Integrated Computer Solutions, Inc. Plaintiff-in-Counterclaim, v. Magnacoustics, Inc., Defendant-in-Counterclaim -and- Administrator for the Estate of Wayne Lederer, Third-Party Defendant MEMORANDUM & ORDER Before the Court are two cross motions to dismiss.1 Plaintiff Magnacoustics, Inc. (“Magnacoustics”) brought this action against Defendants Integrated Computer Solutions, Inc. (“ICS”) and its CEO Peter Winston (“Winston”) (collectively, the “ICS Parties”) alleging various claims based in contract and fraudulent inducement. (Dkt. No. 1 (“Compl.”)). Earlier in this action, the ICS Parties filed a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) (“Rule 12″) for failure to state a claim, challenging the fraudulent inducement claim as well as the entire suit on jurisdictional grounds. (Dkt. No. 38 (“ICS Parties’ Mot. to Dismiss”)). While the Court addressed the jurisdictional issues, the challenge to the fraudulent inducement claim was temporarily set aside. (Dkt. No. 53 (“Jurisdictional Order”) at 5 n.2). In answering the Complaint, ICS asserted counterclaims against Magnacoustics and brought a Third-Party Complaint against Wayne Lederer (“Lederer”)2 for similar claims based in contract and fraud. (Dkt. No. 55 (“Third Party Compl. & Countercl.” or “Answer”)). Subsequently, Magnacoustics and Lederer (collectively, “the Magna Parties”) also brought a motion under Rule 12(b)(6) seeking to dismiss the Third-Party Complaint against Lederer in its entirety as well as certain counterclaims. (Dkt. No. 67 (“Magna Parties’ Mot. to Dismiss”)). For the reasons discussed below the ICS Parties’ motion to dismiss the fraudulent inducement claim is granted and Magnacoustics’ motion to dismiss is granted in part and denied in part. FACTUAL BACKGROUND Lederer is the “sole officer and director” of Magnacoustics, a corporation that manufactures and sells MRI music systems that “allow patients to listen to music while in an MRI machine.” (Compl.
1, 8; Third-Party Compl. & Countercl.
