When deciding a motion to dismiss in Federal court, the the court must accept all allegations in the complaint as true and draw all inferences in favor of the non-moving party. LaFaro v. N.Y. Cardiothoracic Group, PLLC, 570 F.3d 471, 475 (2nd Cir. 2009). The court will not dismiss any claims pursuant to Rule 12(b)(6) unless the plaintiff has failed to plead sufficient facts to state a facially plausible claim for relief. See Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007).
To state a plausible claim, plaintiff must provide “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged” – a standard that requires “more than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). However, the court need not credit “threadbare recitals of the elements of a cause of action, supported by mere conclusory statements.” Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 555). Instead, the complaint must provide factual allegations sufficient “to give the defendant fair notice of what the claim is and the grounds upon which it rests.” Port Dock & Stone Corp. v. Oldcastle Ne., Inc., 507 F.3d 117, 121 (2nd Cir. 2007) (citing Twombly, 550 U.S. at 555). “[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged – but it has not shown – that the pleader is entitled to relief.” Iqbal, 556 U.S. at 679 (internal quotation marks omitted); see also, Fed. R. Civ. P. 8(a)(2).
Where a complaint asserts allegations of fraud, these allegations also are subject to the heightened pleading requirements of Rule 9(b) of the Federal Rules of Civil Procedure, which provides that “[i]n alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.” Fed. R. Civ. P. 9(b). The Second Circuit has held that these requirements are not limited “to allegations styled or denominated as fraud or expressed in terms of the constituent elements of a fraud cause of action.” Rombach v. Chang, 355 F.3d 164, 171 (2nd Cir. 2004). Rather, these requirements apply whenever fraudulent conduct is alleged in a complaint, even where fraudulent intent is not an element of a claim. Id.