I would modify, on the law, only to the extent of dismissing the cause of action for unjust enrichment, and would otherwise affirm.
This action alleges fraudulent conveyances under New York’s Debtor and Creditor Law, breach of contract and unjust enrichment. Plaintiffs hold financial guaranty insurance policies issued by defendant MBIA Insurance Corporation (MBIA Insurance), a wholly owned subsidiary of MBIA Inc., that cover a wide variety of “structured-finance” products, such as mortgage-backed securities. Under the policies, MBIA Insurance unconditionally and irrevocably promised to make payments if the obligors on the insured underlying instruments failed to pay. In December 2008, MBIA Inc. submitted an application to the New York State Insurance Department that sought approval to carry out various transactions as part of a restructuring. In February 2009, the Insurance Department issued a letter approving and/or not disapproving and/or not objecting to certain aspects of the proposal. The application was not made upon notice to plaintiffs or any other policyholders of MBIA Insurance.
The restructuring involved an integrated series of related-party transfers, including MBIA Insurance paying a $1,147 billion dividend to MBIA Inc.; MBIA Insurance transferring $938 million of cash and securities, as well as 100% of the common stock of MBIA Illinois (a wholly-owned and controlled subsidiary of MBIA Insurance) to MBIA Inc.; and MBIA Inc. transferring the cash and securities received from MBIA Insurance to MBIA Illinois.1
In what plaintiffs describe as one of the largest fraudulent conveyances in history, involving more than $5 billion in assets, plaintiffs allege that “[i]n an unlawful attempt to escape MBIA Insurance’s coverage obligations to [p]laintiffs and other policyholders, [defendants executed a series of fraudulent conveyances, in breach of MBIA Insurance’s contracts, to transfer MBIA Insurance assets into MBIA Illinois—an entity that [defendants structured to be free from liabilities or other obligations to [p]laintiffs.” Plaintiffs further allege that defendants intentionally “ensured that, regardless of the fate of MBIA Insurance, MBIA Inc. will continue to own (and its senior management will continue to be handsomely paid to operate) a new insurance business financed using assets stripped out of *250MBIA Insurance and shielded from its creditors” and that MBIA Inc.’s CEO publicly acknowledged that one of the restructuring objectives “was to weaken MBIA Insurance so much that structured-finance policyholders like [pjlaintiffs would be pressured to ‘cut a settlement today’ and surrender their policies for a fraction of their former values.”
Plaintiffs allege that the restructuring left MBIA Insurance undercapitalized and insolvent; that the improperly transferred assets are no longer available to pay claims of plaintiffs and other structured-finance policyholders, exposing them to potentially billions of dollars of losses; and that the restructuring drove MBIA Insurance’s credit rating from investment grade to six steps below investment grade into junk territory. The complaint seeks to set aside the allegedly fraudulent transfers or, in the alternative, a declaration that MBIA Inc., MBIA Insurance and MBIA Illinois are jointly and severally liable to plaintiffs under plaintiffs’ insurance policies, or an award of damages.
The motion court correctly rejected defendants’ argument that this action must be dismissed as a collateral attack on the Superintendent’s determination to approve and/or decline to disapprove the transactions. While defendants assert, and the majority agrees, that plaintiffs’ attempt to have the restructuring transactions set aside is an impermissible collateral attack on the Superintendent’s actions, as noted above, plaintiffs also seek damages or, alternatively, a declaration that defendants are jointly and severally liable to plaintiffs under the policies. This alternative demanded relief concerns matters that clearly were not considered or passed upon by the Superintendent, and may be outside the scope of any review that would be undertaken by the Superintendent and beyond the Superintendent’s authority. Indeed, no financial determination by the Superintendent would be dispositive of the causes of action pursuant to the Debtor and Creditor Law because the timing of the relevant financial analysis is distinct. The restructuring application was filed with the Superintendent in December 2008 and the determination issued in February 2009, prior to the alleged fraudulent conveyances, whereas “[u]nder traditional fraudulent conveyance rules, the solvency test is to be conducted at the time of the conveyance” (In re Best Prods. Co., Inc., 168 BR 35, 54 [SD NY 1994], affd 68 F3d 26 [2d Cir 1995]).
Additionally, plaintiffs allege that defendants misled the Superintendent regarding defendants’ financial condition and the *251impact that these transactions would have on MBIA Insurance and its policyholders. While the majority notes that plaintiffs neither specifically make this allegation nor name the Superintendent as a party to this action, it is evident from a reading of the allegations of the complaint and the record in opposition to the motion to dismiss that this is one of the claims. For example, plaintiffs allege that “MBIA Inc.’s projections have been demonstrably unreliable in the past . . . MBIA Insurance’s loss estimates on multi-sector collaterized debt obligations increased from $1.7 billion on December 31, 2008 to $1.9 billion as of March 31, 2009.” MBIA Inc. filed its restructuring application in December 2008 and the Superintendent issued his determination in February 2009, the time frame identified by plaintiffs as when the debt obligations projected by MBIA Inc. were significantly underestimated.
The Superintendent’s determination expressly states, several times, that the approvals were issued in reliance on the truth of the representations and submissions of defendants. The majority’s quibble that plaintiffs don’t specifically allege that defendants deceived the Superintendent elevates form over substance. In determining a motion to dismiss pursuant to CPLR 3211, the court must “accord plaintiffs the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory” (Leon v Martinez, 84 NY2d 83, 87-88 [1994]).
The salient point here is that it does not follow, as the majority posits, that because the Superintendent’s determination about the restructuring was “comprehensive,” this action is an impermissible collateral attack on that determination, when plaintiffs have alleged, for example, that MBIA Inc.’s loss estimates on debt obligations, relied upon by the Superintendent, were unreliable and grossly inaccurate. There is no proof at this stage of the litigation, in the context of a CPLR 3211 motion addressed to the pleading, that the Superintendent was aware of the alleged misrepresentations and violations of the Debtor and Creditor Law that purportedly occurred here (see Fiala v Metropolitan Life Ins. Co., 6 AD3d 320, 321 [2004]). Here, in contrast to Fiala, none of the causes of action are properly dismissed pursuant to CPLR 3211. As was noted by the District Court in Aurelius Capital Master, Inc. v MBIA Ins. Corp. (695 F Supp 2d 68 [SD NY 2010]), a case similar to this one, brought as a class action by other policyholders against the MBIA defendants concerning the same allegedly fraudulent *252conveyances, “[e]ven where a claim challenges the sufficiency of a plan approved by the Superintendent, . . . the preclusive effect of the Superintendent’s decision is necessarily limited by the scope of the Superintendent’s review” (id. at 74). In Aurelius, the District Court concluded that
“[biased solely on the approval letter, and without the benefit of any discovery, the scope of the Superintendent’s approval is insufficiently clear for the Court to hold that Plaintiffs’ claims must fail as a matter of law. Defendants may instead raise the collateral attack defense at summary judgment, as Fiala contemplates” (id. at 75).
While defendants assert that the Superintendent contemplated all of plaintiffs’ allegations in making his determination, defendants have not demonstrated that the Superintendent took into account the issues raised by plaintiffs, especially considering that plaintiffs had no opportunity to be heard by the Superintendent regarding these transactions. As noted above, the Superintendent has expressly stated that the approvals were issued in reliance on the truth of the representations and submissions of defendants. The policyholders had no notice or opportunity to contest the “truth” of the MBIA defendants’ submissions to the Superintendent.
Significantly, in Fiala (6 AD3d 320 [2004], supra [involving demutualization of an insurance company]), as well as other cases cited by defendants where plenary lawsuits against private parties were dismissed as collateral attacks on an administrative agency’s determination, there was notice and a hearing or other opportunity to participate in the process (see e.g. Steen v Quaker State Corp., 12 AD3d 989 [2004] [drilling permit issued by Department of Environmental Conservation]; Brawer v Johnson, 231 AD2d 664 [1996] [bank demutualization]; Matter of East N.Y. Sav. Bank Depositors Litig., 145 Misc 2d 620 [1989], affd 162 AD2d 251 [1990] [bank demutualization]).
Furthermore, defendants’ argument that plaintiffs may only properly raise these claims in the article 78 proceeding which plaintiffs commenced is unavailing. Whether the Superintendent had a rational basis for his determination to approve/not disapprove the transactions, based upon the information provided to him by defendants, without any input by plaintiffs, is a distinctly different matter from plaintiffs’ allegation in a plenary action that defendants committed fraudulent conduct and violated the Debtor and Creditor Law, especially where *253plaintiffs claim that the Superintendent was intentionally misled by defendants regarding MBIA Insurance’s financial condition and the impact that the transactions would have on MBIA Insurance and its policyholders.
Notably, none of the cases cited by the majority in which an article 78 proceeding was determined to be the sole remedy involved a situation such as the one here, where the agency held no hearing nor afforded affected persons an opportunity to be heard or otherwise provide input regarding the determination. And in Fiala (6 AD3d 320 [2004], supra), relied upon by the majority, this Court permitted the plaintiffs to press the claim that certain defendants had accorded a large policyholder preferential treatment in the course of the demutualization by allocating it excessive shares, “since there [was] no indication that the Superintendent was aware of the alleged excessive allocation at the time he passed upon the Plan” (6 AD3d at 321). While the majority notes that plaintiffs do not claim that the Superintendent violated lawful administrative procedure by failing to provide notice and an opportunity to be heard, this misses the point—that plaintiffs had no notice, and no opportunity to be heard, is pertinent to what was considered by the Superintendent. That plaintiffs have commenced an article 78 proceeding, where the standard of review is limited to whether there was a rational basis for the determination, does not require dismissal of this plenary action, which does not even seek relief from the Superintendent.2
Regarding defendants’ arguments directed to the sufficiency of the pleading, I agree with the majority’s conclusion that plaintiffs have not stated a cause of action for unjust enrichment by alleging that MBIA Inc. and MBIA Illinois should return assets to MBIA Insurance, in that plaintiffs did not pay premiums to MBIA Inc. and MBIA Illinois, and thus cannot allege that these entities have been unjustly enriched at plaintiffs’ expense (IDT Corp. v Morgan Stanley Dean Witter & Co., 12 NY3d 132, 142 [2009]). However, the remaining causes of action should be sustained.
In asserting the claim for breach of contract premised upon a breach of the implied covenant of good faith and fair deal*254ing, by alleging, among other things, that MBIA violated the covenant by substantially reducing the likelihood that MBIA Insurance will be able to pay its policyholders, plaintiffs have properly alleged that defendants took steps that “will have the effect of destroying or injuring the right of [plaintiffs] to receive the fruits of the contract” (Dalton v Educational Testing Serv., 87 NY2d 384, 389 [1995] [internal quotation marks and citation omitted]; see also MBIA Ins. Corp. v Countrywide Home Loans, Inc., 2009 NY Slip Op 31527[U], *19 [where in a case brought by MBIA, the motion court held that MBIA had adequately stated a claim for breach of the implied covenant of good faith by alleging that defendant “exercised its discretion in bad faith to deprive (plaintiff) of the fruits of the agreements and unfairly shifted the risks of default and delinquencies to MBIA”]).
While the majority concludes that the claim for a declaratory judgment and piercing of the corporate veil must be dismissed on the ground that it seeks an advisory opinion on future events that may never occur, the cases cited by the majority involve declaratory judgments regarding the potential implementation of an emergency plan that was subject to future approval by a federal agency (Cuomo v Long Is. Light. Co., 71 NY2d 349 [1988]), and the possibility of being granted a newsstand license and then potentially being required to reimburse a franchisee (Uhlfelder v Weinshall, 47 AD3d 169 [2007]). In contrast, the alleged domination of the corporation and abuse of the corporate form has already occurred here.
Furthermore, it is not “necessary that an unsatisfied judgment first be obtained to pierce the corporate veil.” (Chase Manhattan Bank [N.A.] v 264 Water St. Assoc., 174 AD2d 504, 505 [1991]; see also Ross v Stuart Intl., 275 AD2d 650 [2000].) Plaintiffs have made “sufficient allegations to sustain a cause of action to pierce the corporate veil by alleging that the individual defendant dominated and controlled the corporation and caused the corporation to make fraudulent conveyances” (Chase Manhattan Bank [N.A.] v 264 Water St. Assoc., 174 AD2d at 505).
The majority holds that plaintiffs’ claim that MBIA Inc. and MBIA Insurance share senior management personnel is insufficient to show MBIA Inc. has abused the privilege of doing business in the corporate form. However, plaintiffs allege much more than domination by MBIA Inc. For example, plaintiffs allege that MBIA Insurance received
*255“no value whatsoever in exchange for its $1,147 billion dividend of cash and securities paid to MBIA Inc.”; that
“MBIA Insurance also received no value whatsoever in exchange for transferring away the additional $938 million and the 100% of MBIA Illinois’ common stock that it had owned [and although MBIA Inc. gave MBIA Insurance shares of MBIA Insurance’s own common stock, those shares were worthless pieces of paper to MBIA Insurance because, both before and after this transaction, MBIA Insurance was a wholly owned and controlled subsidiary of MBIA Inc.”;
and that as a result of the fraudulent restructuring, “MBIA Illinois now holds claims-paying assets that support the municipal-bond business, but that cannot be reached by structured-finance policyholders such as [plaintiff's (absent the relief sought in this action),” all in order to enrich MBIA Inc., with resulting injury to plaintiffs.
“The party seeking to pierce the corporate veil must establish that the owners, through their domination, abused the privilege of doing business in the corporate form to perpetrate a wrong or injustice against that party such that a court in equity will intervene” (Matter of Morris v New York State Dept. of Taxation & Fin., 82 NY2d 135, 142 [1993]). “Veil-piercing is a fact-laden claim that is not well suited for summary judgment resolution” (First Bank of Ams. v Motor Car Funding, 257 AD2d 287, 294 [1999]), much less for resolution on a pre-answer, pre-discovery motion.
Mazzarelli and Sweeny, JJ., concur with Freedman, J.; Tom, J.P., and Abdus-Salaam, J., dissent in part in a separate opinion by Abdus-Salaam, J.
Orders, Supreme Court, New York County, entered February 18, 2010, March 2, 2010 and March 5, 2010, reversed, on the law, with costs, and the motion granted. The Clerk is directed to enter judgment in favor of defendants dismissing the complaint.
. Plaintiffs allege that in the fraudulent restructuring, MBIA Illinois became a wholly owned and controlled subsidiary of another entity that, in turn, is a wholly owned and controlled subsidiary of MBIA Inc.
. In the absence of notice of the proceedings before the Superintendent of Insurance, it was merely fortuitous that these plaintiffs learned of the adverse determination within the four-month statute of limitations period. If the majority’s position is accepted, the nonparty who learns of an adverse determination after the expiration of the statute of limitations would be left without a remedy.