DECISION AND ORDER INTRODUCTION Plaintiff Corning Incorporated (“Corning”) brought this action in 2018 against defendant Shenzhen Xinhao Photoelectric Technology Co., Ltd. (“Xinhao”). Plaintiff has asserted two causes of action, both of which allege that Xinhao has breached the terms of a contract between Corning and Xinhao relating to Xinhao’s “finishing” of cell phone cover glass manufactured by Corning. Jurisdiction is premised on diversity of citizenship under 28 U.S.C. §1332. On August 13, 2020, the Court issued a Decision and Order (Dkt. #28) denying Xinhao’s motion (Dkt. #16) to dismiss the complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. 478 F.Supp.3d 456. Familiarity with that decision is assumed. On August 27, 2020, Xinhao filed an answer to the complaint (Dkt. #29), asserting several affirmative defenses, as well as counterclaims for tortious interference with contractual relationships, tortious interference with prospective economic advantage, injurious falsehood, rescission, and breach of contract. Corning filed a motion (Dkt. #32) on October 1, 2020, to dismiss all of Xinhao’s counterclaims and to strike four of its affirmative defenses. The parties thereafter stipulated to extend Xinhao’s time to file an amended answer, which Xinhao did on November 5, 2020.1 The amended answer asserted four counterclaims: tortious interference with contractual relationships, tortious interference with prospective economic advantage, rescission/reformation, and breach of contract. Unlike the original answer, which alleged tortious interference with respect to “third-party cover glass manufacturers” generically, each of the two tortious-interference counterclaims in the amended answer alleged a particular contract and contractual relationship between Xinhao and another company. The third counterclaim was similar to the rescission counterclaim in the original answer, but included additional allegations and sought either rescission or reformation of the parties’ contract. The breach of contract counterclaim also added further factual allegations. Pursuant to another stipulation of the parties, Xinhao filed a “revised corrected first amended answer” (Dkt. #45). That answer is substantially identical to the previously-filed amended answer, and contains the same counterclaims. It appears that they differ only insofar as the most recently filed answer, which was filed under seal, identifies by name the companies with which Xinhao has had contracts or sought to enter into contracts. In the previous complaint, those companies were identified by fictitious names.2 Corning has filed another motion (Dkt. #48) to dismiss three of Xinhao’s counterclaims and to strike three of its affirmative defenses. Xinhao has responded to that motion (Dkt. #55). On May 21, 2021, defense counsel advised the Court that it was withdrawing its third counterclaim for rescission/reformation, and its affirmative defense of mistake. (Dkt. #63.) What is now pending before the Court is Corning’s motion to dismiss the counterclaims for tortious interference with contractual relations and prospective economic advantage, and to strike Xinhao’s affirmative defenses of patent misuse and unconscionability. DISCUSSION I. Corning’s Motion to Dismiss Xinhao’s Counterclaims A. General Principles A motion to dismiss a counterclaim is evaluated under the same standard as a motion to dismiss a complaint. Feng Xue v. Koenig, No. 19 Civ. 7630, 2021 WL 1092503, at *5 (S.D.N.Y. Mar. 22, 2021) (citing Radiancy, Inc. v. Viatek Consumer Prod. Grp., Inc., 138 F.Supp.3d 303, 313 (S.D.N.Y. 2014)). Under that standard, to survive a motion to dismiss, the counterclaim must contain sufficient factual matter to state a claim for relief that is plausible on its face. Oneida Indian Nation v. Phillips, 981 F.3d 157, 165 (2d Cir. 2020). In deciding a Rule 12(b)(6) motion to dismiss a counterclaim, the court must accept all well-pleaded factual allegations in the counterclaim as true. Lynch v. City of New York, 952 F.3d 67, 74-75 (2d Cir. 2020). The court must draw all reasonable inferences in favor of the non-moving party, In re Elevator Antitrust Litig., 502 F.3d 47, 50 (2d Cir. 2007), but “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Onlya pleading that “states a plausible claim for relief survives a motion to dismiss.” Id. at 679. “In adjudicating a motion to dismiss, a court may consider only the complaint, any written instrument attached to the complaint as an exhibit, any statements or documents incorporated in it by reference, and any document upon which the complaint heavily relies.” In re Thelen LLP, 736 F.3d 213, 219 (2d Cir. 2013). “Dismissal is appropriate when ‘it is clear from the face of the complaint, and matters of which the court may take judicial notice, that the…claims are barred as a matter of law.’” Parkcentral Global Hub Ltd. v. Porsche Auto. Holdings SE, 763 F.3d 198, 208-209 (2d Cir. 2014) (quoting Conopco, Inc. v. Roll Int’l, 231 F.3d 82, 86 (2d Cir. 2000)). B. Counterclaim for Tortious Interference with Contractual Relations In its first counterclaim, Xinhao alleges that it has “contracted with third-party mobile device companies,” one of which is named, “to provide finished cover glass made from unfinished glass sourced from Corning and third-party cover-glass manufacturers for use in their mobile devices.” Xinhao alleges that it and that named company “executed an agreement related to providing finished glass that took effect on April 5, 2017.” (Dkt. #45 29.)3 Xinhao further alleges, on information and belief, that Corning has actual knowledge of that contract, and that Corning “has engaged in acts designed to induce a breach, disruption, or otherwise render impossible performance of Xinhao’s contractual relationships….” Id.
30-32. Specifically, Xinhao alleges that a Corning employee, Fu Juncai, told representatives of the named third-party company that Corning could not or would not sell Corning Gorilla Glass to Xinhao. Id. Xinhao further states that “[a]s a result of Corning’s actions, Xinhao’s contracts with mobile device companies and/or third-party cover-glass manufacturers have been breached.” The counterclaim alleges that the named company “has not sourced or purchased finished Corning Gorilla Glass from Xinhao” and that “Xinhao has been unable to supply [the company] with finished Corning Gorilla Glass.” Id.
