The opinion of the court was delivered by: Bumb, District Judge
This matter comes before the Court upon a motion for judgment on the pleadings by Defendant Delaware River and Bay Authority ("DRBA" or "Authority"), a bi-state agency created by New Jersey and Delaware to operate crossings between the two states.
Plaintiff, Sheryl Chafin, filed a complaint against the DRBA alleging state common law claims of breach of contract, breach of covenant of good faith, and fraud in connection with her employment termination. The Authority contends that, as an interstate entity, it is immune from suit under state law. Specifically, the Authority argues that because the enacting agreement between New Jersey and Delaware to wit, the Compact, described more fully below, does not provide for liability under state law the Authority is immune from suit. Chafin responds that the Compact does expressly provide for state law liability. For the reasons discussed below, Defendant's motion will be denied.
This Court is called upon to interpret the interstate Compact between New Jersey and Delaware. The interpretation of an interstate compact that has been consented to by Congress is a federal question. Cuyler v. Adams, 449 U.S. 433, 438 (1981). Accordingly, jurisdiction in this Court is proper under 28 U.S.C. § 1331.
Defendant DRBA moves for judgment on the pleadings under Federal Rule of Civil Procedure 12(c). Rule 12(c) provides:
Motion for Judgment on the Pleadings. After the pleadings are closed but within such time as not to delay the trial, any party may move for judgment on the pleadings. If, on a motion for judgment on the pleadings, matters outside the pleadings are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56.
The standard for review of a plaintiff's complaint under Rule 12(c) is identical to that under Federal Rule of Civil Procedure 12(b)(6). See Fed. R. Civ. P. 12(h)(2); see also, Turbe v. Gov't of the Virgin Islands, 938 F.2d 427, 428 (3d Cir.1991). "Dismissal of a complaint pursuant to Rule 12(b)(6) is proper 'only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.'" Hackensack Riverkeeper, Inc. v. Del. Ostego Corp., 450 F. Supp. 2d 467, 484 (D.N.J. 2006) (quoting Hishon v. King & Spalding, 467 U.S. 69, 73 (1984)). The allegations contained in the complaint will be accepted as true. Cruz v. Beto, 405 U.S. 319, 322 (1972). Plaintiff will also be "given the benefit of every favorable inference that can be drawn from those allegations." Schrob v. Catterson, 948 F.2d 1402, 1405 (3d Cir. 1991). However, the plaintiff must make factual allegations and cannot rely on "conclusory recitations of law." Pennsylvania ex rel. Zimmerman v. Pepsico, Inc., 836 F.2d 173, 179 (3d Cir. 1988).
The parties have submitted several attachments to their pleadings and submissions. When a court considers matters outside the pleadings it should convert the motion to a motion for summary judgment to provide the opposing party an opportunity to respond. Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 47 (2d Cir. 1991). However, a court "may consider an undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims are based on the document." Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d 1192, 1196 (3d Cir. 1993). "When a complaint relies on a document . . . the plaintiff obviously is on notice of the contents of the document, and the need for a chance to refute evidence is greatly diminished." Id. at 1196-1197 (citing Cortec, 949 F.2d at 48).
Accordingly, this Court's consideration of the Authority's Compact will not change the applicable standard of review.
Defendant, Delaware River and Bay Authority, is a product of a Congressionally approved compact between the states of New Jersey and Delaware. The Delaware-New Jersey Compact ("Compact"), and thus the DRBA, was created when Congress granted its approval to the agreement previously enacted into legislation by both New Jersey and Delaware.*fn1 See Pub. L. No. 87-678, 76 Stat. 560; N.J. Stat. Ann. § 32:11E-1 (1990); and Del. Code Ann. tit. 17, § 1701 (2006). There are two principal consequences of the Compact: through the Compact both New Jersey and Delaware surrendered a degree of sovereignty over their territory that is ...