Full opinion text
ORDER FEUERSTEIN, District Judge. On June 30, 2011, plaintiffs Don Lia (“Lia”), Mobile Management, LLC (“Mobile Management”) and N.R. Automotive, Inc. (“N.RAutomotive”) (collectively, “the Lia parties”) filed a complaint (“the Lia complaint” or “the Lia action”) in the Supreme Court of the State of New York, County of Nassau, against defendants Michael Saporito (“Saporito”) and Jesse Arm-stead (“Armstead”) (collectively, “defendants”), alleging claims seeking specific performance of two (2) agreements; judgment declaring Lia’s ownership interest in certain property; the imposition of a constructive trust on certain property and assets; an accounting; and monetary damages for breach of fiduciary duty, unjust enrichment and breach of contract. On July 27, 2011, Saporito removed the action to this Court pursuant to this Court’s diversity jurisdiction under 28 U.S.C. § 1332. Pending before the Court are: (1) Saporito’s motion to dismiss the Lia complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure; and (2) Armstead’s motion to dismiss the Lia complaint pursuant to Rules 12(b)(1) and (6) of the Federal Rules of Civil Procedure. For the reasons set forth herein, defendants’ motions are granted in part. I. Background A. Faetuál Background The Lia parties allege that in or around March 2003, Lia and Saporito, with the participation of Armstead, decided to pursue an “open point,” i.e., the formation of a new automobile dealership in a specific geographic region, in central New Jersey that had been announced by American Honda. (Lia Compl., ¶ 15). On April 22, 2003, Lia and defendants executed a purported agreement (“the 2003 Agreement”), pursuant to which, inter alia: (1) defendants agreed to apply for the open point in their names, with Armstead initially owning fifty-one percent (51%) of the prospective dealership as the “Dealer” and Saporito owning forty-nine percent (49%) of the prospective dealership as the “Dealer Manager,” (Lia Compl., ¶¶ 18-19);. (2) Lia agreed (a) to contribute one hundred percent (100%) of the new dealership’s “total required capital investment,” to be repaid under a three (3)-year, self-liquidating prime rate note, (b) to purchase the real property on which the dealership would operate, (c) to build an automobile sales/service facility in conformance with American Honda’s specifications and (d) to make all of the management decisions for the prospective dealership, (Lia Compl., ¶ 20); (3) Lia would be entitled to require, on demand, that defendants transfer to him seventy-five percent (75%) of their combined ownership interests in the prospective dealership, (Lia Compl., ¶ 21); and (4) defendants were required to “execute additional formal agreements that incorporate the [foregoing] terms and conditions” upon American Honda’s issuance of a letter of intent awarding them the open point, (Lia Compl., ¶ 22). Defendants applied for the open point in their names only and represented to American Honda that they, personally, were providing all of the necessary funds. (Lia Compl., ¶ 17). However, according to the Lia parties, “it was Lia alone who contributed 100% of the funding for the dealership that ultimately became Hamilton Honda * * (Id.) In 2003, in compliance with American Honda’s property requirements for the open point, Lia, in the name of “Allstar Route 130 EW, LLC,” purchased approximately eight (8) acres of real property located in East Windsor, New Jersey. (Lia Compl., ¶25). However, American Honda ultimately deemed that property unsuitable for the open point, so Lia invested more funds for its redevelopment for an alternative use. (Lia Compl., ¶ 26). In September 2004, “[i]n continuing pursuit of the Open Point,” Lia, in the name of “Allstar Route 130 HS, LLC,” purchased approximately eleven (11) acres of real property in Hamilton Township, New Jersey (“the Hamilton Property”). (Lia Compl., ¶ 27). In addition, Lia, in the names of five (5) additional limited liability companies, purchased contiguous real property, including property referred to as the “Frank’s Nursery Property.” (Lia Compl., ¶ 28). In September 2004, American Honda awarded the open point to defendants (“the Hamilton Honda Dealership project”). (Lia Compl., ¶¶ 23, 30). According to the Lia parties, defendants failed and refused to execute the additional formal agreements required under the 2003 Agreement. (Lia Compl., ¶¶ 24, 31). In addition, the Lia parties allege that unbeknownst to them, defendants pursued potentially competing dealerships while their application for the open point was pending and applied to American Honda Finance Corporation (“AHFC”) for approximately forty million dollars ($40,000,000.00), executing loan documents in favor of AHFC for a mortgage of approximately twenty million dollars ($20,000,000.00) on the Hamilton Property. (Lia Compl., ¶¶ 33-34). The Lia parties further allege that Saporito improperly transferred a one million nine hundred thousand dollar ($1,900,-000.00) mortgage from the Hamilton Property to the adjacent property owned by Lia personally. (Lia Compl., ¶ 35). The Lia parties contend that in early November 2006, upon learning of defendants’ pursuit of potentially competing dealerships, Lia had a 2006 Agreement drafted, confirming that he had “exclusively funded the acquisition, operating and carrying costs” of the Hamilton Honda Dealership project and demanding that the operating agreements for the Hamilton Honda Dealership project be amended to acknowledge that Lia is “the sole meriiber” thereof. (Lia Compl., ¶ 36). Although Saporito signed the 2006 Agreement on November 13,- 2006, he failed and refused to execute the necessary amendments to the operating agreements as required thereunder. (Lia Compl., ¶ 38). On May 19, 2009, defendants opened a sixty-five (65) thousand square-foot Honda automobile dealership (“the Hamilton Honda Dealership”) on a twelve (12)-acre campus in Hamilton, New Jersey. (Lia Compl., ¶¶ 11, 40). According to the Lia parties, defendants have frozen Lia out of the Hamilton Honda Dealership, “depriving [him] of “participation in its ‘sky-rocketing’ growth and withholding his rightful distribution, with millions of dollars invested currently unpaid and with no managerial control.” (Lia Compl., ¶¶ 14, 41-42). The Lia parties contend that Lia invested in excess of ten million dollars ($10,000,-000.00) to purchase the Hamilton Honda Dealership’s underlying real estate and other assets and to fund its development costs and operating expenses. (Lia Compl., ¶¶ 13, 41). B. Procedural History On June 30, 2011, the Lia parties filed a complaint in the Supreme Court of the State of New York, County of Nassau, which Saporito removed to this Court pursuant to this Court’s diversity jurisdiction under 28 U.S.C. § 1332. In their complaint, the Lia parties seek: (1) specific performance of the 2003 and 2006 Agreements (first cause of action); (2) judgment declaring that Lia is (a) the sole owner of the property he acquired, in the name of certain limited liability companies, in relation to the Hamilton Honda Dealership, (b) a seventy-five percent (75%) owner of the Hamilton Honda Dealership and (c) entitled to seventy-five percent (75%), and full managerial control, of the Hamilton Honda Dealership (second cause of action); (3) monetary damages for breach of fiduciary duty (third and fourth causes of action against Saporito only), unjust enrichment (sixth cause of action) and breach of contract (eighth cause of action against Saporito only); (4) imposition pf a constructive trust upon the Hamilton property and related assets, and the revenues of the Hamilton Honda Dealership (fifth cause of action); and (5) an accounting of the Hamilton Honda Dealership’s revenues and expenses since its formation in 2009 (seventh cause of action). Defendants now move pursuant to, inter alia, Rule 12(b)(6) of the Federal Rules of Civil Procedure to dismiss the Lia complaint. II. Discussion A. Rule 12(b)(6) Standard of Review The standard of review on a motion made pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure is that a plaintiff plead sufficient facts “to state a claim for relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 1974, 167 L.Ed.2d 929 (2007). The pleading of specific facts is not required; rather a complaint need only give the defendant “fair notice of what the * * * claim is and the grounds upon which it rests.” Erickson v. Pardus, 551 U.S. 89, 127 S.Ct. 2197, 2200, 167 L.Ed.2d 1081 (2007). “A pleading that offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). “Nor does a complaint suffice if it tenders ‘naked assertion[s]’ devoid of ‘further factual enhancement.’ ” Id. (quoting Twombly, 550 U.S. at 557, 127 S.Ct. 1955). “Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact).” Twombly, 550 U.S. 544, 127 S.Ct. at 1959. The plausibility standard requires “more than a sheer possibility that a defendant has acted unlawfully.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. In deciding a motion pursuant to Rule 12(b)(6), the Court must liberally construe the claims, accept all factual allegations in the complaint as true, and draw all reasonable inferences in favor of the plaintiff. See McGarry v. Pallito, 687 F.3d 505, 510 (2d Cir.2012); Rescuecom Corp. v. Google Inc., 562 F.3d 123, 127 (2d Cir.2009). However, this tenet “is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. 662, 129 S.Ct. at 1949. “While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.” Id. at 1950; see also Ruston v. Town Board for Town of Skaneateles, 610 F.3d 55, 59 (2d Cir.2010) (“A court can choose to begin by identifying pleadings that, because they are no more than conclusions, are not entitled to the assumption of truth.” (quotations and citations omitted)). Nonetheless, a plaintiff is not required to plead “specific evidence or extra facts beyond what is needed to make the claim plausible.” Arista Records, LLC v. Doe 3, 604 F.3d 110, 120-1 (2d Cir.2010); see also Matson v. Board of Education of City School District of New York, 631 F.3d 57, 63 (2d Cir.2011) (“While a complaint need not contain detailed factual allegations, it requires more than an unadorned, the defendant-unlawfully-harmed-me accusation.” (internal quotations and citation omitted)). The Court must limit itself to the facts alleged in the complaint, which are accepted as true; to any documents attached to the complaint as exhibits or incorporated by reference therein; to matters of which judicial notice may be taken; or to documents upon the terms and effect of which the complaint “relies heavily” and which are, thus, rendered “integral” to the complaint. Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir.2002) (citing International Audiotext Network, Inc. v. American Tel. and Tel. Co., 62 F.3d 69, 72 (2d Cir.1995)). Agency determinations and administrative findings are public records of which a court may properly take judicial notice. See, e.g. Radaszewski ex rel. Radaszewski v. Maram, 383 F.3d 599, 600 (7th Cir.2004); Furnari v. Warden, Allenwood Correctional Institute, 218 F.3d 250, 255-56 (3d Cir.2000); Muhammad v. New York City Transit Authority, 450 F.Supp.2d 198, 204-05 (E.D.N.Y.2006); Johnson v. County of Nassau, 411 F.Supp.2d 171, 178 (E.D.N.Y.2006); Thomas v. Westchester County Health Care Corp., 232 F.Supp.2d 273, 277 (S.D.N.Y.2002). B. Timeliness of Claims 1. Choice-of-Law “Where jurisdiction rests upon diversity of citizenship, a federal court sitting in New York must apply the New York choice-of-law rules and statutes of limitations.” Stuart v. American Cyanamid Co., 158 F.3d 622, 626 (2d Cir.1998); see also Forest Park Pictures v. Universal Television Network, Inc., 683 F.3d 424, 433 (2d Cir.2012) (“A federal court sitting in diversity jurisdiction applies the choice of law rules of the forum state.”); Cantor Fitzgerald Inc. v. Lutnick, 313 F.3d 704, 709 (2d Cir.2002) (“[I]n diversity cases state law governs not only the limitations period but also the commencement of the limitations period. * * * . To determine which state’s law applies, a federal court sitting in diversity must apply the conflict-of-laws rules of the state in which the federal court sits.”) “New York courts generally apply New York’s statutes of limitations, even when the injury, giving rise to the action occurred outside New York.” Stuart, 158 F.3d at 627; see also Bulgartabac Holding AD v. Republic of Iraq, 451 Fed.Appx. 9, 10 (2d Cir.2011) (summary order); Daisley v. FedEx Ground Package System, Inc., 376 Fed. Appx. 80, 81 (2d Cir.2010) (summary order). “This general rule, however, is subject to * * * New York’s ‘borrowing’ statute, C.P.L.R. § 202.” Stuart, 158 F.3d at 627. New York’s “borrowing” statute provides that “[a]n action based upon a cause of action accruing without the state cannot be commenced after the expiration of the time limited by the laws of either the state or the place without the state where the cause of action accrued, except that where the cause of action accrued in favor of a resident of the state the time limited by the laws of the state shall apply.” Thus, “[u]nder C.P.L.R. § 202, when a nonresident plaintiff sues upon a cause of action that arose outside of New York, the court must apply the shorter limitations period, including all relevant tolling provisions, of either: (1) New York; or (2) the state where the cause of action accrued,” Stuart, 158 F.3d at 627; see also Muto v. CBS Corp., 668 F.3d 53, 57 (2d Cir.2012) (accord); Cantor Fitzgerald, 313 F.3d at 710 (accord). However, plaintiffs who are residents of the State of New York are “affected only by the New York limitations period.” Braniff Airways, Inc. v. Curtiss-Wright Corp., 424 F.2d 427, 428 (2d Cir. 1970); see also Kilmer v. Flocar, Inc., 212 F.R.D. 66, 70 (N.D.N.Y.2002) (“[WJhile non-New York State residents always face the shorter statute of limitations as between New York and the accrual state, New York State residents are always subject to the New York statute of limitations.”) Since the Lia parties are all residents of the State of New York, (Lia Compl., ¶¶ 1-3), New York’s statutes of limitations apply- 2. Claims for Specific Performance (First Cause of Action) and Breach of Contract (Eighth Cause of Action) The Lia parties’ first cause of action seeking specific performance of the 2003 and 2006 Agreements is a claim for breach of contract governed by the six (6)-year statute of limitations under Section 213(2) of the New York Civil Practice Law and Rules. See Guilbert v. Gardner, 480 F.3d 140, 149 (2d Cir.2007); Hahn Automotive Warehouse, Inc. v. American Zurich Ins. Co., 18 N.Y.3d 765, 770, 944 N.Y.S.2d 742, 967 N.E.2d 1187 (N.Y.2012). Generally, under New York law, a cause of action for breach of contract accrues, and the limitations period begins to run, at the time of the breach, see Guilbert, 480 F.3d at 149; Raine v. RKO General, Inc., 138 F.3d 90, 93 (2d Cir.1998); Hahn Automotive, 18 N.Y.3d at 770, 944 N.Y.S.2d 742, 967 N.E.2d 1187, whether or not the plaintiff was aware of the breach. See Guilbert, 480 F.3d at 149 (“The plaintiff need not be aware of the breach or wrong to start the [limitations] period running.”); Jobim v. Songs of Universal, Inc., 732 F.Supp.2d 407, 422 (S.D.N.Y.2010). “Where a contract does not specify a-date or time for performance, New York law implies a reasonable time period.” Guilbert, 480 F.3d at 149; see also Schmidt v. McKay, 555 F.2d 30, 35 (2d Cir.1977); Savasta v. 470 Newport Associates, 82 N.Y.2d 763, 765, 603 N.Y.S.2d 821, 623 N.E.2d 1171 (N.Y.1993). “What constitutes a reasonable time for performance depends upon the facts and circumstances of the particular case,” Savasta, 82 N.Y.2d at 765, 603 N.Y.S.2d 821, 623 N.E.2d 1171, “including the subject matter of the contract, the situation of the parties, their intention, what they contemplated at the time the contract was made, and the circumstances surrounding performance.” Boehner v. Heise, 734 F.Supp.2d 389, 408 (S.D.N.Y.2010); see also RCN Telecom Services, Inc. v. 202 Centre Street Realty LLC, 156 Fed.Appx. 349, 351 (2d Cir.2005) (summary order); U.S. for Use and Benefit of Falco Const. Corp. v. Summit General Contracting Corp., 760 F.Supp. 1004, 1012 (E.D.N.Y.1991); Teramo & Co., Inc. v. O’Brien-Sheipe Funeral Home, Inc., 283 A.D.2d 635, 636, 725 N.Y.S.2d 87 (2d Dept.2001). “Ordinarily, the question of what is a reasonable time is one for a jury unless the facts are undisputed.” Boehner, 734 F.Supp.2d at 408; see also Tedeschi v. Northland Builders, LLC, 74 A.D.3d 1613, 1614, 904 N.Y.S.2d 786 (3rd Dept. 2010); Lake Steel Erection, Inc. v. Egan, 61 A.D.2d 1125, 1126, 403 N.Y.S.2d 387 (4th Dept.1978). a. Claim for Specific Performance (First Cause of Action) The Lia parties’ allege: (1) that defendants breached the 2003 Agreement by failing to execute the additional formal agreements incorporating that agreement upon American Honda’s issuance of a letter of intent awarding them the open point in September 2004, (Lia Compl., ¶¶ 22-24, 30-31); and (2) that Saporito breached the 2006 Agreement, which he signed on November 13, 2006, by failing to execute the necessary amendments to the operating agreements for the Hamilton Honda Dealership project acknowledging that Lia is “the sole member” thereof, (Lia Compl., ¶¶ 36, 38). Contrary to the Lia parties’ contention, it cannot reasonably be inferred from the allegations in the Lia complaint that defendants’ breaches of the 2003 and/or 2006 Agreements was ongoing or continuing. Unlike the case Kermanshah v. Kermanshah, 580 F.Supp.2d 247 (S.D.N.Y.2008), upon which the Lia parties rely, the Lia parties do not base their claim for specific performance upon defendants’ purported obligation to make distributions to them from the Hamilton Honda Dealership’s profits. (See Lia Compl., ¶¶ 43-50). Rather, the claims for specific performance are based upon the discrete act(s) of defendants in failing to execute “additional formal agreements” and/or amendments to the Hamilton Honda Dealership’s operating agreements upon the Lia parties’ demand. Accordingly, the purported breaches of the 2003 and 2006 Agreements occurred when defendants failed to execute the documents within a reasonable time of the Lia parties’ initial demands therefor. Moreover, the limitations period was not reset every time the Lia parties reiterated their demands that defendants execute the documents purportedly required under the 2003 and 2006 Agreements. Nonetheless, since Saporito did not even sign the 2006 agreement until November 13, 2006, any breach of contract action could not have accrued more than six (6) years prior to the commencement of this action on June 30, 2011. Moreover, although the open point was awarded to defendants in September 2004, approximately six (6) years and nine (9) months prior to the commencement of this action, the date on which the Lia parties demanded performance under the 2003 Agreement is not set forth in the Lia complaint and it cannot be said as a matter of law that nine (9) months or less constitutes an unreasonable time for defendants’ performance of the 2003 Agreement, i.e., within which to execute the additional formal' agreements purportedly required thereunder. Accordingly, the branches of defendants’ motion seeking dismissal of the Lia parties’ first cause of action as time-barred are denied. b. Breach of Contract Claim (Eighth Cause of Action) The Lia parties allege that Saporito failed to pay the entire amount due on “a demand note from N.R. Automotive, Inc. dated October 31, 2002.” (Lia Compl., ¶¶ 91-93). In New York, the statute of limitations for a claim to recover on a promissory note is six (6) years. Morrison v. Zaglool, 88 A.D.3d 856, 858, 931 N.Y.S.2d 82 (2d Dept.2011); Sce v. Ach, 56 A.D.3d 457, 458, 867 N.Y.S.2d 140 (2d Dept.2008); see also Barash v. Siler, 124 Fed.Appx. 689, 690 (2d Cir.2005) (summary order). “A cause of action to recover on a note which is payable on demand accrues at the time of its execution.” Morrison, 88 A.D.3d at 858, 931 N.Y.S.2d 82; see also Parsons & Whittemore Enterprises Corp. v. Schwartz, 387 F.Supp.2d 368, 377 (S.D.N.Y.2005); Phoenix Acquisition Corp. v. Campcore, Inc., 81 N.Y.2d 138, 143, 596 N.Y.S.2d 752, 612 N.E.2d 1219 (N.Y.1993). Partial payment of a prior existing debt does not toll the limitations period unless “there was a payment of a portion of an admitted debt, made and accepted as such, accompanied by circumstances amounting to an absolute and unqualified acknowledgment by the debtor of more being due, from which a promise may be inferred to pay the remainder.” Comerica Bank, N.A. v. Benedict, 39 A.D.3d 456, 457, 833 N.Y.S.2d 588 (2d Dept.2007) (citing Lew Morris Demolition Co. v. Board of Education of City of New York, 40 N.Y.2d 516, 521, 387 N.Y.S.2d 409, 355 N.E.2d 369 (N.Y.1976)); see also Schmidt v. Polish People’s Republic, 742 F.2d 67, 72 (2d Cir.1984) (holding that the statute of limitations “can be tolled only if a debtor pays the creditor under circumstances indicating an unequivocal intention to pay the balance.”) Since the demand note from N.R. Automotive, Inc. to Saporito was executed on October 31, 2002, any claim to recover thereon was required to be commenced on or before October 31, 2008. The Lia parties’ allegation that Saporito made a partial payment on the note on or about December 22, 2008, (Lia Compl., ¶ 92), without more, is insufficient to toll the statute of limitations. Accordingly, the branch of Saporito’s motion. seeking dismissal of the Lia parties’ eighth cause of action as time-barred is granted and the eighth cause of action is dismissed in its entirety with prejudice as time-barred. 3. Claim for Declaratory Judgment (Second Cause of Action) “[W]hen [a] proceeding has been commenced in the form of a declaratory judgment action, for which no specific Statute of Limitations is prescribed [under New York law], ‘it is necessary to examine the substance of that action to identify the relationship out of which the claim arises and the relief sought’ in order to resolve which Statute of Limitations is applicable.” New York City Health and Hospitals Corp. v. McBarnette, 84 N.Y.2d 194, 200-01, 616 N.Y.S.2d 1, 639 N.E.2d 740 (N.Y. 1994) (quoting Solnick v. Whalen, 49 N.Y.2d 224, 229, 425 N.Y.S.2d 68, 401 N.E.2d 190 (N.Y.1980)); see also Kermanshah, 580 F.Supp.2d at 268-69 (“The statute of limitations period for a declaratory judgment action is based on the underlying substantive claims upon which it is premised.”) “Only if there is no other form of proceeding for which a specific limitation period is statutorily provided may the six-year catch-all limitations provided in CPLR 213(1) be invoked.” McBarnette, 84 N.Y.2d at 201, 616 N.Y.S.2d 1, 639 N.E.2d 740 (quotations and citation omitted). “In other words, if the claim could have been made in a form other than an action for a declaratory judgment and the limitations period for an action in that form has already expired, the time for asserting the claim cannot be extended through the simple expedient of denominating the action one for declaratory relief.” McBarnette, 84 N.Y.2d at 201, 616 N.Y.S.2d 1, 639 N.E.2d 740; see also Grosz v. Museum of Modern Art, 772 F.Supp.2d 473, 481 (S.D.N.Y.2010), aff'd, 403 Fed.Appx. 575 (2d Cir.2010). cert. denied, — U.S. -, 132 S.Ct. 102, 181 L.Ed.2d 30 (2011). In their second claim for relief, the Lia parties seek judgment declaring: (a) Lia’s interest in certain real and personal property, (Lia Compl., ¶¶ 54-64); and (b) that Lia is a seventy-five percent (75%) owner, and is entitled to seventy-five percent (75%) of the profits and full managerial control, of the Hamilton Honda Dealership, (Lia Compl., ¶¶ 65-66). Contrary to defendants’ contention, such claims do not seek monetary relief, (Arm-stead Mem., at 18; Saporito Mem., at 9), such that a three (3)-year statute of limitations would apply. Rather, the underlying substance of the Lia parties’ declaratory judgment claim is defendants’ alleged breaches of the 2003 and 2006 Agreements. As such, the declaratory judgment claim is governed by the six (6)-year statute of limitations period applicable to the Lia parties’ breach of contract claims and, for the reasons set forth above, is not time-barred. Accordingly, the branches of defendants’ motions seeking dismissal of the Lia parties’ declaratory judgment claim (second claim for relief) as time-barred are denied. 4. Breach of Fiduciary Duty Claims (Third and Fourth Causes of Action) In their third and fourth causes of action, respectively, the Lia parties seek monetary damages against Saporito, (Compl., at pp. 17-18), alleging: (1) that Saporito breached his fiduciary obligations to Lia by, inter alia, “failing] and refusing] to perform under the 2003 and 2006 Agreements and [retaining] Lia’s multi-million dollar capital investment in the [Hamilton Honda Dealership] project,” (Lia Compl., ¶ 69); and (2) that Saporito breached his fiduciary duty to Mobile Management, LLC by pursuing “other potentially competing dealerships while he was still receiving executive compensation from Mobile Management, LLC * * (Lia Compl., ¶ 73). “New York law does not provide a single statute of limitations for breach of fiduciary claims. Rather, the choice of the applicable limitations period depends on the substantive remedy that the plaintiff seeks.” IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132, 139, 879 N.Y.S.2d 355, 907 N.E.2d 268 (N.Y.2009); see also Independent Order of Foresters v. Donald. Lufkin & Jenrette, Inc., 157 F.3d 933, 942 (2d Cir.1998). “Where the remedy sought is purely monetary in nature * * * a three-year limitations period [applies].” IDT Corp., 12 N.Y.3d at 139, 879 N.Y.S.2d 355, 907 N.E.2d 268; see also Independent Order of Foresters, 157 F.3d at 942; Cooper v. Parsky, 140 F.3d 433, 440-41 (2d Cir.1998). However, where the relief sought is equitable in nature, or where an allegation of fraud is essential to a breach of fiduciary duty claim, a six (6)-year limitations period applies. IDT Corp., 12 N.Y.3d at 139, 879 N.Y.S.2d 355, 907 N.E.2d 268; see also Cooper, 140 F.3d at 440-41; Valentini v. Citigroup, Inc., 837 F.Supp.2d 304, 326 (S.D.N.Y.2011); In re General Vision Services, Inc., 423 B.R. 790, 793 (S.D.N.Y. 2010). Since the relief sought by the Lia parties on their breach of fiduciary claims is monetary, and those claims are not based upon allegations of actual fraud, a three (3)-year statute of limitations applies to those claims. With respect to the Lia parties’ claim that Saporito breached his fiduciary duty to Mobile Management, LLC by pursuing “other potentially competing dealerships while he was still receiving executive compensation from Mobile Management, LLC * * * ” (fourth claim for relief) (Lia Compl., ¶ 73), the Lia complaint alleges that Lia learned of Saporito’s pursuit of such dealerships in early November 2006. (Lia Compl., ¶ 36). In any event, the latest that that cause of action could have accrued is January 31, 2007, when Saporito’s employment was terminated. (Lia Compl., ¶¶ 9, 39, 73). Since this action was not commenced until June 30, 2011, the Lia parties’ fourth claim for relief is time-barred. Accordingly, the branch of Saporito’s motion seeking dismissal of the Lia parties’ fourth cause of action as time-barred is granted and that claim is dismissed as time-barred. With respect to the Lia parties’ claim that Saporito breached his fiduciary obligations to Lia by failing and refusing to perform under the 2003 Agreement, Saporito’s purported obligation to execute additional formal agreements thereunder arose upon American Honda’s issuance of the letter of intent in September 2004. Thus, the Lia parties’ breach of fiduciary claim based upon the failure to perform under the 2003 Agreement should have been commenced on or before September 2007, or within a reasonable time thereafter. See, e.g. Guilbert, 480 F.3d at 149; Savasta, 82 N.Y.2d at 765, 603 N.Y.S.2d 821, 623 N.E.2d 1171. As a matter of law, three (3) years and nine (9) months is not a reasonable time for performance of the 2003 Agreement, i.e., for defendants to execute the additional documents purportedly required thereunder. In any event, the latest that that claim could have accrued was in early November 2006, when Saporito purportedly signed the 2006 Agreement “reaffirming his * * * obligations under the 2003 Agreement,” (Lia Compl., ¶ 36). Thus, any breach of fiduciary claim based upon Saporito’s failure to execute the documents purportedly required under the 2003 Agreement was time-barred as of November 2009. Accordingly, the branch of Saporito’s motion seeking dismissal of the Lia parties’ third cause of action as time-barred is granted to the extent that that claim is based upon Saporito’s failure to perform under the 2003 Agreement, and so much of that claim is dismissed as time-barred. With respect to the Lia parties’ claim that Saporito breached his fiduciary obligations to Lia by failing and refusing to perform under the 2006 Agreement, the Lia parties allege that shortly after Saporito signed the 2006 Agreement on November 13, 2006, Lia’s attorney requested that Saporito’s attorney draft the amendments purportedly required thereunder and that Saporito failed and refused to do so. (Lia Compl., ¶ 38). Accordingly, the Lia parties’ breach of fiduciary claim based upon Saporito’s failure to perform under the 2006 Agreement should have been commenced in or around November 2009, or within a reasonable time thereafter. As a matter of law, nineteen (19) months does not constitute a reasonable time for performance of the 2006 Agreement, i.e., for execution of the amendments to the operating agreements purportedly required thereunder. Accordingly, the branch of Saporito’s motion seeking dismissal of the Lia parties’ third cause of action as time-barred is granted to the extent that that claim is based upon Saporito’s failure to perform under the 2006 Agreement, and so much of that claim is dismissed as time-barred. However, with respect to the Lia parties’ claim that Saporito breached his fiduciary duty by retaining Lia’s “multimillion dollar capital investment in the [Hamilton Honda Dealership] project,” (Lia Compl., ¶ 69), and failing to pay Lia “his rightful share in the profits of [the] Hamilton Honda [Dealership] since May 2009,” (Lia Compl., ¶ 70), that claim did not accrue until the Hamilton Honda Dealership was opened in May 2009. Accordingly, the branch of Saporito’s motion seeking dismissal of the Lia parties’ third cause of action as time-barred is denied to the extent that that claim is based upon Saporito’s purported retention of Lia’s capital investment in the Hamilton Honda Dealership project. 5. Constructive Trust and Unjust Enrichment Claims (Fifth and Sixth Causes of Action) a. Constructive Trust Claim (Fifth Cause of Action) “Since a cause of action for a constructive trust is one for which no limitation is specifically prescribed by law, it is governed by New York’s six-year statute of limitations, N.Y. Civ. Prac. Law and Rules (CPLR) 213(1) * * * and runs from the occurrence of the wrongful act or event which creates a duty of restitution.” Dolmetta v. Uintah National Corp., 712 F.2d 15, 18 (2d Cir.1983) (quotations omitted); see also Reale v. Reale, 485 F.Supp.2d 247, 252 (W.D.N.Y.2007); Bausch & Lomb Inc. v. Alcon Laboratories, Inc., 64 F.Supp.2d 233, 251 (W.D.N.Y.1999). Generally, the date of the “wrongful act” “is the date that the party holding legal title takes- some action that is inconsistent with the promise he made to the transferor.” Reale, 485 F.Supp.2d at 252. The Lia parties seek to impose a constructive trust upon the Hamilton Property, assets, revenues, etc. “pending repayment of [Lia’s] capital contributions,” claimed to be in the amount of approximately nine million dollars ($9,000,000.00), (Lia Compl., If 82), on the basis that defendants have “frozen [Lia] out, withheld his contractual distributions and failed to repay his capital investment.” (Lia Compl., ¶ 79). Accordingly, the purported wrongful acts of defendants could not have occurred prior to the opening of the Hamilton Honda Dealership on May 19, 2009. Therefore, the branches of defendants’ motions seeking dismissal of the Lia parties’ constructive trust claim (fifth cause of action) as time-barred are denied. b. Unjust Enrichment Claim (Sixth Cause of Action) In New York, unjust enrichment claims seeking equitable relief are governed by a six (6)-year statute of limitations.” Cohen v. Cohen, 773 F.Supp.2d 373, 396-97 (S.D.N.Y.2011) (alterations, quotations and citations omitted); see also State Farm, Mut. Auto. Ins. Co. v. Rabiner, 749 F.Supp.2d 94, 103-04 (E.D.N.Y. 2010); Jermyn v. Best Buy Stores, L.P., 256 F.R.D. 418, 430-31 (S.D.N.Y.2009), whereas unjust enrichment claims seeking monetary damages are governed by the three. (3)-year statute of limitations under Section 214(3) of the New York Civil Practice Law and Rules. See, e.g. Kermanshah, 580 F.Supp.2d at 263; Grynberg v. Eni S.p.A., No. 06 Civ. 6495, 2007 WL 2584727, at *3 (S.D.N.Y. Sept. 5, 2007); Ingrami v. Rovner, 45 A.D.3d 806, 808, 847 N.Y.S.2d 132 (2d Dept.2007). Regardless of the applicable limitations period, the period “begins to run upon the occurrence of the wrongful act giving rise to a duty of restitution,” Cohen, 773 F.Supp.2d at 396; see also Kermanshah, 580 F.Supp.2d at 263, or “when a defendant accepts the benefits bestowed upon him * * L.I. Head Start Child Development Services, Inc. v. Economic Opportunity Commission of Nassau County, Inc., 558 F.Supp.2d 378, 409 (E.D.N.Y.2008). The Lia parties seek monetary-damages against defendants claiming that defendants have been unjustly enriched by the value of the entire Hamilton Honda Dealership since they could not have obtained that dealership without Lia’s capital investment, and in the amount of all profits and distributions from that dealership that have been wrongfully withheld firom him. (Lia Compl., ¶¶ 84-5). Since the relief sought by the Lia parties on their unjust enrichment claim is not equitable in nature, the three (3)-year limitations period applies. Nonetheless, since the Hamilton Honda Dealership did not open until May 19, 2009, defendants could not have wrongfully acted, i.e., withheld from Lia the distributions and profits therefrom, until after that date. Accordingly, the branches of defendants’ motions seeking dismissal of the Lia parties’ unjust enrichment claim (sixth claim for relief) as time-barred are denied. 6. Accounting Claim (Seventh Cause of Action) In New York, the six (6)-year limitations period set forth in Section 213(1) of the New York Civil Practice Law and Rules is generally applicable to accounting claims. See Klein v. Bower, 421 F.2d 338, 344 (2d Cir.1970); Kermanshah, 580 F.Supp.2d at 269. Since the retention of profits and distributions is a continuing wrong, a cause of action for an accounting is timely so long as it pertains to acts or omissions occurring within the six (6)-year period preceding the commencement of the action. Since, as noted above, the Hamilton Honda Dealership was opened on May 19, 2009, well within the six (6)-year limitations period, the Lia parties’ accounting claim is timely. Accordingly, the branches of defendants’ motions seeking dismissal of the Lia parties’ accounting claim (seventh claim for relief) as time-barred are denied. C. Sufficiency of Claims 1. Specific Performance Claim (First Cause of Action) Specific performance of a contract is an equitable remedy. See Edge Group WAICCS LLC v. Sapir Group LLC, 705 F.Supp.2d 304, 312 (S.D.N.Y.2010); DiPilato v. 7-Eleven, Inc., 662 F.Supp.2d 333, 345 (S.D.N.Y.2009). In order to be entitled to specific performance under New York law, the plaintiff must demonstrate: (1) that a valid contract exists between the parties; (2) that the plaintiff has substantially performed its obligations under the contract and is willing and able to perform its remaining obligations thereunder; (3) that the defendant is able to perform its obligations under the contract; and (4) that the plaintiff has no adequate remedy at law. See Nemer Jeep-Eagle, Inc. v. Jeep-Eagle Sales Corp., 992 F.2d 430, 433 (2d Cir.1993); RJE Corp. v. Northville Industries Corp., 198 F.Supp.2d 249, 270 (E.D.N.Y.2002), aff'd, 329 F.3d 310 (2d Cir.2003); Edge Group, 705 F.Supp.2d at 312; DiPilato, 662 F.Supp.2d at 345. In determining whether the plaintiff has an adequate remedy at law, “the guiding consideration is the difficulty of proving damages with reasonable certainty.” Edge Group, 705 F.Supp.2d at 313 (quotations and citation omitted); see also Sokoloff v. Harriman Estates Development Corp., 96 N.Y.2d 409, 415, 729 N.Y.S.2d 425, 754 N.E.2d 184 (N.Y.2001) (“In determining whether money damages would be an adequate remedy, a trial court must consider, among other factors, the difficulty of proving damages with reasonable certainty and of procuring a suitable substitute performance with a damages award.”); Barton Group, Inc. v. NCR Corp., 796 F.Supp.2d 473, 502 (S.D.N.Y. 2011), aff'd, 476 Fed.Appx. 275 (2d Cir. 2012) (accord). “[Generally, the courts look to the specific circumstances of the case to determine whether there is a sufficiently reliable means of measuring value for purposes of awarding contract damages.” Edge Group, 705 F.Supp.2d at 313-14. Ordinarily, the issue of whether damages would adequately compensate a plaintiff is inappropriate for resolution on a motion to dismiss the complaint. See, e.g. Sokoloff, 96 N.Y.2d at 415, 729 N.Y.S.2d 425, 754 N.E.2d 184. Contrary to defendants’ contentions, the allegations in the complaint are sufficient at the pleadings stage to state a claim for specific performance of the 2003 and 2006 Agreements. Accordingly, the branches of defendants’ motions seeking dismissal of the Lia parties’ first cause of action for failure to state a claim for relief are denied. 2. Declaratory Judgment Claim (Second Cause of Action) Armstead contends that the Lia parties’ declaratory judgment claim must be dismissed pursuant to N.Y. C.P.L.R. § 3017(b) because they “have failed to set forth with specificity the rights and other legal relations of the parties on which a declaration is requested.” (Armstead Mem., at 19). Section 3017(b) of the New York Civil Practice Law and Rules provides, in relevant part, that “[i]n an action for a declaratory judgment, the demand for relief in the complaint shall specify the rights and other legal relations on which a declaration is requested * * “The sole consideration in determining a pre-answer motion to dismiss a declaratory judgment action is whether a cause of action for declaratory relief is set forth, not whether the plaintiff is entitled to a favorable declaration.” Palm v. Tuckahoe Union Free School District, 95 A.D.3d 1087, 1089, 944 N.Y.S.2d 291 (2d Dept.2012) (alterations, quotations and citation omitted); see also State Farm Mutual Automobile Ins. Co. v. Anikeyeva, 89 A.D.3d 1009, 1010-11, 934 N.Y.S.2d 196 (2d Dept.2011); Matter of Tilcon New York, Inc. v. Town of Poughkeepsie, 87 A.D.3d 1148, 1150, 930 N.Y.S.2d 34 (2d Dept.2011). “Therefore, the allegations must demonstrate the existence of a bona fide justiciable controversy * * *, defined as a real dispute between adverse parties, involving substantial legal interests for which a declaration of rights will have some practical effect.” Palm, 95 A.D.3d at 1089, 944 N.Y.S.2d 291 (quotations and citations omitted); see also Rabiner, 749 F.Supp.2d at 102 (“To state a claim for a declaratory judgment, a plaintiff must allege that there is a substantial controversy, between the parties having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory judgment.”); Metropolis Seaport Associates, L.P. v. South Street Seaport Corp., 253 A.D.2d 663, 664, 678 N.Y.S.2d 317 (1st Dept.1998) (holding that the plaintiffs cause of action for declaratory relief “was properly sustained since the allegations of the complaint sufficiently set forth a bona fide justiciable controversy, the resolution of which may entail a declaration of the parties’ rights and obligations.”) “The remedy of a declaratory judgment is proper when the pleadings and affidavits submitted state a real controversy involving substantial legal interests, and it has been shown that a declaratory judgment would be useful.” Reliance Ins. Co. of New York v. Garsart Building Corp., 122 A.D.2d 128, 131, 505 N.Y.S.2d 160 (2d Dept.1986); see also Anikeyeva, 89 A.D.3d at 1011, 934 N.Y.S.2d 196 (“[W]here a cause of action is sufficient to invoke the court’s power to render a declaratory judgment ... as to the rights and other legal relations of the parties to a justiciable controversy, * * * a motion to dismiss that cause of action should be denied.” (quotations and citations omitted)); Tilcon New York, 87 A.D.3d at 1150, 930 N.Y.S.2d 34 (accord). In their complaint, the Lia parties allege, inter alia, that Lia purchased the East Windsor Property in compliance with American Honda’s property requirements for the open point, (Lia Compl., ¶ 25); that Lia purchased the EW Liquor license upon American Honda’s rejection of the East Windsor Property in order to otherwise enhance the East Windsor Property, (Lia Compl., ¶ 28); that Lia purchased the Hamilton Property upon which the Hamilton Honda Dealership was ultimately built; that Lia purchased, through certain limited liability companies, real property contiguous to the Hamilton Property “pursuant to the 2003 Agreement,” (Lia Compl., ¶ 28), which the Lia parties refer to as Hamilton Honda’s “related assets”; and that Saporito improperly transferred a mortgage encumbering the Hamilton Honda Dealership’s property to the contiguous property referred to as the “Frank’s Nursery Property,” (Lia Compl., ¶ 35). Thus, the allegations in the Lia complaint are sufficient at the pleadings stage to state the existence of a bona fide justiciable controversy, i.e., a real dispute between the Lia parties and defendants involving substantial legal interests in real and personal property for which a declaration of rights will have some practical effect. Accordingly, the branch of Armstead’s motion seeking dismissal of the Lia parties’ declaratory judgment claim (second claim for relief) for failure to state a claim for relief is denied. 3. Breach of Fiduciary Duty Claim (Third Cause of Action) To state a cause of action to recover damages for breach of fiduciary duty under New York law, a plaintiff must allege: “(1) the existence of a fiduciary relationship, (2) misconduct by the defendant, and (3) damages directly caused by the defendant’s misconduct.” Parekh v. Cain, 96 A.D.3d 812, 816, 948 N.Y.S.2d 72 (2d Dept.2012) (quoting Rut v. Young Adult Institute, Inc., 74 A.D.3d 776, 777, 901 N.Y.S.2d 715 (2d Dept.2010)); see also Manhattan Motorcars, Inc. v. Automobili Lamborghini, S.p.A., 244 F.R.D. 204, 214 (S.D.N.Y.2007). A cause of action seeking damages for breach of fiduciary duty must be pleaded with particularity pursuant to Section 3016(b) of the New York Civil Practice Law and Rules, Parekh, 96 A.D.3d at 816, 948 N.Y.S.2d 72, i.e., “the circumstances constituting the wrong [must] be stated in detail.” N.Y. C.P.L.R. § 3016(b). In New York, “a fiduciary relationship embraces not only those the law has long adopted * * * but also more informal relationships where it can be readily seen that one party reasonably trusted another.” Brass v. American Film Technologies, Inc., 987 F.2d 142, 150 (2d Cir. 1993). “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.” St. John’s University, New York v. Bolton, 757 F.Supp.2d 144, 166 (E.D.N.Y.2010); see also Oddo Asset Management v. Barclays Bank PLC, 19 N.Y.3d 584, 592-93, 950 N.Y.S.2d 325, 973 N.E.2d 735 (N.Y.2012), rears. denied 19 N.Y.3d 1065, 955 N.Y.S.2d 542, 979 N.E.2d 801 (2012); EBC I, Inc. v. Goldman Sachs & Co., 5 N.Y.3d 11, 19, 799 N.Y.S.2d 170, 832 N.E.2d 26 (N.Y.2005). “In New York, the existence of a fiduciary relationship is determined on a case-by-case basis,” St. John’s University, 757 F.Supp.2d at 166 (quoting Mandelblatt v. Devon Stores, Inc., 132 A.D.2d 162, 168, 521 N.Y.S.2d 672 (1st Dept 1987)); see also Barbagallo v. Marcum LLP, 820 F.Supp.2d 429, 446 (E.D.N.Y.2011), and “requires a fact-specific inquiry implicating all the circumstances and conduct relevant to understanding the parties’ relationship.” St. John’s University, 757 F.Supp.2d at 166; see also Oddo Asset Management, 19 N.Y.3d at 593, 950 N.Y.S.2d 325, 973 N.E.2d 735, EBC I, 5 N.Y.3d at 19, 799 N.Y.S.2d 170, 832 N.E.2d 26. There are four (4) elements “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.” St. John’s University, 757 F.Supp.2d at 166; see also Barbagallo, 820 F.Supp.2d at 446; Manhattan Motorcars, 244 F.R.D. at 214-15; Atlantis Information Technology, GmbH v. CA Inc., 485 F.Supp.2d 224, 231 (E.D.N.Y.2007); Osan Ltd. v. Accenture LLP, 454 F.Supp.2d 46, 56-7 (E.D.N.Y.2006). “Who is the ‘stronger’ and who is the Veaker’ party depends on the context of the particular issue in question.” Barbagallo, 820 F.Supp.2d at 446. “At the heart of the fiduciary relationship lies reliance, and de facto control and dominance.” Krys v. Butt, 486 Fed.Appx. 153, 155 (2d Cir.2012) (summary order). “Where 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.” St. John’s University, 757 F.Supp.2d at 166 (quotations, alterations and citations omitted); see also EBC I, 5 N.Y.3d at 19-20, 799 N.Y.S.2d 170, 832 N.E.2d 26. “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 v. Lazard Freres & Co., 241 A.D.2d 114, 672 N.Y.S.2d 8, 14 (1st Dept.1998); see also St. John’s University, 757 F.Supp.2d at 167; Henneberry v. Sumitomo Corp. of America, 415 F.Supp.2d 423, 459 (S.D.N.Y. 2006). The Lia parties allege that “[t]he professional relationship cultivated over seven years of working for Lia in positions of increasing trust and responsibility established in Saporito a fiduciary duty of loyalty to Lia with respect to the dealerships he was managing, the [Hamilton Honda Dealership] Project, and the AHMC franchise that ultimately became Hamilton Honda.” (Lia Compl., ¶ 68). However, there are no factual allegations in the Lia complaint from which it may plausibly be inferred, inter alia, that Lia was ever in a position vulnerable to Saporito, i.e., that Saporito’s position vis-a-vis the Hamilton Honda Dealership project was stronger than Lia’s; that Saporito had superior expertise or knowledge relative to the Hamilton Honda Dealership project upon which Lia relied; that Saporito engaged in any misconduct with respect to the dealerships he managed while employed by Lia; or that Lia sustained any damages resulting from any misconduct by Saporito during his employment with Lia. Accordingly, the allegations in the Lia complaint are insufficient to demonstrate the existence of a fiduciary relationship between Saporito and Lia. Therefore, the branch of Saporito’s motion seeking dismissal of the Lia parties’ third cause of action for failure to state a claim for relief is granted and the Lia parties’ third cause of action is dismissed in its entirety with prejudice. 4. Constructive Trust Claim (Fifth Cause of Action) Generally, under New York law, “a constructive trust may be imposed when property has been acquired in such circumstances that the holder of the legal title may not in good conscience retain the beneficial interest.” Sharp v. Kosmalski, 40 N.Y.2d 119, 121, 386 N.Y.S.2d 72, 351 N.E.2d 721 (N.Y.1976) (quotations, alterations and citations omitted). Ordinarily, a plaintiff must demonstrate the following four (4) requirements for the imposition of a constructive trust: “(1) a confidential or fiduciary relation, (2) a promise, (3) a transfer in reliance thereon and (4) unjust enrichment.” Sharp, 40 N.Y.2d at 121, 386 N.Y.S.2d 72, 351 N.E.2d 721; see also Counihan v. Allstate Ins. Co., 194 F.3d 357, 361-62 (2d Cir.1999); In re Koreag, Controle et Revision S.A., 961 F.2d 341, 352 (2d Cir.1992); Rogers v. Rogers, 63 N.Y.2d 582, 586, 483 N.Y.S.2d 976, 473 N.E.2d 226 (N.Y.1984) (“A constructive trust may be imposed in favor of one who transfers property in reliance on a promise originating in a confidential relationship where the transfer results in the unjust enrichment of the holder.”) However, “the New York Courts do not insist that a constructive trust must fit within the framework of th[o]se elements,” Counihan, 194 F.3d at 362, because “[a] constructive trust is an equitable remedy, necessarily flexible to accomplish its purpose.” Id., at 360; see also In re Koreag, 961 F.2d at 352 (“Although the[ ] [four factors] provide important guideposts, the constructive trust doctrine is equitable in nature and should not be rigidly limited.” (quotations and citations omitted)). “What the New York courts do insist upon is a showing that property is held under circumstances that render unconscionable and inequitable the continued holding of the property and that the remedy is essential to prevent unjust enrichment.” Counihan, 194 F.3d at 362; see also In re First Central Financial Corp., 377 F.3d 209, 212 (2d Cir.2004) (holding that the unjust enrichment element “is the most important since the purpose of the constructive trust is prevention of unjust enrichment.” (quotations and citation omitted)). “A person may be deemed to be unjustly enriched if he (or she) has received a benefit, the retention of which would be unjust.” Sharp, 40 N.Y.2d at 123, 386 N.Y.S.2d 72, 351 N.E.2d 721; see also Counihan, 194 F.3d at 361 (“Unjust enrichment results when a person retains a benefit which, under the circumstances of the transfer and considering the relationship of the parties, it would be inequitable to retain.”) “A conclusion that one has been unjustly enriched is essentially a legal inference drawn from the circumstances surrounding the transfer of property and the relationship of the parties * * * [and] reached through the application of principles of equity.” Sharp, 40 N.Y.2d at 123, 386 N.Y.S.2d 72, 351 N.E.2d 721; see also In re First Central, 377 F.3d at 213; Counihan, 194 F.3d at 361. Although the purpose of a constructive trust is to prevent unjust enrichment, see Simonds v. Simonds, 45 N.Y.2d 233, 241, 408 N.Y.S.2d 359, 380 N.E.2d 189 (N.Y.1978), “unjust enrichment does not necessarily implicate the performance of a wrongful act.” Counihan, 194 F.3d at 361; see also In re Koreag, 961 F.2d at 354 (“[T]he key-factor is unjust enrichment, not willfully wrongful conduct.”); Simonds, 45 N.Y.2d at 242, 408 N.Y.S.2d 359, 380 N.E.2d 189 (“Unjust enrichment * * * does not require the performance of any wrongful act by the one enriched.”) “What is necessary is that the court identify a party who is holding property under such circumstances that' in equity and good conscience he ought not to retain it.” Counihan, 194 F.3d at 361 (quotations and citation omitted); see also Simonds, 45 N.Y.2d at 242, 408 N.Y.S.2d 359, 380 N.E.2d 189. “Equity is the essential component with which a court must concern itself.” Counihan, 194 F.3d at 361; see also In re Ades and Berg Group Investors, 550 F.3d 240, 245 (2d Cir.2008) (“[Ejquity and good conscience are the fundamental requirements for imposition of a constructive trust.” (quotations, alterations and citation omitted)). “[T]he lack of a fiduciary relationship does not defeat the imposition of a constructive trust.” Counihan, 194 F.3d at 362; see also In re Koreag, 961 F.2d at 353-55 (“Although a fiduciary relationship is one of the factors cited by New York courts, the absence of any one factor will not itself defeat the imposition of a constructive trust when otherwise required by equity. * * * New York courts have at times dispensed with one or more of the[ ] requirements.”). Moreover, the requisite promise need not be express and “may be implied or inferred from the very transaction itself.” Sharp, 40 N.Y.2d at 122, 386 N.Y.S.2d 72, 351 NE.2d 721; see also In re Ades and Berg, 550 F.3d at 245; Counihan, 194 F.3d at 362. Contrary to Armstead’s contention, the fact that the Lia parties never had any legal interest in the property upon which they seek to impose a constructive trust is not fatal to their constructive trust claim. “New York courts have deemed the transfer element satisfied where funds, time and effort were contributed to in reliance on a promise to share in some interest in property, even though no transfer actually occurred.” Reyes v. Reyes, No. 11-cv-2536, 2012 WL 4058037, at *11 (E.D.N.Y. Sept. 14, 2012) (quoting Moak v. Raynor, 28 A.D.3d 900, 902, 814 N.Y.S.2d 289 (3rd Dept.2006)); see also Augur v. Augur, 90 A.D.3d 1111, 1113, 933 N.Y.S.2d 454 (3rd Dept.2011); Marini v. Lombardo, 79 A.D.3d 932, 934, 912 N.Y.S.2d 693 (2d Dept.2010). Accordingly, the' branch of Armstead’s motion seeking dismissal of the Lia parties’ constructive trust claim (fifth claim for relief) for failure to state a claim for relief is denied. 5. Unclean Hands Defendants contend, however, that the Lia parties’ .unjust enrichment, constructive trust and accounting claims are barred by the doctrine of unclean hands because Lia has given testimony to a New Jersey tribunal that is inconsistent with the Lia parties’ allegations in this action. The equitable maxim that “he who comes into equity must come with clean hands,” Precision Instrument Manufacturing Co. v. Automotive Maintenance Machinery Co., 324 U.S. 806, 814, 65 S.Ct. 993, 89 L.Ed. 1381 (1945) (quotations and citation omitted); PenneCom B.V. v. Merrill Lynch & Co., Inc., 372 F.3d 488, 493 (2d Cir.2004), “closes the doors of a court of equity to one tainted with inequitableness or bad faith relative to the matter in which he seeks relief*' * *.” Precision Instrument, 324 U.S. at 814, 65 S.Ct. 993; see also Motorola Credit Corp. v. Uzan, 561 F.3d 123, 128-29 (2d Cir. 2009). Thus, if established, the doctrine of unclean hands bars a claim seeking equitable relief, such as an unjust enrichment or constructive trust claim. Columbo v. Columbo, 50 A.D.3d 617, 619, 856 N.Y.S.2d 159 (2d Dept.2008) (“A party seeking an equitable remedy must not have unclean hands.”); see, e.g. 1133 Taconic, LLC v. Lartrym Services, Inc., 85 A.D.3d 992, 993, 925 N.Y.S.2d 840 (2d Dept.2011) (unjust enrichment claim); Dolny v. Borck, 61 A.D.3d 817, 817, 877 N.Y.S.2d 223 (2d Dept.2009) (constructive trust claim). In New York, the doctrine of unclean hands requires a defendant to prove (1) that the plaintiff is guilty of immoral, unconscionable conduct directly related to the subject matter in litigation; (2) that the conduct was relied upon by the defendant; and (3) that the defendant was injured thereby. Hettinger v. Kleinman, 733 F.Supp.2d 421, 446 (S.D.N.Y.2010); see also PenneCom, 372 F.3d at 493; MBIA Ins. Corp. v. Patriarch Partners VIII, LLC, 842 F.Supp.2d 682, 712 (S.D.N.Y.2012); Sheehy v. New Century Mortgage Corp., 690 F.Supp.2d 51, 68-9 (E.D.N.Y.2010); National Distillers & Chemical Corp. v. Seyopp Corp., 17 N.Y.2d 12, 15-6, 267 N.Y.S.2d 193, 214 N.E.2d 361 (N.Y.1966). Defendants’ failure to allege that they relied upon, or were injured in any way, by any unconscionable conduct on the part of the Lia parties relating to the subject matter of this litigation is fatal to their unclean hands defense. Accordingly, the branches of defendants’ motions seeking dismissal of the Lia parties’ unjust enrichment, constructive trust and accounting claims based upon the doctrine of unclean hands are denied. D. Judicial Estoppel Defendants contend that the Lia parties’ claims are barred by the doctrine of judicial estoppel because they advanced positions in a prior administrative proceeding that are inconsistent with those they advance in this case. “[J]udicial estoppel is an equitable doctrine invoked by a court at its discretion.” New Hampshire v. Maine, 532 U.S. 742, 750, 121 S.Ct. 1808, 149 L.Ed.2d 968 (2001); see also Intellivision v. Microsoft Corp., 484 Fed.Appx. 616, 618-19 (2d Cir.2012) (summary order). The doctrine “prevents a party from asserting a factual position clearly inconsistent with a position previously advanced by that party and adopted by the court in some manner.” Republic of Ecuador v. Chevron Corp., 638 F.3d 384, 397 (2d Cir. 2011) (quotations, alterations and citation omitted); see also New Hampshire, 532 U.S. at 749, 121 S.Ct. 1808 (“Where a party assumes a certain position in a legal proceeding, and succeeds in maintaining that position, he may not thereafter, simply because his interests have changed, assume a contrary position, especially if it be to the prejudice of the party who has acquiesced in the position formerly taken by him.” (quotations and citation omitted)). Typically, the doctrine will apply if: “1) a party’s later position is clearly inconsistent with its earlier position; 2) the party’s former position has been adopted in some way by the court in the earlier proceeding; and 3) the party asserting the two positions would derive an unfair advantage against the party seeking estoppel.” DeRosa v. National Envelope Corp., 595 F.3d 99, 103 (2d Cir.2010) (internal quotations and citation omitted); see also New Hampshire, 532 U.S. at 750, 121 S.Ct. 1808; In re Adelphia Recovery Trust, 634 F.3d 678, 695-96 (2d Cir.2011) (accord). “Because the doctrine is primarily concerned with protecting the judicial process, relief is granted only when the risk of inconsistent results with its impact on judicial integrity is certain.” Republic of Ecuador, 638 F.3d at 397; see also In re Adelphia Recovery Trust 634 F.3d at 696 (accord); DeRosa, 595 F.3d at 103 (accord). “This latter requirement means that judicial estoppel may only apply where the earlier tribunal accepted the accuracy of the litigant’s statements.” In re Adelphia Recovery Trust, 634 F.3d at 696; see also Reed Elsevier, Inc. v. Muchnick, 559 U.S. 154, 130 S.Ct. 1237, 1249, 176 L.Ed.2d 18 (2010) (holding that judicial estoppel “typically applies when, among other things, a party has succeeded in persuading a court to accept that party’s earlier position, so that judicial acceptance of an inconsistent position in a later proceeding would create the perception that either the first or the second court was misled.” (quotations and citation omitted)). “The purpose of judicial estoppel is to protect the integrity of the judicial process by prohibiting parties from deliberately changing positions according to the exigencies of the moment,” Republic of Ecuador, 638 F.3d at 397 (quotations and citation omitted); see also New Hampshire, 532 U.S. at 749-50, 121 S.Ct. 1808,