Quixotic Systems, Inc. v. Siemens Industry, Inc.

Background

Siemens was selected to design and install a solar array on the roof of the Jacob K. Javits Center. Siemens first hired Quixotic to install a demonstration solar array under a written subcontract. The demonstration took longer than expected and was completed on January 23, 2020.

The subcontract stated that Quixotic waived any claim for additional compensation for work that Siemens’s designated representative had not authorized in writing before the work began. Siemens later asked Quixotic to serve as general contractor and manager for the larger project. Quixotic alleged that it agreed based on Siemens’s representations that a later contract would compensate Quixotic for its internal labor costs under a “cost plus” arrangement. Quixotic worked on this phase from February through December 2020, and Siemens paid for subcontractors’ work during that period.

The parties also executed eight amendments to the subcontract, called Subcontract Change Orders. The Change Orders described additional work and contract prices, incorporated the subcontract’s terms, and extended the subcontract through November 19, 2020. Quixotic alleged that the Change Orders did not pay for its internal consulting work, including work on a database it created.

Claims and motion

Quixotic asserted claims for unjust enrichment, quantum meruit, and promissory estoppel. These are non-contract theories seeking recovery based on benefits provided, the value of services, or reliance on a promise. Siemens moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not state a legally sufficient claim.

The court applied New York law because the parties’ arguments assumed that New York law governed. Under that law, an enforceable written contract covering the same subject matter generally prevents recovery under these non-contract theories.

Court’s reasoning

The court found that the subcontract and Change Orders were valid contracts, and Quixotic did not dispute their validity. Quixotic acknowledged that the Change Orders governed the relevant period and at least some of the work. The court further found that the Change Orders concerned the same subject matter as Quixotic’s claims because they covered the consulting work Quixotic said it performed during the larger project. The subcontract’s incorporated waiver provision also addressed compensation for additional work that was not authorized in writing.

Because the written contracts covered the subject matter of Quixotic’s unjust-enrichment, quantum-meruit, and promissory-estoppel claims, the court dismissed the complaint under Rule 12(b)(6).

Disposition

The court granted Siemens’s motion and dismissed the complaint. It also granted Quixotic leave to file an amended complaint, finding that Siemens would not be prejudiced and that the other factors favored amendment. Quixotic was required to file the amended complaint within thirty days of the order. The court directed the Clerk of Court to terminate Siemens’s motion at ECF No. 17.