MEMORANDUM AND ORDER Plaintiff Lenco Diagnostic Laboratories, Inc. (“plaintiff” or “Lenco”) moves for leave to amend its Second Amended Complaint to add an alternative claim for breach of contract. Defendant McKinley Scientific, Inc. (“defendant” or “McKinley”), the only remaining defendant in this case, opposes the motion. I heard oral argument on November 22, 2019.1 For the reasons stated below, plaintiff’s motion is granted. BACKGROUND AND PROCEDURAL HISTORY Familiarity with the prior proceedings is assumed. Briefly, plaintiff, a clinical laboratory based in Brooklyn, New York, commenced this diversity action on March 18, 2015. It alleges, inter alia, that McKinley, a New Jersey company that acts as a selling agent for new and used laboratory equipment, made false representations to plaintiff regarding its ability to assist plaintiff with developing and certifying a mass spectrometry (“MS”) toxicology testing operation in accordance with New York State Department of Health (“DOH”) procedures. (See Complaint, dated Mar. 18, 2015 (“Compl.”), Dkt. No. 1; Second Amended Complaint, dated Oct. 3, 2018 (“Second Am. Compl.”), Dkt. No. 74.) Lenco claims to be “one of the largest independent clinical labs in the region, with well over 100 employees, offering a full range of diagnostic services to doctors, hospitals and individual patients.” (Second Am. Compl. 22.) In 2012, “Lenco decided to add clinical toxicology to its expanding menu of diagnostic services” and thus “needed to purchase MS equipment, consisting of numerous pieces of advance technology machinery integrated with software as well as the necessary supplies, additional staff and support services.” (Id. 23.) Plaintiff explains that MS is a “testing procedure that helps identify the amount and type of chemicals present in a sample by measuring the mass-to-charge ratio and abundance of gas-phase ions.” (Id. 24.) MS is “a highly complex testing process, involving sophisticated equipment and protocols that enable labs to test for chemical substances in, among other things, urine and blood — with accuracy and sensitivity significantly greater than with other, older testing procedures.” (Id. 25.) In addition, according to plaintiff, MS is “a heavily regulated field of diagnostics” and “each state has developed its own regulations and procedures governing certification of labs for MS testing.” (Id. 26.) In New York, the DOH “is responsible for quality review and certification of all clinical labs, including with respect to MS testing.” (Id. 27.) The DOH’s certification procedure “is a multi-step process requiring a lab…seeking to engage in MS testing to: (i) provide a set of accurate, reproducible and scientifically robust instructions for MS testing of laboratory samples, commonly referred to as “methods;” (ii) validate these methods internally through a series of scientific experiments, patient sample simulations as well as data collection and analysis, commonly referred to as “Method Validation”; and (iii) submit these methods and the standard operating procedure manuals (“SOPM”) to DOH for review and approval.” (Id. 28.) Labs “are further required to conduct proficiency tests (hereinafter “Proficiency Testing”) on simulated patient samples provided by DOH and report the results to DOH, which judges the accuracy of these results in determining whether to provide the lab with the appropriate license.” (Id. 29.) Because Lenco “had neither the necessary in-house expertise nor sufficient resources” to carry out these requirements, it alleges that it sought out a “turn-key” toxicology operation. (Id. 30.) Lenco claims that between January and March 2012, Martin Steel, a senior executive at McKinley, repeatedly represented to it that McKinley “was going to be able to deliver precisely the type of ‘turn-key’ operation Lenco was looking for.” (Id.
31-32.) Lenco alleges that on March 15, 2012, it paid McKinley $608,890 for equipment and services, including: (1) three refurbished “Thermo TSQ Quantum Ultra” machines (“MS Machines”); (2) two “Peak Scientific N2″ generators (“Generators”); (3) numerous pieces of supporting equipment; and (4) comprehensive consulting and technical support services necessary to assist Lenco in launching toxicology diagnostics. (Id.
