Full opinion text
OPINION AND ORDER SCHEINDLIN, District Judge: Plaintiff Union Carbide Corporation (“UCC”), both individually and as successor in interest to and on behalf of Seadrift Polypropylene Company (“Seadrift”), has sued 17 defendants on various grounds. Generally, the Complaint alleges violations of the antitrust laws, as well as various common law claims relating to certain defendants’ alleged breach of agreements between them and UCC. The defendants are aligned in three groups, and each group has moved to dismiss portions of the Complaint. The groups are as follows. “Shell/Montell” refers to defendants Montell N.V.; Montell Polyolefins; Montell North America Inc.; Montell USA Inc.; and Montell Finance USA, Inc. (the “Montell” defendants), as well as Royal Dutch Petroleum Company; The Shell Transport and Trading Company, p.l.c.; Shell Petroleum N.V.; The Shell Petroleum Company Ltd.; Shell Petroleum Inc.; Shell International Chemical Company Ltd.; Shell Internationale Research Maatschappij B.V. (“SIRM”); and Shell Canada Ltd. (the “Shell” defendants). The Shell/Montell defendants submitted joint briefs on the motion. Shell Oil Company (“SOC”) and Shell Polypropylene Company (“SPC”) joined in the briefing of this motion. Finally, defendants Montedison S.p.A. (“Montedison”) and Technipol S.r.L. (“Technipol”) submitted joint briefs. The relationships among these companies are detailed in ¶¶7-24 of the Complaint. This Opinion addresses these relationships only to the extent necessary to resolve the motions to dismiss. I. Standard, for Deciding a Motion Under Rule 12(b)(6) In deciding a motion to dismiss for failure to state a claim, “the Court’s function is merely to assess the legal sufficiency of the complaint rather than to weigh the evidence that might be presented at a trial.” Reich v. Glasser, 95 Civ. 8288, 1996 WL 243243, at *1 (S.D.N.Y. May 10, 1996) (citing Festa v. Local 3 Int’l Bhd. of Elec. Workers, 905 F.2d 35, 37 (2d Cir.1990)). Therefore, the Court must accept as true the factual allegations contained in the complaint. See Cohen v. Koenig, 25 F.3d 1168, 1171 (2d Cir.1994). Ml reasonable inferences must be drawn in favor of the non-moving party on such a motion. See Allen v. WestPoint-Pepperell, Inc., 945 F.2d 40, 44 (2d Cir.1991). A “complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80 (1957). II. Facts The following recitation of relevant facts is drawn from UCC’s Third Amended Complaint. The absence of the phrase “UCC alleges” at the outset of each paragraph should not be taken as any indication that the Court endorses or adopts the facts set forth herein. A. Polypropylene and Polypropylene Technology Polypropylene is a polymer plastic used in a variety of commercial applications, including caps and closures for bottles, appliances, automotive parts, toys, fibers and filaments, and film. Cplt. ¶ 25. Two kinds of complex technology are required to produce the polypropylene: (1) “Process technology” which is necessary to design and use the equipment in which the chemical transactions take place; and (2) “catalyst use technology” which is necessary to use the specific catalysts to produce the polypropylene resin for specific end-uses. Id. ¶ 26. Historically, only a small number of firms have developed polypropylene process technology, polypropylene catalysts, or related catalyst use technology. There are significant barriers to entry into these lines of business, including the complexity of the various technologies involved, certain patent barriers, and substantial research and development costs, all of which involve significant sunk costs. Many producers of polypropylene do not have their own proprietary process and catalyst technology, and must obtain by license the technology necessary to manufacture polypropylene. Id. ¶ 28. B. The Development of Current Generation Process and Catalyst Technology Since 1975, the polypropylene process and catalyst technologies have improved significantly. The most recent development, “Current Generation Process and Catalyst Technology,” is more efficient and less costly per unit of output than earlier technologies and requires less equipment and capital expenditure by the resin manufacturer. Cplt. ¶ 29. Companies who wish to construct and operate new polypropylene resin plants ordinarily have no economically feasible alternative but to enter into a “Total Package License” for all of the elements necessary to manufacture polypropylene (including Current Generation Catalyst and Process Technology, plant design, and rights to purchase and use Current Generation Polypropylene Catalysts). Thus, there is no longer a demand for separate process and catalyst technology licenses for new plants. Id. ¶ 30. Montedison and Mitsui Petrochemical Industries, Ltd. (“Mitsui”) were the first firms to develop, commercialize, and license a Current Generation Catalyst and Process Technology. Id. ¶¶ 31-33. As of the 1980s, no other prospective licensor had developed both a Current Generation Catalyst and a Current Generation Process Technology. Id. ¶ 33. Although UCC had developed a Current Generation Process Technology called UNIPOL, it needed to possess a Current Generation Catalyst in order to successfully enter the polypropylene technology licensing business. Id. ¶ 35. After considering the lengthy period it would take to develop a Current Generation Catalyst and related technology, UCC decided to seek a co-ven-turer that already possessed a Current Generation Catalyst and associated catalyst technology that could be adapted to function with UCC’s UNIPOL process technology. Id. ¶ 38. Likely candidates included Hercules, Inc., Stauffer Chemical Company (“Stauf-fer”), and Shell Oil Company (“SOC”). Id. ¶ 34. Mitsui was effectively eliminated as a possible catalyst co-venturer because of a prior research and development agreement it had made with Montedison. Id. ¶ 31. C. Montedison’s Efforts To Maintain Its Dominant Position In the Licensing of Current Generation Technology In an attempt to acquire and maintain a dominant position in the licensing of Current Generation Catalyst and Process Technology, Montedison took various actions that effectively eliminated some of the most likely catalyst partners for UCC. Cplt. ¶ 40. For example, in August 1982, UCC and Hercules agreed to establish a program that would permit the parties to evaluate the compatibility of Hercules’ Current Generation Catalyst and catalyst use technology. Id. ¶ 41. However, in 1983, Hercules and Montedison formed a company called Himont, and shortly thereafter, Hercules discontinued work under the UCC catalyst evaluation agreement because of a likely competitive conflict with Himont. Id. ¶¶ 42-43. A similar fate met UCC’s joint development discussion with Stauffer. In 1984, Hi-mont, Mitsui, and Stauffer entered into an agreement for the stated purpose of resolving possible patent infringement issues relating to polypropylene catalysts. Id. ¶ 47. After entering into this agreement, Stauffer stopped developing and attempting to market its own Current Generation Catalyst and terminated its joint development discussions with UCC. /¿¶48. D.SOC’s Venture with UCC In December 1981, UCC and SOC entered into a confidential polypropylene catalyst evaluation agreement, similar to those that UCC had entered into with Hercules and Stauffer. Cplt, ¶49. In December 1983, UCC entered into a long-term cooperative arrangement with SOC (the “UCC/Shell Venture”) for the commercial development and licensing of Total Package. Licenses to third parties that would include UCC’s UNIPOL Current Generation Process Technology and SOC’s SHAC Current Generation Catalyst. Id. ¶ 50. The parties also formed a partnership under Texas law, Seadrift Polypropylene Company (“Seadrift”), in order to construct, own and operate a world-scale demonstration polypropylene resin plant (the “Seadrift plant”). Id. ¶¶ 51, 64. UCC and SOC entered into a number of related agreements in the course of establishing and operating the UCC/Shell Venture. These agreements include (1) the Cooperative Undertaking Agreement (“CUA”), (2) the Seadrift Partnership Agreement, (3) the Catalyst Sales Contract, and (4) the Polypropylene Conversion Agreement. Id. ¶53. The CUA represents the basic agreement defining the duties and obligations of UCC and SOC with respect to the UCC/Shell Venture, particularly with regard to provisions protecting trade secrets both while the CUA is in effect and after termination or expiration of the CUA. Id. ¶ 54. Part of the CUA calls for SOC to provide catalysts to the partnership for production of polypropylene resin at the Seadrift plant at “cost plus a reasonable return on capital.” Id. ¶ 56 (citing CUA). The CUA also provides that if SOC terminates the agreement, SOC “will not for a period of ten (10) years after termination undertake alone or with any third party the development of a gas phase fluid bed process for the manufacture of PP Resin or polyethylene.” Id. ¶ 62(d) (citing CUA). The Seadrift Partnership Agreement embodies the terms of the UCC/Shell partnership to construct, own and operate the Sead-rift plant. Id. ¶ 64. The Catalyst Sales Contract formalizes SOC’s rights and obligations in regard to its provision of catalysts to the Seadrift plant for use in producing polypropylene. Id. ¶ 66. SOC also entered into the Polypropylene Conversion Agreement (also known as the “Toll Conversion Agreement”) to formalize SOC’s rights and obligations regarding the marketing and sale of polypropylene resin manufactured at the Seadrift plant. Id. ¶ 68. E. Montedison’s and Himont’s Efforts to Curtail Total Package Licensing Competition From the UCC/Shell Venture In 1985, when UCC and SOC began to market the UCC/Shell Commercial Process and Total Package License in competition with Himont and Mitsui, UCC and SOC encountered significant difficulties as a result of Montedison’s and Himont’s conduct. In 1985 and 1986, Montedison, Himont and Mitsui threatened to sue SOC and its licensees for patent infringement, which deterred a number of potential licensees from using the UCC/Shell Venture’s Current Generation Process and Catalyst Technology and delayed for almost two years the effective entry of the UCC/Shell Venture into the Total Package Licensing Business. Cplt. ¶ 70. UCC (with the backing of SOC) informed Himont, Montedison and Mitsui that it was considering litigation challenging their actions under the antitrust laws of the United States. Thereafter, Himont, Montedison, and Mitsui entered into negotiations with UCC and SOC in an effort to resolve the dispute. The parties ultimately executed a settlement agreement whereby UCC agreed to waive its right to bring an antitrust action against Himont, Montedison and others in return for their dropping patent claims against the manufacture, use, and licensing of the SHAC catalyst. UCC also provided Himont with a nominal royalty on polypropylene resin sales by UCC/Shell Venture licensees. Id. ¶ 71. F. The Success of the UCC/Shell Venture in Restraining Himont’s Dominance of the Total Package License Market The December 1986 settlement enabled the UCC/Shell Venture to enter the Total Package License Market successfully. In that market, the Venture has been the principal worldwide competitor of Montedison. From January 1987 to December 1993, the UCC/Shell Venture obtained approximately 36% of all Total Package Licenses entered into worldwide with independent third-party licensees. During the same time period, Hi-mont obtained approximately 41% of such licenses. Cplt. ¶¶ 7L-75. G. Catalyst Research and License Agreement with SIRM, and RDS’ Plans to Expand its Polypropylene Resin Production Capacity with UNIPOL Technology In January 1988, UCC, SOC and SIRM (the research organization owned by the RDS Group) entered into a tripartite research agreement pursuant to which the parties agreed to cross-license the fruits of their catalyst technology research. Cplt. ¶¶ 76-77. One month later, UCC and SIRM entered into a Polypropylene License Agreement. Under this agreement, UCC granted SIRM a non-exclusive license to use the UCC/Shell Commercial Process and allowed SIRM to extend that right to use and disclose the commercial process to other RDS Group companies (the “RDS license”). Id. ¶78. During negotiations regarding the RDS license, RDS told UCC it intended to use UNIPOL in all new RDS impact co-polymer plants. Id. From 1987 through mid-1991, RDS conducted a number of polypropylene strategy reviews that recommended using UNIPOL in specific new RDS plants. Id. ¶¶ 80-81. H. Efforts to Expand the UCC/Shell Venture As of early 1990, the Seadrift plant had been operating for four years, but its production capacity was limited to 90,000 metric tons. SOC had disposed of its Woodbury, New Jersey manufacturing plant in the late 1980s. As a result, its only remaining polypropylene production capacity was its half interest in the Seadrift plant and its Norco plant (production capacity: 135,000 metric tons). Cplt. ¶ 84. UCC and SOC recognized that they needed direct involvement with the polypropylene resin market in order to be competitive. They also realized that the revenues earned from catalyst production and licensing alone could not support the research and development necessary to maintain a competitive edge. Id. ¶ 85. RDS, meanwhile, had also recognized that the UCC/Shell Venture required more investment in research and development, as well as in polypropylene resin production capacity, to remain competitive. RDS was concerned that the UCC/Shell Venture’s licensed technology was vulnerable in the long run because UCC and SOC did not have extensive first-hand experience in the polypropylene market. Id. ¶ 86. In response to these forecasts, SOC embarked upon a new strategy in 1989 to increase polypropylene production. SOC intended to become a “top tier” player in the North American polypropylene resin market by the mid-1990s. Id. ¶ 87. In furtherance of this goal, UCC and SOC planned an expanded joint venture, which UCC referred to as “Nautilus.” Under the proposal, each party was to contribute capital and services in order to achieve a 50/50 interest in the new venture. SOC and UCC also planned to contribute additional capital sufficient to allow the construction of two major UNIPOL polypropylene plants with 200,000 metric tons of capacity each by the mid-1990s, in time to meet the next high cycle in North American polypropylene demand. Id. ¶88. As part of this proposed expanded venture, on March 12, 1990, SOC and UCC entered into a six-month Disclosure and Secrecy Agreement that enabled the parties to exchange confidential information. Over the next six months, the parties exchanged proposals addressing various issues relating to Nautilus, and began exchanging drafts of the documents necessary to establish the venture. Id. ¶89. On September 13, 1990, SOC and UCC extended the Disclosure and Secrecy Agreement until March 12,1991, and continued to meet and exchange information regarding Nautilus. Id. ¶ 90. Meanwhile, Shell Canada was also reassessing its polypropylene resin strategy, and concluded that it would be in a good position to service the northeastern United States if it could manage to build a new low-cost UNI-POL plant. Id. 1f 91. In March 1991, during discussions between SOC and Shell Canada, a Shell Plastics Business Center executive indicated that the expanded UCC/Shell Venture could provide an avenue for equity participation by Shell Canada, as well as an alternative means for Shell Canada to obtain UNIPOL technology. Id. ¶ 92. On March 14, 1991, SOC and UCC extended the Nautilus Disclosure and Secrecy agreement for an additional six months. On May 14, SOC and UCC agreed to extend the coverage of their secrecy agreement to permit SOC to disclose to Shell Canada confidential information from UCC. Id. ¶¶ 92-93. In April 1991, the chief SOC negotiator for the Nautilus project reported in a status update to SOC executives that progress was being made toward resolving the remaining key issues. Id. ¶93. However, in June 1991, while the Nautilus negotiations were proceeding, a senior SOC executive notified a senior UCC executive that Montedison had approached RDS and SOC about a worldwide RDS/Himont joint venture and that both RDS and SOC were interested. SOC stated that because of Montedison’s expressed interest, it wanted to suspend the Nautilus negotiations for a few months. In spite of SOC’s unilateral suspension of the Nautilus discussions, on June 27, 1991, UCC reaffirmed to SOC that UCC was still very interested in Nautilus. Id. ¶ 94. 1. Montedison’s Scheme to Eliminate Competition from the UCC/Shell Venture 1. Montedison’s Situation as of June 1991 Before Montedison approached SOC, Montedison’s Himont subsidiary was the leading polypropylene manufacturer in the world. Cplt. ¶ 95. However, due to a low cycle in the industry in the early 1990s, Montedison faced financial difficulties and a shrinking worldwide market for polypropylene resin. Id. ¶ 97. The proposed UCC/ Shell Venture licensing program threatened to jeopardize Montedison’s commercial advantage by introducing the Current Generation Process and Catalyst Technology into competitors’ polypropylene production facilities. Id. Montedison hired two consulting firms in 1990 whose findings concluded that UCC’s aggressive licensing practices posed a serious threat to Himont’s interests in polypropylene production. Id. ¶¶ 99-104. 2. Initial Discussions of Project Sophia Montedison initially sought to disrupt the UCC/Shell Venture by inducing UCC to align with Montedison. Cplt. ¶ 106. After UCC rejected Montedison’s approach, but before SOC suspended the Nautilus negotiations, Montedison contacted RDS and SOC about a worldwide venture in which they would combine their respective polyolefins businesses. Id. Beginning in July 1991, representatives of RDS, SOC and Montedi-son began to discuss a possible venture, referred to as the “Sophia” project. Id. ¶ 107. SOC allegedly told Montedison about its business venture with UCC, as well as the Nautilus proposal. Id. ¶ 109. In December 1991, a subsidiary of RDS, a subsidiary of Montedison, and SOC entered into a Letter of Intent and Secrecy Agreement in connection with Sophia. The existence of this agreement was not disclosed to UCC. As a result of the Sophia discussions, SOC notified UCC that it was terminating the Nautilus discussions in December 1991. Id. ¶ 110. 3. SOC, Shell Canada and BDS Termination of Expanded UNIPOL Relationship, and SOC’s Actions to Terminate the CUA and Join Montell On July 30, 1992, SOC, RDS and Montedi-son entered into a Memorandum of Understanding regarding the “partial merger” of their worldwide polyolefins business into the Sophia venture. Cplt. ¶ 118. The parties entered into this understanding in spite of a substantial risk of antitrust violations in both Europe and the United States. Id. ¶¶ 116-117. UCC was not informed of the existence of this Memorandum between SOC, RDS and Montedison. Id. ¶ 118. UCC finally became aware of a possible venture between SOC, RDS and Montedi-son via a letter from SOC dated August 5, 1992. Id. ¶ 119. SOC’s letter indicated a desire to negotiate with UCC regarding the termination of the CUA. SOC suggested modifying the CUA to give SOC an option to terminate the agreement so that it could participate in the joint venture between RDS and Montedison without incurring the obligations the CUA’s termination provisions would impose. Id. Believing that SOC’s proposal would leave UCC in a substantially weaker position in the market than if the venture were continued, UCC rejected SOC’s proposal. Id. ¶ 123. 4. The RDS/Montedison Announcement of a Memorandum of Understanding On September 17, 1992, while SOC was attempting to disentangle itself from the CUA, RDS and Montedison announced that they had signed a Memorandum of Understanding to evaluate worldwide integration of their polyolefins businesses. Cplt. ¶ 124. On the same day, SOC issued a news release announcing that the proposed RDS/Montedi-son enterprise would not include the UCC/ Shell Venture, and that SOC’s obligations under the UCC/Shell Venture would remain unchanged. SOC still did not disclose to UCC that SOC had signed the Memorandum of Understanding announced by Montedison and RDS. Id. In March 1993, after holding discussions aimed at reassuring the UCC/ Shell Venture’s licensees that SOC would honor its obligations, SOC issued a “Holding Statement,” restating its commitment to the UNIPOL technology and to UCC/Shell licensees. Id. ¶ 125. 5.The Montell Scheme as Originally Announced, and as Modified to Meet EC Concerns Nine months later, in December 1993, RDS and Montedison announced that they had signed an agreement to combine major portions of their polyethylene and polypropylene business into a joint venture company, which was later named “Montell.” Cplt. ¶ 126. Under the agreement, RDS would own 100 percent of SOC and would have control over Montell. In sum, the venture contemplated RDS controlling the two leading competitors in the licensing of Total Package Licenses and in catalyst research and development. Id. ¶ 127. This structure was opposed by the European Community (EC). In response, RDS and Montedison proposed in the Spring of 1994 that the UCC/ Shell Venture be dissolved to resolve competitive concerns. However, SOC and UCC were unable to negotiate a resolution. In May 1994, RDS and Montedison offered to form a separate entity, known as “Teehni-pol,” to license Montedison’s Current Generation Catalyst and Process Technology (Spheripol) to third parties. These licenses would be offered in competition with the UNIPOL/SHAC licenses offered by the UCC/Shell Venture. Id. ¶ 128. 6.The Montell Scheme as Modified by the Proposed FTC Consent Order On January 11, 1995, the FTC proposed a Consent Order, pursuant to which SOC would have at least six months to divest its polypropylene assets to UCC or an independent party. Cplt. ¶ 129. Further, during the period prior to divestiture, SOC was required to form a separate subsidiary, free from SOC’s control, to own and operate the SOC polypropylene assets to be divested. In response, SOC formed Shell Polypropylene Company (SPC), and on February 28, 1995, SOC transferred its polypropylene-related businesses (and purported to assign its rights to and obligations under the CUA) to SPC. Montell became operational on March 31, 1995. Id. ¶ 130. J. Actions by SOC and RDS to Weaken Competition Involving the UNI-POL/SHAC Technology In addition, SOC took other actions which weakened competition in the Total Package License market. For example, in violation of the CUA, SOC attempted to establish a separate business for the recycling of titanium tetrachloride, a by-product of catalyst production. The result was that SOC allegedly received a return on its capital far in excess of the reasonable return agreed to in the CUA. Cplt. ¶¶ 136-42. In the Summer of 1993, SOC intentionally reduced the productivity of certain catalysts, including SHAC 201, in order to increase its revenues and profits from catalyst sales. Because catalyst yields have improved, licensees can purchase smaller quantities of catalyst to produce the same amount of polypropylene. However, by reducing the productivity of the catalyst, SOC forced licensees to continue to purchase the same amount of catalyst, in violation of its contractual obligations under the CUA to make technological advances available to licensees. Id. ¶ 143. Among UCC’s other claims are allegations that SOC reduced its portion of research and development expenditures, increased the price of the SHAC catalyst, and refused to build a new polypropylene plant, all in violation of the CUA. Id. ¶¶ 144-146. K. SOC’s Support of Sophia After It Announced It Could Not Participate in Sophia SOC continued to support the Sophia project even after it announced that it would not participate in the venture. Cplt. ¶ 147. SOC undermined the UCC/Shell Venture by publicly professing before the EC that SOC was a neutral observer of the Montell merger, even though SOC’s internal assessments of the RDS/Montedison venture indicated otherwise. Id. ¶ 152. SOC also actively cooperated with Montedison and RDS in order to help the Montell venture go forward. Id. ¶ 151. Finally, SOC continually subordinated its own interests to those of RDS throughout the events in question. By entering into the FTC Consent Order, which obligated SOC to divest itself of its entire polypropylene business, SOC allowed Montell to penetrate the United States polypropylene market — a market which had traditionally been the exclusive province of SOC under a long-standing protocol between SOC and RDS. Id. ¶¶ 153-154. SOC did so at a favorable time in the polypropylene business cycle, even though just several years earlier it had sought to become a “top-tier” polypropylene player. Id. ¶ 154. L.Events Follomng Entry of the FTC Consent Order After filing its Original Complaint on January 9, 1995, UCC made a motion for a preliminary injunction. That motion was withdrawn on February 22,1995 when the parties reached a settlement agreement. Under that agreement, an independent third party would appraise the value of the assets of SPC, and UCC would then have the opportunity to purchase those assets at a price derived from the fair market value as computed by the appraiser. The appraiser rendered its estimate on April 28,1995, and on May 5, UCC gave notice that it would purchase SPC’s assets. On June 21, 1995, after further submissions by the parties, the appraiser revised its estimate. On June 28, UCC gave notice that it would purchase SPC’s assets at a price derived from the revised estimate of fair market value. When UCC and SOC entered into a definitive agreement for UCC to purchase the assets of SPC, they submitted the agreement to the FTC for approval. The FTC approved the sale on December 21,1995. Cplt. ¶¶ 156-60. Following its purchase of the assets of SPC, UCC again amended its complaint to incorporate these new allegations. Defendants have moved to dismiss almost all of this Third Amended Complaint. III. Count II: Breach of Fiduciary Duty by SOC and SPC In Count II, UCC alleges that SOC breached the fiduciary duty it owed to UCC. UCC alleges that a fiduciary relationship between SOC and UCC arose by virtue of the Seadrift Partnership Agreement between the two entities, as well as by virtue of the Cooperative Undertaking Agreement. Cplt. ¶¶ 229-30. UCC incorporated both of these agreements by reference into its Complaint. Cplt. ¶ 53. According to UCC, “[SOC] breached its fiduciary duty to UCC by breaching the CUA, the Catalyst Sales Contract, and the Polypropylene Conversion Agreement, and by actively cooperating in the efforts of the other defendants to establish businesses aimed at undermining the competitive efforts of UCC in the UCC/Shell Venture.” Cplt. ¶ 232. SOC argues for dismissal of this Count on the ground that the CUA did not create a fiduciary relationship between UCC and SOC. While Article 13 of the CUA provides in part that “this Agreement does not create a partnership or joint venture between the parties,” the parties agree that the CUA does not expressly state that no fiduciary duty exists between UCC and SOC. SOC/SPC Reply Mem. at 2; UCC Opp.Mem. (SOC/SPC) at 1. .In any event, “[statements that no partnership is intended are not conclusive. If as a whole a contract contemplates a[n] association of two or more persons to carry on as co-owners a business for profit, a partnership there is.” Martin v. Peyton, 246 N.Y. 213, 217, 158 N.E. 77 (1927). Factors to consider in determining whether a joint venture exists are: “(1) the intent of the parties to form a joint enterprise; (2) joint control and management of the business; (3) a sharing of profits and losses; and (4) a combination of property, skill or knowledge.” Sound Video Unlimited, Inc. v. Video Shack Inc., 700 F.Supp. 127, 138 (S.D.N.Y.1988) (citing Halloran v. Ohlmeyer Communications Co., 618 F.Supp. 1214, 1218 (S.D.N.Y.1985)). Proceeding, as I must, on the assumption that UCC’s allegations are true, UCC could conceivably prove a set of facts that would entitle it to relief. See Cplt. ¶ 230; Rose v. Simms, 95 Civ. 1466, 1995 WL 702307, at *10 (S.D.N.Y. Nov. 29, 1995). UCC has alleged all the elements of a joint venture. According to UCC, the CUA “envisioned a joint relationship of trust and confidence;” the CUA “created a joint Management Committee ... to review the progress of the UCC/ Shell Venture;” UCC and SOC “jointly shared the risk of profit and loss in the Venture;” and UCC and SOC committed to developing and sharing “technology and other proprietary information for use in the Venture.” Cplt. ¶ 230. Therefore, UCC has alleged facts sufficient to suggest that a fiduciary relationship exists between it and SOC by virtue of the CUA. Accordingly, the motion to dismiss Count II is denied. IV. Count I: Fraud by SOC and SPC A. Summary of Fraud Claim In Count I of its Complaint, UCC alleges a fraudulent scheme by SOC to (1) raise the price of SHAC catalyst well above its actual value under the relevant contracts; (2) inflate the purchase price of SPC far beyond its proper value; and (3) injure the competitive standing of the UN-IPOL Total Package License to the financial benefit of Montell. UCC Opp.Mem. (SOC/SPC) at 8 (citing Cplt. ¶¶ 219-26). According to UCC, SOC secretly misappropriated jointly owned technology and used that technology to develop a much cheaper method of producing catalyst (known as the MSR system). Cplt. ¶¶ 215-17. UCC alleges that SOC never told it that SOC had developed the cheaper production system. Further, UCC maintains that SOC charged UCC and UNIPOL licensees higher prices for that SHAC catalyst rather than pass along the savings in production costs created by the MSR system. Id. ¶ 219. UCC also alleges that SOC engaged in fraudulent accounting techniques in order to conceal from UCC its development of the new catalyst production method, in order to create the appearance that catalyst production costs had risen, and in order to maintain the appearance that SOC was not receiving a rate of return on the catalyst business in excess of the contractual limit. Id. ¶¶ 139, 216-21, 226. UCC alleges that SOC made repeated fraudulent misrepresentations, in furtherance of this scheme, to the effect that SOC was complying with contractual restrictions on the rate of return for catalyst production. Id. ¶ 220(c). UCC then alleges that it relied on this misrepresentations to its detriment. Specifically, UCC claims that, through Sead-rift, it “purchased SHAC catalyst at grossly inflated prices, attempted to convince potential licensees to obtain UNIPOL licenses despite the high cost of SHAC catalyst, and was prevented from seeking to halt SOC’s practice of overcharging for catalysts.” UCC Opp.Mem. (SOC/SPC) at 9 (citing Cplt. ¶¶ 220, 222). Finally, the claim includes an allegation by UCC that SOC made affirmative misrepresentations regarding the MSR system to an appraiser, resulting in injury to UCC by virtue of the “improper[] and unlawful] inflati[on of] the purchase price of SPC by over $50 million.” Cplt. ¶219. (UCC contends that it had no choice but to pay the inflated appraised value of SPC in order to mitigate further injury. UCC Opp. Mem. (SOC/SPC) at 9.) B. Sufficiency of Fraud Claim SOC urges dismissal of Count I on three separate grounds. First, SOC argues that the claim is subsumed by UCC’s breach of contract claims; second, SOC contends that UCC has not adequately pled reliance damages; and third, SOC argues that the claim lacks the specificity required by Fed.R.Civ.P. 9(b). 1. Whether fraud claim is subsumed by breach of contract claims SOC argues that UCC’s allegation that SOC concealed its breach of contract from UCC “is insufficient to transform what would normally be a breach of contract action into one for fraud.” Reuben H. Donnelley Corp. v. Mark I Marketing Corp., 893 F.Supp. 285, 290 (S.D.N.Y.1995). ‘Where the fraudulent conduct alleged amounts only to the defendant’s false representation that it was adhering to the terms of the contract, the claim for fraud must be dismissed as redundant of the breach of contract claim.” Glynwill Investments, N.V. v. Prudential Sec., Inc., 92 Civ. 9267, 1995 WL 362500, at *7 (S.D.N.Y. June 16, 1995) (citation omitted). However, “the same conduct which may constitute a 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 v. Devon Stores, Inc., 132 A.D.2d 162, 521 N.Y.S.2d 672, 676 (1st Dep’t 1987); see also MBW Advertising Network, Inc. v. Century Business Credit Corp., 173 A.D.2d 306, 569 N.Y.S.2d 682, 682 (1st Dep’t 1991) (“the same acts which give rise to a cause of action for fraud may also form the basis for a breach of contract claim,” although the fraud claim “will not arise if the alleged fraud merely relates to the breach of contract”). As discussed above, UCC has properly alleged the existence of a fiduciary duty between SOC and UCC arising from the CUA. This duty constitutes “a legal duty which exists ‘independent of contractual relations between the parties,’ ” and thus allows UCC to sue in tort. Hargrave v. Oki Nursery, Inc., 636 F.2d 897, 899 (2d Cir.1980). “[A]n action for fraud will lie, notwithstanding that the breached fiduciary duty arose from the contract establishing the fiduciary relationship.” GLM Corp. v. Klein, 665 F.Supp. 288, 286 (S.D.N.Y.1987). Accordingly, UCC’s fraud claim will not be dismissed on the ground that it is inseparable from the contract claims. SOC also argues that in order for the fraud claim to stand, UCC must allege damages in addition to those flowing from the alleged breach of contract. SOC/SPC Mem. at 9. However, the Glynwill court stated that “a difference in the measure of damages is a factor to consider in determining whether a fraud claim is independent of a contract claim, ..., but it is not dispositive of the matter.” 1995 WL 362500, at *8 (citation omitted). Further, some courts have assessed the sufficiency of a fraud claim without even discussing whether alleged fraud damages differ from damages alleged under the contract. See, e.g., GLM Corp., 665 F.Supp. at 286; Licette Music Corp. v. A.A. Records, Inc., 196 A.D.2d 467, 601 N.Y.S.2d 297, 297-98 (1st Dep’t), leave to appeal denied, 82 N.Y.2d 662, 610 N.Y.S.2d 149, 632 N.E.2d 459 (1993). As UCC suggests, a “claim of distinct fraud damages is merely one means by which a plaintiff can demonstrate that its fraud claim alleges ‘extraneous’ facts or duties sufficient to distinguish it from a simple breach of contract.” UCC Opp.Mem. (SOC/SPC) at 12 (citing Americana Petroleum Corp. v. Northville Indus. Corp., 200 A.D.2d 646, 606 N.Y.S.2d 906, 908 (2d Dep’t 1994) (emphasis in original)). In any event, UCC has properly alleged that it suffered damages distinctly attributable to SOC’s fraud. See Cplt. ¶ 219. 2. Whether UCC has sufficiently alleged reliance damages In further support of its contention that UCC’s fraud claim is deficient and should be dismissed, SOC argues that UCC has not alleged reliance damages. SOC correctly notes that the “elements of fraud are a material misstatement, known by the perpetrator to be false, made with an intent to deceive, upon which the plaintiff reasonably relies and as a result of which he sustains damages.” Megaris Furs, Inc. v. Cimbel Bros., Inc., 172 A.D.2d 209, 568 N.Y.S.2d 581, 584-85 (1st Dep’t 1991) (emphasis in original). However, UCC has adequately alleged that it suffered damages as a result of relying on SOC’s allegedly fraudulent misrepresentations regarding the price of the SHAC catalyst. Assuming the truth of UCC’s allegations, and drawing all reasonable inferences from those allegations in UCC’s favor, it is evident that UCC asserts that it was injured in several ways. As the successor in interest to Seadrift, UCC paid catalyst prices that were improperly inflated despite the fact that catalyst manufacturing costs have declined. See Cplt. ¶219. In addition, UCC was injured because the “attractiveness of a UN-IPOL/SHAC Total Package License to prospective licensees” was reduced after the licensees’ catalyst costs were improperly increased. Id. UCC also alleges harm based on the appraised value of SPC, which was more than $50 million higher than it would have been if SOC’s and SPC’s fraudulent misrepresentations had not caused the appraiser to treat the MSR process as a separate business rather than as part of the catalyst business. The appraised value determined the price that UCC paid for SPC. Id.; see also Cplt. ¶¶ 226, 318, 320. Assuming UCC can prove its allegations, it would be entitled to recover its “out-of-pocket losses and consequential damages.” Delcor Lab., Inc. v. Cosmair, Inc., 169 A.D.2d 639, 564 N.Y.S.2d 771, 772 (1st Dep’t), appeal dismissed, 78 N.Y.2d 952, 573 N.Y.S.2d 646, 578 N.E.2d 444 (1991). UCC has alleged just such damages. Accordingly, SOC’s argument that UCC has failed adequately to plead reliance damages is without merit. 3. Whether UCC has pled the claim with sufficient particularity Finally, SOC contends that UCC’s fraud claim does not comply with Fed.R.Civ.P. 9(b), which requires that “the circumstances constituting fraud ... shall be stated with particularity.” However, the rule “must be read together with [R]ule 8(a)[,] which requires only a ‘short and plain statement’ of the claims for relief.” Ouaknine v. MacFarlane, 897 F.2d 75, 79 (2d Cir.1990) (citing DiVittorio v. Equidyne Extractive Indus., Inc., 822 F.2d 1242, 1247 (2d Cir.1987); Boss v. A.H. Robins Co., 607 F.2d 545, 557 n. 20 (2d Cir.1979), cert. denied, 446 U.S. 946, 100 S.Ct. 2175, 64 L.Ed.2d 802 (1980)). Consequently, “a general averment, one which provides the defendant with a reasonable opportunity to frame a response, will satisfy Rule 9(b).” Glickman v. Alexander & Alexander Servs., Inc., 93 Civ. 7594, 1996 WL 88570, at *4 (S.D.N.Y. Feb. 29, 1996). SOC identifies three of UCC’s allegations of affirmative misrepresentations in particular that it contends fail to satisfy Rule 9(b). First, SOC attacks the claim that in “billing Seadrift for SHAC catalysts purchased in 1993 and 1994,” Shell Oil “falsely represented that its catalysts were not priced at a level that allowed [SOC] to realize a rate of return in excess of its actual cost and a 12% per annum return on capital.” Cplt. ¶ 220(c). SOC argues that this “general statement does not specify the statements in the bills that were allegedly fraudulent, the dates of the allegedly fraudulent bills or why the statements were allegedly fraudulent.” SOC/SPC Mem. at 12. SOC’s argument borders on frivolous. The above-quoted language from the Complaint states exactly why UCC believes the statements were fraudulent. As for specifying which statements in the bills were fraudulent and the date of the bills, UCC has already identified for SOC the precise documents to which it is referring: the bills covering Seadrift’s purchase of SHAC catalysts in 1993 and 1994. Further, UCC has stated the time period during which these bills were sent by SOC and has identified the date and amount of a fraudulent price increase (see Cplt. ¶ 145). It is unnecessary to require UCC to specify the precise date on which SOC sent each of the fraudulent bills. Because UCC has given SOC enough information to enable it to frame a response, this pleading satisfies the requirements of Rule 9(b). Second, SOC challenges the allegation that its “announe[ement of] SHAC catalyst price increases in early 1995” contained false representations. See Cplt. ¶ 220(c). According to SOC, “[t]his general statement does not specify what was fraudulent about the announcement [or] who was defrauded.” SOC/ SPC Mem. at 12. Again, SOC is wrong. Paragraphs 220(c) and 226 of the Complaint, for example, clearly state that UCC was defrauded by SOC’s misrepresentations, and Paragraph 227 alleges that UCC and Sead-rift have suffered injury as a result. And as noted above, the allegations in the Complaint clearly identify the content of SOC’s false statement. See Cplt. ¶¶ 145, 220(e). Third, SOC attacks the allegation that in statements made by William Chalmers and other [SOC] personnel to Stephen Kaufman and other UCC personnel in response to specific inquiries in 1993 and 1994, including an inquiry at a Venture Management Team Meeting in the fall of 1994, [SOC] falsely represented that its catalysts were not priced at a level that allowed [SOC] to realize a rate of return in excess of its actual cost and a 12% per annum return on capital. Cplt. ¶ 220(c). It is unclear to the Court how SOC’s Rule 9(b) challenge to this claim meets the straight face test. Contrary to SOC’s assertions, the allegation at issue specifies what was said to UCC and, together with other allegations of the Complaint, provides the basis for concluding that the statement was false. To the extent that SOC is challenging the other elements of UCC’s fraud claim under Rule 9(b), SOC’s argument is rejected. As UCC maintains, the “Complaint adequately describes the misrepresentations at issue and explains that they were made for the purpose of concealing from UCC the excessive profitability of the catalyst business.” UCC Opp. Mem. (SOC/SPC) at 18; see also summary of fraud claim in Part IV.A., supra. Because the Complaint provides SOC with sufficient notice of its alleged misrepresentations to enable it to present a defense (and because, as discussed above, UCC has adequately pled reliance damages and the claim is not subsumed by the breach of contract claims), the motion to dismiss Count I is denied. V. Count XIII: Breach by SOC of the Implied Duty of Good Faith and Fair Dealing With Respect to the CUA and Catalyst Sales Contract SOC asks the Court to dismiss Count XIII on several grounds, at least one of which is persuasive. SOC contends that UCC’s claim for breach of the covenant of good faith and fair dealing is duplicative of its claims for breach of contract. Despite UCC’s argument to the contrary, and notwithstanding its careful pleading of the claim, the conduct alleged in Count XIII to constitute a breach of the covenant (Cplt. ¶¶ 296-97) is the same as that which forms the basis of UCC’s breach of contract claims (see, e.g., Cplt. ¶¶271, 285). “Under New York law, parties to an express contract are bound by an implied duty of good faith;” however, “breach of that duty is merely a breach of the underlying contract.” Fasolino Foods Co. v. Banca Nazionale del Lavoro, 961 F.2d 1052, 1056 (2d Cir.1992); see also Apfel v. Prudential-Bache Sec., Inc., 183 A.D.2d 439, 583 N.Y.S.2d 386, 387 (1st Dep’t 1992), modified on other grounds and aff'd, 81 N.Y.2d 470, 600 N.Y.S.2d 433, 616 N.E.2d 1095 (1993). Because it is redundant of UCC’s breach of contract claims, Count XIII is dismissed. VI. Count VII: Tortious Interference with an Existing Contractual Relationship In its claim for tortious interference with an existing contractual relationship, UCC implicates all defendants except SOC, SPC, Montell N.V., Montell Polyolefins and Technipol. The remaining defendants are charged with inducing SOC to breach its contract with UCC for the production of polypropylene resin and the licensing of polypropylene technology. Cplt. ¶¶ 259-263. Each defendant charged in this Count has moved to dismiss the claim. See Montedi-son/Technipol Mem. at 15; Shell/Montell Mem. at 18. In New York, in order to state a claim for tortious interference with contract, a plaintiff must allege four elements: (1) the existence of a valid contract between the plaintiff and a third party; (2) defendant’s knowledge of the contract; (3) defendant’s intentional inducement of the third party to breach the contract or otherwise render performance impossible; and (4) damages to plaintiff. Kronos, Inc. v. AVX Corp., 81 N.Y.2d 90, 94, 595 N.Y.S.2d 931, 612 N.E.2d 289 (1993) (citing Israel v. Wood Dolson Co., 1 N.Y.2d 116, 151 N.Y.S.2d 1, 134 N.E.2d 97 (1956)); Enercomp, Inc. v. McCorhill Publishing, Inc., 873 F.2d 536 (2d Cir.1989). Defendants contend that UCC has not properly alleged the second and third elements. A. Does the Complaint Allege that Defendants’ Interference was Knowing and Intentional? Montedison argues that UCC must allege that Montedison acted for the primary purpose of inducing a breach, or with the knowledge that its actions were certain or substantially certain to induce a breach of contract. Montedison/Teehnipol Mem. at 17 (citing Restatement (Second) of Torts, § 766 emt. j (1979)). In addition, Montedison argues that there is no allegation that it knew the details of SOC’s contractual relationship with UCC. Id. at 19. However, UCC is not required to allege that Montedison had full knowledge of the details of the UCC/Shell Venture. Gold Medal Farms, Inc. v. Rutland County Co-operative Creamery, Inc., 9 A.D.2d 473, 10 A.D.2d 584, 195 N.Y.S.2d 179, 185 (3d Dep’t 1959). Moreover, Montedison’s arguments ignore the many factual alléga tions in the Complaint. Paragraphs 95-109 of the Complaint sufficiently describe Mont-edison’s efforts to effect “a ‘programmed divorce’ between UCC and Shell, [thereby] weakening the image and credibility of UCC — Montedison’s most ‘aggressive and dreadful’ Total Package License competi-tor_” Cplt. ¶ 109. These allegations, incorporated by reference into Count VII (see Cplt. ¶259), provide ample support for the inference that Montedison either knew that its actions were certain or substantially certain to induce a breach by SOC of its contracts with UCC, or acted with the primary purpose of inducing a breach. Further, these allegations and others belie Montedi-son’s claim that UCC relies on a “bare legal conclusion.” See Cplt. ¶¶ 142-44, 161-95. B. Does the Complaint Allege that SOC Breached a Contract? The Shell/Montell defendants also contend that UCC’s pleading is deficient, primarily because Count VII contains an allegation that the defendants “rendered [SOC’s] performance of its contractual obligations more difficult.” Cplt. ¶ 261; Shell/Montell Mem. at 18-19. These defendants argue that a plaintiff suing for tortious interference with contract must allege “defendant’s intentional inducement of the third party to breach the contract or otherwise render performance impossible.” Shell/Montell Mem. at 18-19 (citing Museum Boutique Intercontinental, Ltd. v. Picasso, 886 F.Supp. 1155, 1161 (S.D.N.Y.1995)). However, as Museum Boutique makes clear, while a number of New York courts (as well as federal courts in New York interpreting New York law) have held that a plaintiff must allege actual breach, “other courts have held that a plaintiff does not have to allege a breach of the underlying contract in order to state a claim for tortious interference with contractual relations.” Museum Boutique, 886 F.Supp. at 1161-62 (collecting cases). In any event, as UCC suggests, the distinction is irrelevant to the disposition of this motion. UCC pleads, in relevant part, that “[t]he defendants ... intentionally and wrongfully induced SOC to breach its contractual obligations to UCC ... and/or rendered [SOC’s] performance of its contractual obligations more difficult....” Cplt. ¶261 (emphasis added). Because the first half of UCC’s alternative pleading meets the “actual breach” standard, I need not decide whether an allegation that performance under a contract has been made more difficult still suffices to state a claim for tortious interference with contract in New York. C. Must UCC Allege Specific Actions by Defendants That Were a “But For” Cause of the Breach? Montedison further argues that UCC has alleged no specific acts of Montedison without which SOC would not have breached its contracts with UCC. Montedison contends that UCC’s claim that it “intentionally and wrongfully induced [SOC] to breach its contractual obligations to UCC” (Cplt. ¶261) is “devoid of any allegation of conduct by Montedison resulting in such inducement or any allegation as to how Montedison induced SOC to breach its contractual obligations to UCC.” Montedison/Technipol Mem. at 20. Montedison is incorrect. UCC’s Complaint alleges plenty of specific conduct by Montedison. See, e.g., Cplt. ¶ 106 (“Montedison ... contacted RDS and [SOC] and proposed combining their respective polyolefins businesses into a worldwide venture that would necessarily weaken competition from UCC ... ”); ¶ 107 (“Beginning in July 1991, representatives of RDS, [SOC], and Montedison met ... to discuss and negotiate a possible venture ... ”); ¶ 109 (“a senior Montedison executive ... informed the lead Montedison negotiator ... involved in the proposed Sophia joint venture discussions that the combination of RDS, [SOC], and Montedison would lead to a ‘programmed divorce’ between UCC and [SOC], weakening the image and credibility of UCC ... ”). In addition, Montedison contends that UCC’s claim is deficient because it does not allege that “ ‘there would not have been a breach but for the activities of defendants.’ ” Montedison/Technipol Mem. at 20 n. 11 (quoting Sharma v. Skaarup Ship Management Corp., 916 F.2d 820, 828 (2d Cir.1990), cert. denied, 499 U.S. 907, 111 S.Ct. 1109, 113 L.Ed.2d 218 (1991)). While Sharma does contain the quoted language, a complete reading of the ease suggests that the tortious interference claim was dismissed not because of plaintiffs failure to include particular language in its allegation, but rather because plaintiffs stated theory of the case (that the breach of contract was motivated by profit) was “incompatible with an allegation of ‘but for’ cause as to” the defendant. Sharma, 916 F.2d at 828. No such incompatibility exists in the instant case. Furthermore, several recent decisions from New York state courts addressing tortious interference with existing contractual relations make no mention of any requirement that explicit “but for” language is necessary to withstand a motion to dismiss. See, e.g., Lama Holding Co. v. Smith Barney Inc., 88 N.Y.2d 413, 425, 646 N.Y.S.2d 76, 668 N.E.2d 1370 (1996); Washington Ave. Assocs., Inc. v. Euclid Equip., Inc., — A.D.2d-,-, 645 N.Y.S.2d 511 (2d Dep’t 1996); M.J. & K. Co. v. Matthew Bender and Co., 220 A.D.2d 488, 631 N.Y.S.2d 938, 940 (2d Dep’t 1995). A recent case from a district court in this circuit is similar and instructive. In Lane’s Floor Coverings, Inc. v. Ardex, Inc., No. CV-95-4078, 1996 WL 19182 (E.D.N.Y. Jan. 4, 1996), the defendant moved to dismiss plaintiffs claim for tortious interference with contract “because plaintiff neglected to allege that, ‘but for’ the actions of the defendant, the third party would have performed under its agreement with plaintiff.” 1996 WL 19182 at *3. Noting that “a Rule 12(b)(6) motion requires assuming facts in a light most favorable to the claimant,” the court held that Plaintiff properly alleges ... that at some point following [the formation of the] agreement, the defendant knowingly interfered with that relationship and improperly induced [the third party] to breach its agreement with plaintiff. In substance, if not literally, plaintiffs complaint charges that, but for the actions of [defendant], [the third party] would not have breached its contract with plaintiff. Further, the language of the [claim] comports with the most recent pronouncement on the subject by the New York Court of Appeals. Id. (citing Kronos, 81 N.Y.2d at 94, 595 N.Y.S.2d 931, 612 N.E.2d 289). That analysis applies with equal force to the instant case. Taken together, and drawing all reasonable inferences in UCC’s favor, the allegations of the Complaint clearly charge that SOC would not have breached its contractual obligations to UCC but for specific acts of interference by the defendants. See Cplt. ¶¶ 84-109, 117, 161-212, 234-58. For that reason, and for the reasons described in Parts VI.A. and VLB., supra, the motion to dismiss Count VII is denied. VII. Count VIII: Tortious Interference with Prospective Contractual Relationships In its claim for tortious interference with prospective contractual relationships, UCC implicates all defendants except SPC, Mon-tell N.V., Montell Polyolefins and Technipol. The remaining defendants are charged with taking actions with the purpose and effect of preventing (1) potential licensees of the UNI-POL/SHAC technology from contracting with the UCC/Shell Venture; (2) UCC and [SOC] from expanding the UCC/Shell Venture through Project Nautilus or otherwise; (3) RDS from utilizing UNIPOL technology in new RDS polypropylene facilities; and (4) Shell Canada from utilizing UNIPOL technology in new Shell Canada polypropylene facilities. Cplt. ¶ 265. Each defendant charged in this Count urges dismissal of the claim on several grounds. A. Statute of Limitations Defendants argue that the statute of limitations bars most of UCC’s claim for tortious interference with prospective contractual relations. All parties agree that the statute of limitations applicable to this claim is three years. See N.Y.Civ.Prac.L. & R. 214(4) (McKinney 1990); UCC Opp.Mem. (Montedi-son/Technipol) at 11; Shell/Montell Mem. at 15; Montedison/Teehnipol Mem. at 6. Defendants’ arguments are aimed specifically at parts (2), (3) and (4)- of UCC’s claim; that is, the parts of the claim relating to the proposed expansion of the UCC/Shell Venture through Nautilus and the potential usage of UNIPOL technology in new RDS and Shell Canada polypropylene facilities. 1. Expansion through Nautilus Defendants maintain that UCC’s claim regarding the decision not to expand the UCC/Shell Venture through Nautilus accrued at the latest in December 1991, when SOC “notified UCC that it was terminating the Project Nautilus discussions.” Cplt. ¶ 110. But according to UCC, SOC (along with subsidiaries of RDS and Montedison) entered into a letter of intent and a secrecy agreement in December 1991, and thus did not tell UCC at that time that Montedison’s and RDS’ interference with Nautilus was the reason for terminating the discussions. Id. UCC therefore contends that its claim did not accrue until August 1992, when SOC “obliquely informed UCC that SOC had been lured away from Project Nautilus by overtures made by Montedison and RDS to combine their (and certain SOC) [polypropylene] assets in Project Sophia.” UCC Opp.Mem. (Montedison/Teehnipol) at 12 (citing Cplt. ¶ 119). UCC correctly points out that “the limitation period is tolled during a defendant’s fraudulent concealment of facts that would alert the plaintiff to the plaintiffs claim.” Johnson v. Nyack Hosp., 891 F.Supp. 155, 164 (S.D.N.Y.1995), aff'd, 86 F.3d 8 (2d Cir.1996). Assuming the truth of UCC’s allegations, Defendants concealed from UCC, until August 1992, the facts that would alert UCC that it had a claim for tortious interference with prospective contractual relations. However, this doctrine of equitable tolling is “subsumed within [CPLR] 203(g).” Glynwill, 1995 WL 362500, at *4. That statute provides, in relevant part, that where the time within which an action must be commenced is computed from the time when facts were discovered or from the time when facts could with reasonable diligence have been discovered, or from either of such times, the action must be commenced within two years after such actual or imputed discovery or within the period otherwise provided, computed from the time the cause of action accrued, whichever is longer. N.Y.Civ.Prac.L. & R. 203(g) (McKinney Supp.1996) (emphasis added). Therefore, “applicability of [the equitable tolling] doctrine cannot extend the limitations period beyond the two years prescribed by the statute.” Glynwill, 1995 WL 362500, at *4; see also Cestaro v. Mackell, 429 F.Supp. 465, 468-69 (E.D.N.Y.), aff'd, 573 F.2d 1288 (2d Cir.1977). UCC did not file its original complaint in this action until January 9, 1995. Therefore, whether the limitations period is calculated as three years from December 1991 or as two years from August 1992, UCC’s claim as it relates to the expansion of the UCC/Shell Venture through Nautilus is time barred. Consequently, that portion of the claim is dismissed. 2. Prospective contract with Shell Canada According to UCC, its claim with respect to Shell Canada (that Defendants’ tortious interference resulted in Shell Canada’s decision not to use UNIPOL technology-in new polypropylene facilities in Canada) did not accrue until after July 30,1992. On that date, SOC, RDS and Montedison entered into a Memorandum of Understanding which contemplated, among other things, that “Shell Canada would contribute its Sarnia polypropylene plant” to the “ ‘partial merger’ of their worldwide polyolefins businesses] into the Sophia Venture.” Cplt. ¶ 118. Defendants argue that even if July 1992 is the date of accrual (which they dispute), the claim is time barred because UCC did not raise the claim until filing its Third Amended Complaint on January 18, 1996. Further, Defendants argue, the claim does not relate back to UCC’s original complaint (filed on January 9, 1995) under Fed.R.Civ.P. 15(e). Rule 15(c)(2) provides that “[a]n amendment of a pleading relates back to the date of the original pleading when ... (2) the claim or defense asserted in the amended pleading arose out of the conduct, transaction, or occurrence set forth or attempted to be set forth in the original pleading....” This rule is “to be liberally construed” (Siegel v. Converters Tramp., Inc., 714 F.2d 213, 216 (2d Cir.1983) (per curiam)), and the “principal inquiry is whether adequate notice of the matters raised in the amended pleading has been given to the opposing party ‘by the general fact situation alleged in the original pleading.’ ” In re Chaus Sec. Litig., 801 F.Supp. 1257, 1264 (S.D.N.Y.1992) (quoting Contemporary Mission, Inc. v. New York Times Co., 665 F.Supp. 248, 255 (S.D.N.Y.1987), aff'd, 842 F.2d 612 (2d Cir.), cert. denied sub nom. O’Reilly v. New York Times Co., 488 U.S. 856, 109 S.Ct. 145, 102 L.Ed.2d 117 (1988)). UCC’s tortious interference claim regarding the decision of Shell Canada not to use the UNIPOL/SHAC technology at its Sarnia polypropylene facility relates back to UCC’s Original Complaint of January 9, 1995. The original complaint in this action contained a claim for tortious interference with prospective contractual relationships, albeit a claim that did not specifically allege interference with a prospective contract between UCC and Shell Canada. See Orig. Cplt. ¶¶ 178-84. However, “[t]here is no requirement that the new claim must have been asserted in the original pleading. A single transaction or occurrence can give rise to numerous claims.” Koal Indus. Corp. v. Asland, S.A., 808 F.Supp. 1143, 1158 (S.D.N.Y.1992). Such is the case here. In its original complaint, UCC alleged that “[b]y agreeing to support and/or participate in the Shell/Himont Joint Venture, the defendants have intentionally and improperly, without legal excuse or justification, interfered with UCC’s prospective contractual relationships involving licensing of the UNIPOL/SHAC technology.” Orig. Cplt. ¶ 179. This allegation, along with the portions of the complaint describing the Shell/Himont Joint Venture (see generally Orig. Cplt. ¶¶ 48-95), set forth the general fact situation sufficiently to provide Defendants “adequate notice of the matters raised in the amended pleading.” See Chaus Sec. Litig., 801 F.Supp. at 1264. 3. Prospective contract with RDS The analysis of whether the portion of the tortious interference claim regarding RDS’ decis