Polaris Venture Partners VI L.P. v AD-Venture Capital Partners L.P.

Summary

The Appellate Division, First Department modified an order denying defendants' motion to dismiss by dismissing the claims for unjust enrichment and breach of the implied covenant of good faith and fair dealing. It otherwise affirmed the determination that plaintiffs adequately stated a claim for breach of contract, holding that the express contract precluded the unjust-enrichment claim and that the implied-covenant claim was duplicative.

Holdings

1. Plaintiffs adequately stated a claim for breach of the agreement.
2. The existence of an express contract governing the subject matter precludes a claim for unjust enrichment.
3. A claim for breach of the implied covenant of good faith and fair dealing must be dismissed as duplicative when it arises from the same facts and seeks the same damages as the contract claim.

Questions Presented

1. Whether plaintiffs adequately stated a claim for breach of the agreement.
2. Whether the existence of an express contract precluded plaintiffs' unjust-enrichment claim.
3. Whether plaintiffs' claim for breach of the implied covenant of good faith and fair dealing was duplicative of the contract claim.

Disposition

other