OPINION & ORDER Plaintiff Boston Tea Company brings this action against Defendant Bay Valley alleging Breach of Contract and the Implied Covenant of Good Faith and Fair Dealing, Unfair Competition, Misuse of Confidential Information, Tortious Interference with Contract, and Tortious Interference with Prospective Business Advantage all in connection with a licensing agreement. Plaintiff also seeks injunctive relief and an accounting of Defendant’s net sales and royalty calculations from 2014 through March 31, 2017, or in the alternative permission to inspect Defendant’s books and records. Defendant has now moved to dismiss the Amended Complaint. ECF No. 29. After careful consideration, Defendant’s Motion to Dismiss is GRANTED in part and DENIED in part. The Court holds that Plaintiff has failed to state claim as to Tortious Interference with Contract, Injunctive Relief, and Accounting.BACKGROUNDI. Scope of License AgreementPlaintiff Boston Tea is a corporation that sells tea and related products under tradenames including BOSTON TEA, BENTLEY’S, LORD BUCKLEY’S, and WINDSOR GARDENS. Am. Compl. 11, ECF No. 27. Defendant Bay Valley is a national provider of shelf-stable foods. Id. at 12. In January 1, 2012, Plaintiff entered into a License Agreement with North American Tea & Coffee Inc., which was ultimately acquired by Bay Valley’s parent company TreeHouse. Id. 17. As a result, Defendant succeeded to North American Tea & Coffee Inc.’s rights and obligations under the License Agreement with Boston Tea’s consent. Id. The License Agreement provided Defendant with an exclusive worldwide license to sell and distribute Plaintiffs products. Id. at 18. The License Agreement expressly prohibited Defendant from entering into a sublicensing agreement absent written consent from Plaintiff. Id. at 19. Plaintiff also entered into an Asset Purchase Agreement with Defendant’s predecessor-in- interest, under which Plaintiff “sold certain assets but expressly did not sell, and retained ownership of, certain intangible assets including [Plaintiff's] intellectual property and goodwill related to [Plaintiff's] intellectual property.” Id. at 22.The License Agreement, which was to be for a term of 15 years, required Defendant to provide a “Quarterly Royalty Statement” to Plaintiff within 45 days after the end of each calendar quarter; granted Plaintiff the right to inspect Defendant’s books and records; prohibited Defendant from engaging in any “deceptive, misleading or unethical trade practice of advertising, or take or fail to take any action…that would reasonably be expected to adversely affect [Plaintiffs] reputation or the goodwill associated with the Intellectual Property…;” and, allowed Plaintiff to terminate the license if Defendant did not achieve annual net sales of at least $3.5 million for two consecutive years Id. at
24-28.II. Allegations of Misconduct Prior to Agreement to Terminate License AgreementPlaintiff first alleges that in 2014, Defendant failed to provide Plaintiff with certain required statements, which resulted in underpayment of royalties by Defendant. Id. at 33. This prompted Plaintiff to advise Defendant that it was considering terminating the License Agreement due to low sales performance. Id. at 34. In response, Defendant informed Plaintiff that its previous reports were erroneous, and that Defendant had sold significantly more tea than was reported. Id. Though Defendant stated it would provide a corrected report, it never did so. Id. Plaintiff also alleges that Defendant failed to provide accurate sales reports for 2015 and 2016, and has yet to provide any final reports for 2016, resulting in underpayment of significant royalties. Id.Plaintiff next alleges that Defendant entered into an unauthorized sublicense agreement with MSRF, a third party. Defendant, however, asserts that its agreement with MSRF was a “Distribution Agreement.” Id. at 36. Plaintiff claims that the Distribution Agreement gave MSRF exclusive rights to sell Plaintiffs brands in North America, and that MSRF was Defendant’s de facto agent during the relevant period making Defendant liable for the acts and omissions of MSRF. Id. at
