OPINION & ORDER This case concerns a finder’s fee agreement (the “Finder’s Agreement”) entered into between Plaintiff Jonathan Schwartz (“Schwartz”) and Defendant Sensei, LLC (“Sensei”), by its CEO, Defendant Sean Daniel McDevitt (“McDevitt”). The Finder’s Agreement provided, in relevant part, that if a third party identified by Schwartz invests in Sensei, or if that third party introduces other parties who invest in Sensei, then Schwartz is entitled to a fee equal to 7 percent of the amount of the investment. Schwartz introduced Sensei to Defendant Odeon Capital Group, LLC (“Odeon”), an investment banking entity. Sensei signed an agreement to retain Odeon as a financial advisor, and one of Odeon’s clients made a $2 million investment in Sensei. Sensei then refused to pay Schwartz the commission set forth in the Finder’s Agreement. BACKGROUND The facts of this case were set out in detail in the Court’s September 30, 2020 order dismissing the claims against Defendants Odeon, McDevitt, and Alexander Eric Furer. See ECF No. 146. I provide a brief summary of facts and procedural background relevant to the inquest on damages. Schwartz was introduced to McDevitt and Sensei in or about September 2015. At the time, McDevitt and Sensei were actively seeking investors, and Schwartz told McDevitt that he was willing to look within his network in the finance industry to identify an investor in exchange for a fee. McDevitt and Schwartz executed the Finder’s Agreement with an effective date of November 6, 2015. See ECF No. 117-1. The Finder’s Agreement provided, in relevant part, that if a third party identified by Schwartz invested in Sensei, or if that third party introduced other parties who invested in Sensei, then Schwartz was entitled to a fee equal to 7 percent of the amount of the investment. Id. at 1-2. There was also a non-circumvention clause that prohibited Sensei from entering into any business transaction or relationship with a named investor or investment banking entity with which Schwartz had a relationship unless that transaction or relationship was first disclosed to Schwartz and he was compensated as set forth in the Finding Agreement. Id. at 1. The Finding Agreement also provided that, if Sensei executed a transaction with an investor or investment banking entity in violation of the Finding Agreement, Schwartz was entitled to a fee from Sensei equal to 15 percent of the total value of the transaction. Id. at 2. Approximately six months after entering the Finder’s Agreement, Schwartz contacted Odeon, an investment banking entity. Odeon indicated interest in meeting with Sensei to discuss investing. After Schwartz and an Odeon employee emailed about Sensei, the Odeon employee met with McDevitt and thanked Schwartz for setting up the meeting. Shortly after the Odeon-McDevitt meeting, Sensei and Odeon signed an agreement dated May 10, 2016 (the “Odeon Agreement”), providing that Sensei was retaining Odeon as a financial advisor to provide services including identifying and contacting potential investors. See ECF No. 117-3. The Odeon Agreement stated that the Sensei “has been involved in discussions with financing groups and individuals prior to this agreement,” and Odeon acknowledged “that no cash fee shall be due Odeon if those groups or individuals provide capital to the company.” Id. at 1. McDevitt did not inform Schwartz about the Odeon Agreement. In August 2016, McDevitt told Schwartz that he was “fine with 7 percent on the first $2mm” but that “if an additional $4 or $5mm is raised through Odeon, a 7 percent cash fee on top of the fee [he] [is] paying Odeon is really rich.” ECF No. 117-4. On or about January 10, 2017, one of Odeon’s clients made a $2 million investment in Sensei. Without Schwartz’s knowledge, Sensei paid Odeon $140,000 — an amount equal to 7 percent of the investment — in cash. About three days later, Schwartz emailed McDevitt and Furer, congratulating them and stating that, as the parties had agreed, Schwartz was due a 7 percent fee. McDevitt did not respond. On February 9, 2017, Schwartz’s then-attorneys advised McDevitt that Sensei’s refusal to compensate Schwartz the 7 percent commission on Odeon’s $2 million investment had triggered a breach of the Finder’s Agreement, and that Schwartz was therefore entitled to relief of 15 percent of the $2 million investment. See ECF No. 117-5. Sensei’s attorneys responded that Sensei considered Schwartz to be an unregistered broker dealer and that, even if he had performed services entitling him to compensation under the Finder’s Agreement, Sensei would not pay because doing so would violate Securities Exchange Commission rules. See ECF No. 117-6. Plaintiff filed his complaint in June 2017, naming Sensei as the only Defendant. On September 27, 2017, the Honorable Robert W. Sweet entered a default judgment against Defendant Sensei, see ECF No. 21, but the default judgment was later vacated. The case was referred to me for settlement in April 2018, see ECF No. 42, and soon after, the parties consented to my jurisdiction pursuant to 28 U.S.C. §636(c), see ECF No. 45. The parties agreed to a settlement, so in September 2018 the case was dismissed with prejudice. ECF No. 46. The settlement broke down, however, and the case was restored to the Court’s calendar in February 2019. ECF No. 55. Plaintiff’s Second Amended Complaint was filed on September 3, 2019. ECF No. 117 (“SAC”). All Defendants moved to dismiss. ECF Nos. 121, 123, 126. In February 2020, Sensei consented to entry of default, ECF No. 145, and the Court has since dismissed the other defendants, ECF No. 146. The only issue that remains before the Court is Schwartz’s entitlement to damages and any other monetary relief from Sensei. Schwartz seeks relief against Sensei for breach of the Finder’s Agreement, breach of the non-circumvention agreement included in the Finder’s Agreement, and fraudulent conveyances and constructive fraud. DISCUSSION I. Legal Standard The Court of Appeals set forth the procedural rules applicable to the entry of a default judgment in City of New York v. Mickalis Pawn Shop, LLC: “Federal Rule of Civil Procedure 55 is the basic procedure to be followed when there is a default in the course of litigation.” Vt. Teddy Bear Co. v. 1-800 Beargram Co., 373 F.3d 241, 246 (2d Cir. 2004). Rule 55 provides a “two-step process” for the entry of judgment against a party who fails to defend: first, the entry of a default, and second, the entry of a default judgment. New York v. Green, 420 F.3d 99, 104 (2d Cir. 2005). The first step, entry of a default, formalizes a judicial recognition that a defendant has, through its failure to defend the action, admitted liability to the plaintiff…. The second step, entry of a default judgment, converts the defendant’s admission of liability into a final judgment that terminates the litigation and awards the plaintiff any relief to which the court decides it is entitled, to the extent permitted by Rule 54(c). 645 F.3d 114, 128 (2d Cir. 2011). Where default has been entered against a defendant, courts are to accept as true all of the well-pleaded facts alleged in the complaint, except those concerning the amount of damages. See Transatlantic Marine Claims Agency, Inc. v. Ace Shipping Corp., Div. of Ace Young Inc., 109 F.3d 105, 108 (2d Cir. 1997) (citing Greyhound Exhibitgroup, Inc. v. E.L.U.L. Realty Corp., 973 F.2d 155, 158 (2d Cir. 1992)). “Even after the default…it remains for the court to consider whether the unchallenged facts constitute a legitimate cause of action, since a party in default does not admit mere conclusions of law.” In re Industrial Diamonds Antitrust Litig., 119 F. Supp. 2d 418, 420 (S.D.N.Y. 2000) (cleaned up). Where a plaintiff’s well-pleaded facts are sufficient to state a claim on which relief can be granted, the only remaining issue in an inquest is if the plaintiff has provided adequate support for the requested relief. See Gucci Am., Inc. v. Tyrrell-Miller, 678 F. Supp. 2d 117, 119 (S.D.N.Y. 2008) (citing Credit Lyonnais Sec. (USA), Inc. v. Alcantara, 183 F.3d 151, 155 (2d Cir. 1999)). “[A] plaintiff seeking to recover damages against a defaulting defendant must prove its claim th[r]ough the submission of evidence….” Malletier v. Carducci Leather Fashions, Inc., 648 F. Supp. 2d. 501, 503 (S.D.N.Y. 2009). A court may determine the amount a plaintiff is entitled to recover without holding a hearing so long as (1) the court determines the proper rule for calculating damages, and (2) the evidence submitted by the plaintiff establishes “with reasonable certainty” the basis for the damages. Id. (first citing Credit Lyonnais Sec. (USA), Inc., 183 F.3d at 155, then citing Transatlantic Marine Claims Agency Inc., 109 F.3d at 111). II. Default Judgment A. Liability for Breach of Contract Schwartz alleges that Sensei breached the Finder’s Agreement both generally and specifically as to its non-circumvention clause. The elements of a breach of contract claim are: “(1) a contract; (2) performance of the contract by one party; (3) breach by the other party; and (4) damages.” Arakelian v. Omnicare, Inc., 735 F. Supp. 2d 22, 31 (S.D.N.Y. 2010) (quoting Terwilliger v. Terwilliger, 206 F.3d 240, 246 (2d Cir. 2000)). Formation of a valid contract requires “an offer, acceptance, consideration, mutual assent and intent to be bound.” Id. (citing Leibowitz v. Cornell Univ., 584 F.3d 487, 507 (2d Cir. 2009)). Schwartz has alleged that: (1) he and Sensei were bound by the Finder’s Agreement, SAC
65, 72; (2) he performed by introducing Sensei to Odeon who in turn introduced Sensei to an investor, id.
