MEMORANDUM OPINION AND ORDER Defendant Livewire Ergogenics Inc. borrowed $30,000 from Plaintiff American E Group LLC. That $30,000 loan, documented by a five-page promissory note, has metastasized into a six-party, now multi-year, federal action involving multiple claims and counterclaims. Plaintiff has requested leave to amend the complaint to add yet another party and still more claims. Because certain of the proposed amendments to the complaint are contradicted by the unambiguous language of the parties’ promissory note, those aspects of the proposed amendment are denied as futile. The Court grants Plaintiff leave to amend the complaint in all other respects. I. BACKGROUND The Court assumes familiarity with its prior opinion (the “Prior Opinion”) in connection with the first motion to dismiss brought by Defendant Livewire Ergogenics Inc. (“Livewire”). See Am. E Grp. LLC v. Livewire Ergogenics Inc., No. 1:18-CV-3969-GHW, 2018 WL 5447541 (S.D.N.Y. Oct. 29, 2018). In the Court’s Prior Opinion, the Court evaluated the language of the promissory note (the “Note”), dated as of November 17, 2015, executed by Livewire in favor of Plaintiff American E Group LLC. Am. Compl. (ECF No. 7) Ex. A. The Court’s analysis in the Prior Opinion focused on the following provision of the Note: Moreover, as additional consideration for this Note, the Borrower will give to the Lender restricted shares of the Borrower equal to US$50,000.00 (the “Restricted Shares”) that will be convertible to freely tradeable shares on the Maturity Date. The Borrower will provide to the Lender, at the Borrower’s expense, an opinion of counsel stating that, on the Maturity Date, the Restricted Shares are freely transferrable pursuant to SEC Rule 144A…. Id. at 1. The Court concluded that “the value of the Restricted Stock to be provided pursuant to the Note is unambiguous. The Note states that, ‘as additional consideration for this Note, [Defendant] will give to [Plaintiff] restricted shares of [Defendant] equal to $50,000…that will be convertible to freely tradeable shares on the Maturity Date.’” Prior Opinion, 2018 WL 5447541, at *5. On December 7, 2018, Plaintiff filed a motion requesting leave to amend the complaint (the “Motion to Amend”). Dkt. No. 61. The Motion to Amend proposed to amend the complaint to add another defendant, Bill Hodson, the CEO and majority shareholder of Livewire. See Proposed Second Amended Complaint (“SAC”), Dkt. No. 62-1, at
5, 12, 26, 27, 60-66. The SAC asserts a claim for tortious interference with contract against Mr. Hodson based on allegations that he caused Livewire to breach its obligations under the Note to deliver shares to Plaintiff so that he could maintain control over the company. Id. at 27. The issuance of additional shares, the proposed SAC alleges, would have significantly diluted Mr. Hodson’s equity position in Livewire, and left Plaintiff as the company’s largest shareholder. Id. The proposed SAC also recharacterizes the issuance of stock pursuant to the Note. Plaintiff proposes to plead that the Note “was intended to include two separate transactions. The first transaction was a loan…. The second transaction was essentially a purchase by Plaintiff of $50,000 worth of…stock…the consideration for which was the making of the loan without a personal guarantee from Hodson….” SAC at
