However, this fact is not fatal to G&L's pursuit of a preliminary injunction. See e.g., JTH Tax, Inc. v. Gouneh, 721 F. Supp. 2d 132, 139 (N.D. N.Y. 2010) (denying a motion to dismiss a trade secrets misappropriation claim on the grounds that plaintiff had not required defendant to sign a confidentiality agreement because, "the existence of an agreement is merely one of the grounds upon which [trade secret misappropriation] liability may be predicated.") Moreover, the record reveals that G&L took a good number of meaningful steps to protect its alleged trade secrets.

Here, there is no apparent dispute as to the existence and validity of the Stock Purchase Agreement. See CBS Broad. Inc. v. Jones , 460 F.Supp.2d 500, 506 (S.D.N.Y. 2006) (dismissing plaintiff's unjust enrichment claim where neither side contested the validity of the contract); see also JTH Tax, Inc. v. Gouneh , 721 F.Supp.2d 132, 139 (N.D.N.Y. 2010) ("While it is generally impermissible to seek damages in an action sounding in quasi contract where the existence of [a valid written agreement] is undisputed, ... unjust enrichment may be pleaded in the alternative to a claim for breach where the existence of a valid agreement is in dispute.") (internal punctuation and citations omitted).

Moreover, this benefit was clearly acquired at Plaintiffs' expense. After all, it was Plaintiffs, and not Defendants, who expended substantial time, resources, money, and effort to develop these materials."); see also In re Cross Media, 2006 WL 2337177, at *7 ("[Plaintiff's] unjust enrichment claim overlaps its misappropriation of trade secrets claim."); JTH Tax, Inc. v. Gouneh, 721 F. Supp. 2d 132, 139 (N.D.N.Y. 2010) (finding allegations that defendants acquired the plaintiff's "confidential customer lists through improper means and at its expense" and "used and benefitted from the use of these lists" sufficient to survive a motion to dismiss). Given that authority and the Court's discussion and conclusion with respect to the misappropriation-of-trade-secrets claim, there are plainly disputes of material fact precluding summary judgment on the unjust enrichment claim.

While the court has considered these documents in connection with the parties' Rule 12(b)(6) motions to dismiss, the court declines to convert Spencerport's motion into a motion for summary judgment, as plaintiffs—the non-moving parties—have had no opportunity to conduct discovery. See Fed.R.Civ.P. 12(d); JTH Tax, Inc. v. Gouneh, 721 F.Supp.2d 132, 137 (N.D.N.Y.2010) (“[A]s we are in the preliminary throes of litigation, such that the parties have not yet engaged in any discovery, the court is unwilling to address [the defendants'] arguments as they relate to summary judgment.”). In any event, as discussed below, the court finds that Spencerport is entitled to dismissal of all claims against it pursuant to Rule 12(b)(6).

However, where “there is a valid and enforceable contract between the parties, and the subject matter of the unjust enrichment claim is covered by the contract” the unjust enrichment claim must be dismissed. CBS Broad. Inc. v. Jones, 460 F.Supp.2d 500, 506 (S.D.N.Y.2006) (dismissing plaintiff's unjust enrichment claim where neither side contested the validity of the contract); see also JTH Tax, Inc. v. Gouneh, 721 F.Supp.2d 132, 139 (N.D.N.Y.2010) (“While it is generally impermissible to seek damages in an action sounding in quasi contract where the existence of [a valid written agreement] is undisputed, ... unjust enrichment may be pleaded in the alternative to a claim for breach where the existence of a valid agreement is in dispute.”)

However, despite the fact that RBS Citizens never sought an extension of time to file its reply papers, the Court nonetheless declines to reject the reply papers on this ground “because [the Receiver and the SEC] [have] suffered no prejudice from the delay.” Young v. Suffolk County, 922 F.Supp.2d 368, 383 n. 5 (E.D.N.Y.2013); see also JTH Tax, Inc. v. Gouneh, 721 F.Supp.2d 132, 137–38 (N.D.N.Y.2010) (“The court ... is troubled by [the defendants'] failure to offer any justification for their untimely filing [of their reply memorandum of law]. Nonetheless, because [the defendants'] four-day delay did not result in any appreciable harm or prejudice to [the plaintiff], the motion to disregard [the defendants' reply memorandum of law] is denied, and the court will receive [the defendants'] reply memorandum.

Although plaintiffs argue that they may plead contract and quasi-contract claims in the alternative, that is true only when there is a bona fide dispute as to the existence of a valid contract. See JTH Tax, Inc. v. Gouneh, ___ F.Supp.2d ___, 2010 WL 2652127, at *6 (N.D.N.Y. 2010); Hochman v. LaRea, 14 AD3d 653 (2d Dep't 2005).