for the benefit of the other upon matters within the scope of the relation.” Mandelblatt v. Devon Stores, Inc., 132 A.D.2d 162, 168, 521 N.Y.S.2d 672 (1st Dep’t 1987). In Brass v. American Film Technologies, Inc., 987 F.2d 142, 150-51 (2d Cir.1993), the Second Circuit observed that under New York law, “a fiduciary relationship embraces not only those the law has long adopted — such as trustee and beneficiary — but also more informal relationships where it can be readily seen that one party reasonably trusted another.” Consequently, determining the existence of a fiduciary relationship requires a fact-specific inquiry implicating all the circumstances and conduct relevant to understanding the parties’ relationship. See Lumbermens Mutual Casualty Co. v. Franey Muha Alliant Ins. Servs., 388 F.Supp.2d 292, 305 (S.D.N.Y.2005); Wiener v. Lazard Freres & Co., 241 A.D.2d 114, 122, 672 N.Y.S.2d 8 (1st Dep’t 1998). This inquiry assesses whether the particular relationship has the “[f]our elements that are essential to the establishment of a fiduciary relationship: (1) the vulnerability of one party to the other which (2) results in the empowerment of the stronger party by the weaker which (3) empowerment has been solicited or accepted by the stronger party and (4) prevents the weaker party from effectively protecting itself.” Atlantis Information Technology, GmbH v. CA, Inc., 485 F.Supp.2d 224, 231-32 (E.D.N.Y.2007) (quotation omitted). In beginning this relationship-specific inquiry, New York courts look first to whether there is a contractual relationship between the parties. “[W]here parties have entered into a contract, courts look to that agreement ‘to discover ... the nexus of [the parties’] relationship and the particular contractual expression establishing the parties’ interdependency.’ ” EBC I, Inc. v. Goldman Sachs & Co., 5 N.Y.3d II, 19-20, 799 N.Y.S.2d 170, 832 N.E.2d 26 (2005) (quoting Northeast General Corp. v. Wellington Advertising, Inc., 82 N.Y.2d 158, 160, 162, 604 N.Y.S.2d 1, 624 N.E.2d 129 (1993) (“Before courts can infer and superimpose a duty of the finest loyalty, the contract and relationship of the parties must be plumbed.”)). Some courts have found that a sufficiently comprehensive contract between the parties will defeat a finding that the parties were in a fiduciary relationship. See Wiener, 241 A.D.2d at 122, 672 N.Y.S.2d 8. But the existence of a contract between the parties defining the broad contours of their relationship does not preclude a finding of a fiduciary relationship. To the contrary, a contract may create a fiduciary relationship: “ ‘If a contract establishes a relationship of trust and confidence between the parties ... then a fiduciary duty arises from the contract which is independent of the contractual obligation.’ ” Lumbermens, 388 F.Supp.2d at 305 (S.D.N.Y.2005) (quoting GLM Corp. v. Klein, 665 F.Supp. 283, 286 (S.D.N.Y. 1987)); see also Bank of America Corp. v. Lemgruber, 385 F.Supp.2d 200, 224 (S.D.N.Y.2005). “It is well settled that the same conduct which may constitute the breach of a contractual obligation may also constitute the breach of a duty arising out of the relationship created by contract but which is independent of the contract itself.” Mandelblatt, 132 A.D.2d at 167-68, 521 N.Y.S.2d 672 (citations omitted). But the court’s inquiry does not end with an examination of the parties’ written agreements. “[I]t is not mandatory that a fiduciary relationship be formalized in writing, and any inquiry into whether such obligation exists is necessarily fact-specific to the particular case. Beyond what may be memorialized in writing, a court will look to whether a party reposed confidence in another and reasonably relied on the other’s superior expertise or knowledge.” Wiener, 241 A.D.2d at 122, 672 N.Y.S.2d 8; accord Sergeants Benevolent Ass’n Annuity Fund v. Renck, 19 A.D.3d 107, 110, 796 N.Y.S.2d 77 (1st Dep’t 2005). In Wiener, the court observed that even in those cases in which the agreements were sufficiently detailed for the court to infer that the parties did not intend to create a fiduciary relationship, the courts still “carefully considered the ongoing conduct between the parties outside of the written contract. ...” 241 A.D.2d at 122, 672 N.Y.S.2d 8 (citing Northeast General Corp. v. Wellington Advertising, Inc., 82 N.Y.2d 158, 162-65, 604 N.Y.S.2d 1, 624 N.E.2d 129 (1993)). Agreements did not constrain Bolton and Spireas to work on particular research projects or meet time tables for obtaining results, but left Bolton and Spireas to conduct their research as they saw fit. The Agreements required only that the two exercise their discretion in determining whether any inventions resulting from their research were patentable. The documents submitted by the parties, the Bolton Research Agreement and the letter memorializing the Ciba-Geigy Agreement, clearly demonstrate that St. John’s reposed trust and confidence in Bolton and Spireas through the Agreements. In obtaining St. John’s assent to the Ciba-Geigy Agreement, Bolton and Spireas explicitly requested permission for Spireas to conduct at least some of the research off-campus under Bolton’s direction, and at a location where it would be difficult, if not impossible, for St. John’s to independently obtain information about the progress of the research from sources other than Bolton or Spireas. St. John’s assent to that request for special permission clearly demonstrates that it trusted Bolton and Spireas to fulfill their responsibilities under the Agreements insofar as St. John’s relinquished what little ability it already had to independently check on the progress of the research. In the Bolton Research Agreement, Bolton obligated himself to use “reasonable diligence” to secure patents on “[a]ll patentable inventions” resulting in whole or in part from his research at St. John’s, and to “use his efforts” to “secure a reasonable revenue therefrom.” (Lundin Decl. Ex. 3.) By its terms the Agreement specifically called for Bolton to exercise his discretion in determining whether the inventions were patentable, whether to patent his inventions, and how to obtain revenue from the inventions. The Agreements recognized that Bolton and Spireas were in the best position to assess the value of their work, and effectively left St. John’s The terms of the parties’ written Agreements, as alleged by Plaintiff, provide the court’s starting point. Plaintiff has alleged that the Agreements implicitly created a relationship of trust and confidence between St. John’s and Bolton and Spireas by making St. John’s dependent on the two to assess the value of their research and notify St. John’s if their work produced a patentable invention. The dependent on Bolton and Spireas to conduct their research and determine the value of their inventions in a manner that would serve St. John’s interests. The parties’ course of conduct and the nature of their relationship compel the same conclusion. In a case presenting similar issues, Fenn, 283 F.Supp.2d 615, the court was required to assess the conduct of the parties to determine whether the university in that case had reposed trust or confidence in one of its professors with respect to the university’s financial interests in the professor’s research. Although the court in that case applied Connecticut fiduciary duty law, the inquiry pursued by the Fenn court is functionally identical to that required by New York law, and the court finds the Fenn court’s analysis of the relationship between university and researcher persuasive. Id. at 631-32. In Fenn the court reasoned that the plaintiff in that case, Dr. Fenn, was no mere employee of the university, but was entrusted with the management of considerable resources in support of his research activities because of his superior knowledge, skill, and expertise in his field. Id. at 632. Thus, the court concluded that Dr. Fenn owed fiduciary duties of loyalty and candor to the university in relation to his research. Id. The same is true here. Bolton and Spireas were entrusted with St. John’s resources and the autonomy and discretion to use those resources, because they possessed the special knowledge and expertise required to exploit those resources through useful research that might result in patentable discoveries. St. John’s further entrusted Bolton with the responsibility of overseeing Spireas’s research as his dissertation research advisor, and it is reasonable to infer from the Complaint that Spireas was accountable largely to Bolton alone. It is also true, however, that the same special knowledge and expertise that made it worthwhile for St. John’s to support Bolton and Spireas’s research also left St. John’s dependent on them to determine whether their research had succeeded in producing a patentable invention. To paraphrase Fenn: Bolton and Spireas knew more about the value and patentability of inventions they developed than anyone else, and St. John’s necessarily and reasonably relied on their expertise in evaluating such inventions. See id. Indeed, it is difficult to imagine how St. John’s would have been able to independently determine the patentability and value of Bolton’s and Spireas’s research without their affirmative disclosure of material information relating to it. On the facts alleged, St. John’s was vulnerable to Bolton’s and Spireas’s abuse of their positions of trust which they willingly solicited and accepted, Bolton and Spireas were empowered by this relative superiority in relation to their research, and St. John’s was prevented from effectively protecting its interests because of Defendants’ empowerment. See Atlantis Information Technology, 485 F.Supp.2d at 231-32. Under these circumstances Bolton and Spireas were fiduciaries of St. John’s, and owed it a duty to fully disclose material facts relating to their research. Brass, 987 F.2d at 150 (2d Cir.1993) (“New York recognizes a duty by a party to a business transaction to speak ... when the parties stand in a fiduciary or confidential relationship with each other ....”) (quotation and citations omitted); see also Harding v. Naseman, No. 07 Cv. 8767(RPP), 2009 WL 1953041, at *23 n. 39 (S.D.N.Y. July 8, 2009). 2. Relationship Between Students or Professors and Universities Defendants contend that as a matter of law, neither employees nor students can be fiduciaries of a university. (Spireas Mem. at 13-14; Bolton Mem. at 12.) There is no such rule. Spireas cites Moy v. Adelphi Institute, 866 F.Supp. 696, 708 (E.D.N.Y.1994), which stands merely for the proposition that a typical student-university relationship does not, without more, establish a fiduciary relationship between student and university. Moreover, Moy is distinguishable on its facts. In Moy, the court found that the student plaintiffs failed to allege that a private vocational school owed them fiduciary duties, finding only a conventional business relationship. Id. The students did not allege facts differentiating their relationship with the school from the relationship that any student who enrolls and pays tuition has with his university. Id. at 699-701. Similarly, both Defendants cite Maas v. Cornell University, 245 A.D.2d 728, 731, 666 N.Y.S.2d 743 (3d Dep’t 1997), which holds that a professor’s employment at his university does not, on its own, create a fiduciary relationship with the university. In Maas, a professor disciplined for sexual harassment apparently argued that the university breached a fiduciary duty it owed to him by failing to keep the resolution of the sexual harassment complaint confidential, but did not allege facts demonstrating that his relationship with the university was any different than that between an employee and his employer. Moy and Maas are inapposite because Plaintiff has alleged more than an ordinary relationship between student and university or professor and university. Spireas was not just a student attending classes and turning in assignments, and Bolton was not just a professor lecturing in class and holding office hours; the two were conducting valuable research in fulfillment of requirements imposed by St. John’s, in which St. John’s had a real and substantial financial interest. Spireas also relies on University of Pittsburgh v. Townsend, 542 F.3d 513, 526-27 (6th Cir.2008). In University of Pittsburgh, the court reasoned that a professor was necessarily subordinate to the university because he was the employee of a large institution, and found that if the disparity in power ran in any direction, it ran in favor of the university. Id. Accordingly, the Sixth Circuit found the professor owed no duty of disclosure to the university. Id. Directing the court’s attention to Atlantis Information Technology, 485 F.Supp.2d at 231-32 (finding allegation of fiduciary duty insufficient where parties were commercial entities negotiating at arms-length in a conventional business relationship), Spireas argues that for much the same reasons, a university cannot be vulnerable to “an ordinary graduate student conducting research off campus.” (Spireas Mem. at 14.) Insofar as Townsend’s finding relied on a formalist conception of the employment relationship without reference to the factual circumstances underlying the relationship between the particular professor and university, its holding is inconsistent with New York law, and is not persuasive to this court’s analysis of the particular facts alleged in the Complaint. 3. Limitations Period Applicable to Fiduciary Breach Ordinarily, a tort claim for a breach of fiduciary duty accrues on the date the fiduciary breaches his duty, Kaufman v. Cohen, 307 A.D.2d 113, 121 n. 3, 760 N.Y.S.2d 157 (1st Dep’t 2003), and is time-barred under the statute of limitations if not brought within six years. N.Y.C.P.L.R. § 213(1). The limitations period applicable to a claim for breach of fiduciary duty, however, is tolled during the duration of the fiduciary relationship, and does not begin to run “until the fiduciary has openly repudiated his or her obligation or the relationship has been otherwise terminated.” Golden Pacific Bancorp v. FDIC, 273 F.3d 509, 518 (2d Cir.2001). The parties dispute the date on which any fiduciary relationship might have been terminated. Bolton and Spireas argue that their separation from the University ended any fiduciary relationship they might have had with St. John’s, and commenced the running of the statute of limitations. (Spireas Reply at 2; Bolton Mem. 12-13.) St. John’s contends that even after Bolton and Spireas left the University, their fiduciary duties to St. John’s, with respect to the research they had conducted there, continued. (Opp. at 24-25.) Bolton and Spireas ask this court to treat this case like any other in which an employee, who is also a fiduciary of his