Under Alaska law, “[i]n order to assert a claim for breach of contract, a plaintiff must generally allege: (1) the existence of a contract; (2) breach; (3) causation; and (4) damages.” Nicdao v. Chase Home Fin., 839 F.Supp.2d 1051, 1068 (D.Alaska 2012) (citing Great W. Sav. Bank v. George W. Easley Co., 778 P.2d 569, 577–78 (Alaska 1989) ; Winn v. Mannhalter, 708 P.2d 444, 450 (Alaska 1985) ). Under New York law, the elements of a cause of action for breach of contract are “(1) the existence of a contract between [the plaintiff] and [the] defendant; (2) performance of the plaintiff's obligations under the contract; (3) breach of the contract by [the] defendant; and (4) damages to the plaintiff caused by [the] defendant's breach.

We have consistently maintained that "[p]unitive damages are not recoverable for breach of contract unless the conduct constituting the breach constitutes an independent tort." ARCO Alaska, Inc. v. Akers, 753 P.2d 1150, 1153 (Alaska 1988); see also Great Western Savings Bank v. George W. Easley Co., 778 P.2d 569, 580 (Alaska 1989) ("punitive damages are not normally allowed on a breach of contract claim unless the conduct would also be a tort"); Walt v. State, 751 P.2d 1345, 1354 (Alaska 1988) (punitive damages unavailable because claimant "assert[ed] no recognizable tort claims"); Wien Air Alaska v. Bubbel, 723 P.2d 627, 630-31 (Alaska 1986). Thus, it would seem that we must decide whether Racine's hybrid action is a "tort" for purposes of determining the availability of punitive damages.

"White v. State ex rel. Block, 597 P.2d 172, 176 n. 13 (Alaska 1979) (quoting 6 Harold Remington, A Treatise on the Bankruptcy Law of the United States § 2874 (5th ed. 1952)); see also Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569, 581 (Alaska 1989).White, 597 P.2d at 175-76.

Creating a broader tort remedy would disrupt the certainty of commercial transactions and allow parties to escape contractual allocation of losses. Therefore, an action for breach of the implied covenant of good faith and fair dealing sounds in contract alone.Id.; Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569, 581 (Alaska 1989). Transamerica also relies on a California case, Seaman's Direct Buying Serv., Inc. v. Standard Oil Co., 36 Cal.3d 752, 206 Cal.Rptr. 354, 363, 686 P.2d 1158, 1167 (1984).

Cases cited by ACI II are consistent with this conclusion. ACI II contends that Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569 (Alaska 1989), establishes its third party beneficiary status. In that case, we did hold that the defendant lender's loan to a borrower created enforceable rights in a third party creditor.

Id. (citing Brownlee v. Vang, 206 Cal.App.2d 814, 24 Cal. Rptr. 158 (1962)).See Great W. Sav. Bank v. George W. Easley Co., 778 P.2d 569, 579 (Alaska 1989) ("It is noteworthy that appellant does not contend that equitable estoppel will not support a claim for affirmative relief. The general rule is to that effect.

That claim, however, would be litigated in the court of claims, not this Court. It is less clear but likely that she would have a separate claim for misrepresentation either in equity for restitution or at law for negligent or fraudulent misrepresentation. See ARCO Alaska, Inc. v. Akers, 753 P.2d 1150, 1153 (Alaska 1988); Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569, 580-81 (Alaska 1989); Turnbull v. LaRose, 702 P.2d 1331, 1334 (Alaska 1985) (non-disclosure). The United States has not consented to be sued for such claims.

) 778 P.2d 569 (Alaska 1989). Id. at 581.