MEMORANDUM OPINION AND ORDER Plaintiff Donald F. McBeth brings this action against Defendants Spectra Financial Group LLC (“Spectra Financial”), Spectra Investment Group LLC (“Spectra Investment” and, collectively, the “Spectra Entities”), and Gregory I. Porges, claiming that Defendants fraudulently induced McBeth to invest $5 million in their hedge fund based on misrepresentations regarding Porges’ investment track record. In their answer to Plaintiff’s Third Amended Complaint, filed on March 28, 2018, Defendants assert a counterclaim for breach of contract (the “Counterclaim”), arguing that they are entitled to attorneys’ fees incurred in this lawsuit based on McBeth’s breach of his representation that he had relied on only certain documents in deciding whether to invest in the fund. McBeth now moves, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, to dismiss the Counterclaim. For the reasons that follow, McBeth’s motion is DENIED.BACKGROUNDThe Court presumes familiarity with the background of this case. It sets forth and accepts as true only those facts — taken from the Third Amended Complaint (or “TAC”), the Counterclaim, and documents incorporated by reference into the pleadings, see, e.g., Weisman Celler Spett & Modlin, P.C. v. Trans-Lux Corp., No. 12-CV-5141 (JMF), 2014 WL 476348, at *1 (S.D.N.Y. Feb. 6, 2014) — that are relevant to the resolution of McBeth’s motion.In June 2010, McBeth committed to investing in Defendants’ hedge fund (the “Spectra Fund” or the “Fund”). (Docket No. 149 (“TAC”),38; Docket No. 156 (“Counterclaim”),13).1 He reached the decision to invest after discussing the Spectra Fund with, and receiving marketing materials and an audit report depicting Porges’ historical investment performance from, Deborah Rose, the Chief Operating Officer of Spectra Financial and a member of Spectra Investment. (TAC
23-38). Relying at least in part on those discussions and materials, McBeth invested $5 million in the Fund — specifically, $2 million on November 1, 2010, and another $3 million on December 1, 2010. (Id.
