OPINION AND ORDER Plaintiff Korpak, Ltd. brings this diversity action for breach of contract and account stated against Defendant Williams Lea Inc., alleging that Defendant failed to pay for certain printing goods and services totaling $787,690.11. Defendant counterclaims for breach of contract and declaratory judgment, alleging that Plaintiff failed to procure commercial crime insurance and to maintain certain information security measures as required under the parties’ contract. Plaintiff has moved to dismiss Defendant’s counterclaim for breach of contract on the basis that Defendant has failed to plausibly allege performance and damages. For the reasons that follow, the Court denies in full Plaintiff’s motion. BACKGROUND1 A. Factual Background 1. The Parties Plaintiff is a foreign company incorporated and existing under the laws of South Korea that ships and distributes goods and services in the State of New York, with its principal place of business in South Korea. (Countercl. 30). Defendant is a Delaware corporation, registered as a foreign business corporation with the State of New York, with its principal place of business in New York. (Id. at 29). 2. The Agreement On March 25, 2017, the parties entered into an agreement (the “Agreement”), pursuant to which Defendant served as a middleman in the acquisition of certain printing goods and services from Plaintiff (the “Goods”), which were, in turn, sold to nonparty Estée Lauder Companies. (Countercl. 32). Defendant’s breach of contract counterclaim centers on Plaintiff’s alleged breach of two provisions of the Agreement. Section 15.1 of the Agreement required Plaintiff to procure commercial crime insurance with a minimum limit per event of $5,000,000 dollars. (Id. at 34; see also Agreement §15.1). Section 18.2, Schedule 2 of the Agreement required Plaintiff to maintain certain information security measures, including compliance with the industry standards “reasonably expected of a diligent vendor providing services to a global investment bank.” (Countercl. 35; see also Agreement §18.2; id. at 15-16 (Schedule 2 of the Agreement)).2 Defendant alleges that Plaintiff neither procured commercial crime insurance nor satisfied its obligation to maintain the requisite information security measures. (Id. at
36-37). Additionally, Section 22.1 of the Agreement provided that Plaintiff would indemnify Defendant for any claims arising from Plaintiff’s breach of any term or condition of the Agreement. (Countercl. 38; see also Agreement §22.1). This indemnification clause expressly included payment of “reasonable attorneys’ fees” related to a breach of the Agreement, and specifically identified a breach of Section 18 of the Agreement as an event triggering Plaintiff’s duty to indemnify. (Countercl. 38; see also Agreement §22.1). Pursuant to the Agreement, Plaintiff supplied the Goods to Defendant. (Countercl. 39). Subsequently, on July 3, 2019, Plaintiff sent invoices to Defendant totaling $787,690.11 (the “Invoices”). (Am. Compl. 12). Defendant transmitted the full amount of the invoices to Plaintiff. (Countercl. 40). Defendant alleges that through no fault of its own, the payment for the Invoices was diverted when a cybercriminal interjected itself into an email chain between the parties and redirected the payment to a fraudulent account. (Id. at 41). Defendant alleges that the losses it suffered as a result of this criminal activity are the direct result of Plaintiff’s breaches of several provisions of the Agreement, including Section 15.1 (requiring Plaintiff to procure “commercial crime insurance”) and Section 18.2, Schedule 2 (failing to maintain certain information security measures). (Id. at 42). B. Procedural Background Plaintiff filed the Complaint in this case on August 25, 2020, asserting claims against Defendant for (i) breach of contract, (ii) account stated, (iii) quantum meruit, (iv) unjust enrichment, and (v) breach of the implied covenant of good faith and fair dealing. (Dkt. #1). On October 13, 2020, Defendant requested leave to file a motion to dismiss Plaintiff’s claims for quantum meruit, unjust enrichment, and breach of the implied covenant of good faith and fair dealing. (Dkt. #7). The following day, the Court granted Defendant’s request and set a briefing schedule for Defendant’s motion to dismiss (Dkt. #10), which motion Defendant filed on November 23, 2020 (Dkt. #12-14). On December 14, 2020, Plaintiff filed the Amended Complaint, which omitted the three claims Defendant sought to dismiss, leaving only claims for breach of contract and account stated. (Dkt. #16). In light of the amended pleading, on December 15, 2020, the Court denied Defendant’s motion to dismiss as moot. (Dkt. #17). On January 4, 2021, Defendant filed its Answer and Counterclaims, in which it brought counterclaims against Plaintiff for breach of contract and declaratory judgment. (Dkt. #18). On January 21, 2021, Plaintiff requested leave to file a motion to dismiss Defendant’s counterclaim for breach of contract. (Dkt. #22). The Court held a pre-motion conference on February 4, 2021, after which it stayed Plaintiff’s obligation to respond to Defendant’s Counterclaims and referred the case to Magistrate Judge Robert W. Lehrburger for a settlement conference. (See Minute Entry for February 4, 2021; Dkt. #25). The parties attended a settlement conference before Judge Lehrburger on March 15, 2021, but were unable to resolve the matter. (Dkt. #29). The Court therefore directed the parties to propose a briefing schedule on Plaintiff’s contemplated motion for partial dismissal of Defendant’s Counterclaims, which they did in a joint letter submitted on March 24, 2021. (Dkt. #29, 30). Plaintiff filed its motion to dismiss on April 30, 2021. (Dkt. #34-36). Defendant filed its opposition brief on May 28, 2021. (Dkt. #37). Plaintiff filed its reply on June 11, 2021. (Dkt. #38). Accordingly, Plaintiff’s motion is fully briefed and ripe for decision. DISCUSSION A. Motions to Dismiss Under Federal Rule of Civil Procedure 12(b)(6) A court evaluates a motion to dismiss a counterclaim under Federal Rule of Civil Procedure 12(b)(6) using the same standard as a motion to dismiss a complaint. Phoenix Cos., Inc. v. Concentrix Ins. Admin. Sols. Corp., ___ F. Supp. 3d ____, No. 20 Civ. 1738 (KPF), 2021 WL 3604663, at *8 (S.D.N.Y. Aug. 12, 2021) (citing A.V.E.L.A., Inc. v. Est. of Marilyn Monroe, LLC, 131 F. Supp. 3d 196, 203 (S.D.N.Y. 2015)). When evaluating a motion to dismiss counterclaims for failure to state a claim, a court “must accept all well-pleaded facts as true and construe the answer and counterclaims in the light most favorable to the nonmoving party.” Id. at *8 (quoting Meridien Int’l Bank Ltd. v. Gov’t of the Republic of Liberia, 23 F. Supp. 2d 439, 445 (S.D.N.Y. 1998)); see also Judd Burstein, P.C. v. Long, 797 F. App’x 585, 587 (2d Cir. 2019) (summary order). A counter-defendant prevails on a motion to dismiss if the claim against it does not “contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” SmartStream Techs., Inc. v. Chambadal, No. 17 Civ. 2459 (VSB), 2018 WL 1870488, at *3 (S.D.N.Y. Apr. 16, 2018) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). While a court should accept the counterclaimant’s allegations as true, it need not follow that course for any of the counterclaimant’s legal conclusions. See id. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678. Nor must a court “accept as truth conflicting pleadings…that are contradicted either by statements in the complaint itself or by documents upon which its pleadings rely, or by facts of which the court may take judicial notice.” In re Livent, Inc. Noteholders Sec. Litig., 151 F. Supp. 2d 371, 405-06 (S.D.N.Y. 2001). In sum, “[a] motion to dismiss should be granted ‘where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct.’” Nielsen v. AECOM Tech. Corp., 762 F.3d 214, 218 (2d Cir. 2014) (quoting Iqbal, 556 U.S. at 679). On a motion to dismiss, the Court may consider any statements or documents incorporated by reference in the complaint, documents that are “integral” to the complaint even if they are not incorporated by reference, and matters of which judicial notice may be taken. See Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002). A document is integral to the complaint “where the complaint relies heavily upon its terms and effect.” Goel v. Bunge, Ltd., 820 F.3d 554, 559 (2d Cir. 2016) (quoting Chambers, 282 F.3d at 153). “In most instances” where courts deem a document “integral to the complaint,” “the incorporated material is a contract or other legal document containing obligations upon which the plaintiff’s complaint stands or falls.” Id. (quoting Glob. Network Commc’ns, Inc. v. City of New York, 458 F.3d 150, 157 (2d Cir. 2006)). As the Court discusses below, Plaintiff seeks to have this Court consider certain materials extraneous to Defendant’s counterclaim that fall into none of these categories. (See Pl. Br. 3-5). B. The Court Denies Plaintiff’s Motion to Dismiss Defendant’s Counterclaim for Breach of Contract To review, Plaintiff moves to dismiss Defendant’s counterclaim for breach of contract, arguing that Defendant has failed to allege damages and adequate performance. For the reasons discussed below, the Court denies Plaintiff’s motion. To state a claim for breach of contract under New York law, a counterclaim plaintiff need only allege “[i] the existence of an agreement, [ii] adequate performance of the contract by the [counterclaim] plaintiff, [iii] breach of contract by the [counterclaim] defendant, and [iv] damages.” Harsco Corp. v. Segui, 91 F.3d 337, 348 (2d Cir. 1996); accord Frye v. Lagerstrom, No. 20-3134, 2021 WL 4022695, at *4 (2d Cir. Sept. 3, 2021) (summary order).3 In its Counterclaims, Defendant alleges that (i) there was a “valid and binding agreement” between Plaintiff and Defendant (Countercl. 44); (ii) Defendant at all times performed its obligations under the Agreement (id. at 45); (iii) Plaintiff breached the Agreement by failing both to procure commercial crime insurance, as required by Section 15.1 of the Agreement, and to maintain information security measures, as required by Section 18.2, Schedule 2 of the Agreement (id. at
