The following e-filed documents, listed by NYSCEF document number (Motion 001) 1, 7, 8, 9, 10, 11, 12, 13, 14 were read on this motion to/for DISMISSAL. DECISION ORDER ON MOTION In motion sequence number 001, plaintiff Revlon Consumer Products Corporation (Revlon), moves, pursuant to CPLR 3211 (a) (1) and (7), to dismiss defendant Pacific World Corporation’s (Pacific World) counterclaim for breach of contract. Background The following facts are alleged in the answer unless noted otherwise, and for purposes of this motion, accepted as true. On January 28, 2002, the parties entered into a licensing agreement, which the parties amended and restated on December 12, 2003, and subsequently amended in May 2005, October 2006, April 2008, December 2009, June 2011, and May 2013 (collectively, Agreement) (NYSCEF Doc No. [NYSCEF] 10, Summons and Complaint 12; NYSCEF 12, Answer and Counterclaim 12). Under the Agreement, Revlon, as licensor, agreed to grant a license to Pacific World, as licensee, to use the Revlon trademark in connection with the manufacturing, merchandising, promotion, advertising, sale and distribution of certain merchandise (NYSCEF 11, Agreement at 1). The Agreement required Pacific World to pay Revlon a minimum royalty within thirty days following the close of each calendar quarter, with each royalty payment accompanied by a statement signed and certified by Pacific World’s Chief Financial Officer (NYSCEF 11, Agreement §6). The Agreement expired by its terms on December 31, 2018 (id., §3.A). On June 6, 2019, Revlon initiated this breach of contract action against Pacific World for its alleged failure to pay royalties and to provide royalty reports (NYSCEF 10, Summons and Complaint). On July 10, 2019, Pacific World filed its answer, asserting a counterclaim for breach of contract (NYSCEF 12, Answer and Counterclaim). Pacific World alleges that Revlon breached the Agreement by: (1) “failing to provide reasonable assistance to Pacific World during the life of the Agreement in connection with the design direction and quality of the Licensed Merchandise”1 (id. 67); (2) “unreasonably withholding approval for certain advertising, marketing, and/or promotional programs or initiatives” (id. 69); and (3) failing to “‘at all times act in manner consistent with good and sound business practices and the terms and conditions of this agreement’” (id.
