The following e-filed documents, listed by NYSCEF document number (Motion 002) 23, 24, 25, 26, and 27 were read on this motion to DISMISS. DECISION + ORDER ON MOTION Upon the foregoing documents, it is hereby ordered that defendant’s motion to dismiss the complaint based on documentary evidence and for failure to state a cause of action pursuant to CPLR 3211(a)(7) is granted in part based on the following memorandum decision. Background In this action for breach of contract, defendant Norma Castro (“Castro”) moves to dismiss the amended complaint of plaintiff Morplay Management, Inc. (“Morplay”). Morplay alleges three causes of action: declaratory judgment (first cause of action); breach of contract (second cause of action); and quantum meruit (third cause of action). On September 19, 2018, in Miami, Florida, the parties entered into a Management Agreement, pursuant to which Morplay would “use its resources, contacts, expertise, and commercially reasonable efforts to promote, develop, enhance, and guide [Castro's] career…and to achieve [Castro's] career goals” (NYSCEF Doc. No. 21, Exhibit A, 1). In exchange, Castro, a wardrobe stylist, agreed to pay Morplay a 20 percent commission on any earnings derived from Manager’s services (i.e., Morplay’s services) (id., 3). The agreement was for an initial term of two years, automatically extended for an additional three years if Castro met certain monetary or social media goals during the initial term, and thereafter from month to month until one party gave notice that it was terminating the agreement (id., 2). Further, Castro acknowledged that Morplay “is not an employment agent, theatrical agent, or licensed artists’ manager, and that [Morplay] has not promised to procure employment or engagements for [Castro]” (id., 4[c]). New York law would apply to govern any dispute under the terms of the contract (id., 4[e]). Morplay alleges that during the term of the agreement it introduced Castro to at least 20 potential new clients, many of whom retained Castro to provide stylist services (NYSCEF Doc. No. 21, 24). Morplay also provided a project manager for Castro, as well as other logistical and administrative support for her business (id.,
25-27). Morplay did not directly book clients for Castro; instead, making introductions to potential clients which Castro then engaged herself (id., 30). Morplay contends that, thanks to its services, Castro now earns over $500,000 per year (id., 29). In January 2020, Castro stopped paying commissions and, on May 7, 2020, repudiated the agreement, stating that it was unenforceable (id., 34). Morplay contends that the agreement is still in effect and has continued promoting Castro as a wardrobe stylist (id.,
