MEMORANDUM AND ORDER Aneri Jewels LLC (“Aneri”) moves to dismiss the first amended complaint of Shipping & Finance, Ltd. (“SFL”). The Court grants Aneri’s motion for the reasons stated below. Background SFL provides investment banking and financing services to its clients. First Am. Compl. (“FAC”) 6. Aneri distributes jewelry. FAC 7. Laxmi Diamond Pvt. Ltd. (“Laxmi”), which is headquartered in India, owns Aneri. FAC 8. In February 2018, SFL and Aneri executed an Advisory and Financing Agreement (the “Agreement”) for SFL to “act as [the] exclusive financial advisor and placement agent to [Aneri] for raising working capital or other debt financing in connection for [sic] [Aneri's] New York operations (‘Proposed Financing’).” Declaration of Stephen Wagner, Ex. 2 (“AFA”) at 1. Under the Agreement, SFL was to perform various services in order to procure financing proposals from lenders for Aneri. AFA at 1. In exchange for those services, Aneri agreed to pay SFL a “Success Fee,” which the Agreement defined as 2 percent of “the amount of debt financing stated in the loan facility agreement from the Lender.” AFA at 2. The Agreement provided that Aneri would pay SFL half of the success fee “once the sanction letter is signed” and the other half “at the time of the first disbursement.” AFA at 2. A “sanction letter” is another name for a term sheet. FAC 16. Aneri also “agree[d] to reimburse SFL…for its reasonable out-of-pocket and travel expenses incurred in…performance of the service[s] hereunder” so long as SFL “s[ought] approval for th[ose] expenses in advance….” AFA at 2. The Agreement contained a termination clause under which “[t]he engagement may be terminated by [Aneri] or [SFL] at any time upon written notice to the other party 120 days following the execution date of this Agreement….” AFA at 2. It provided that New York law governed its terms, and a merger clause stated that the Agreement was “the sole and entire Agreement between the parties…and supersedes all prior agreements, representations and understandings of the parties.” AFA at 2. SFL negotiated the terms of the Agreement with Laxmi in India. FAC 10. Between February and August 2018, SFL prepared marketing materials, met with lenders, and ultimately secured multiple funding proposals for Aneri. FAC
21-24. One of those lenders was Sterling National Bank (“Sterling”), with which SFL negotiated a draft sanction letter. FAC
