MEMORANDUM AND ORDER Defendant SMS Consortium, LLC (“defendant” or “SMS”) moves for leave to amend its answer and assert counterclaims pursuant to Rule 15(a)(2) of the Federal Rules of Civil Procedure. I heard oral argument on March 4, 2020. (See Transcript of Proceedings held on Mar. 4, 2020 (“Tr.”), Dkt. No. 35.) For the reasons stated below, defendant’s motion is granted.1 BACKGROUND Plaintiff Voice Tele Services Inc. (“plaintiff” or “VTS”) brought this diversity action in June 2019, and has twice amended its complaint.2 (See Amended Complaint, dated July 2, 2019, Dkt. No. 12; Second Amended Complaint, dated Sept. 19, 2019 (“Second Am. Compl.”), Dkt No. 23.) It asserts New York state law claims for breach of contract, account stated, and unjust enrichment. (See generally Second Am. Compl.) Plaintiff alleges that on November 2, 2018, VTS entered into a Reciprocal Carrier Services Agreement (the “Agreement”) to provide telecommunication services for SMS. (Id.
1, 6, 19-20, Ex. 1.) Specifically, international phone calls pass through several telecommunication routes, known as “pipelines,” before reaching their final destination, all of which occurs in fractions of seconds. (See Defendants’ Letter Motion to Amend, dated Jan. 21, 2020 (“Defs.’ Mot.”), Dkt. No. 27, at 1.) VTS alleges that it sold SMS access to one of its pipeline routes for calls to pass through to Morocco. (See id., Second Am. Compl., Ex. 1.) SMS allegedly re-sold this route to its customer Prime Global Communications (UK) Ltd. (“Prime”). (Answer to Amended Complaint, dated Oct. 2, 2019 (“Answer”), Dkt. No. 24, 1.) The Agreement between VTS and SMS ended on January 31, 2019. (Def.’s Mot. at 1-2.) VTS sent out four invoices in total under the Agreement (the “Four Invoices”). The first invoice was in November 2018 for $188,010.19; the second invoice was in December 2018 for $192,828.29, and the third invoice was in January 2019 for $106,997.46. (Id. at 2.) The first three invoices were paid in full. (Id.) According to SMS, they were paid by Prime. (Proposed Amended Answer and Counterclaims (“Proposed Am. Answer”), Dkt. No. 27-1, at 2.) A fourth invoice for $300,281.83, Invoice No. 323 for services allegedly rendered in the second part of January 2019, was not paid, and it is the subject of VTS’s Second Amended Complaint. (Second Am. Compl.
