The following e-filed documents, listed by NYSCEF document number (Motion 004) 75, 76, 77, 78, 79, 80, 81, 82, 83, 84, 85, 86, 87, 88, 89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 101, 102, 103, 104, 105, 106, 107, 108, 109 were read on this motion to/for AMEND CAPTION/PLEADINGS. DECISION+ ORDER ON MOTION Plaintiff KIND Operations Inc. (KIND) moves pursuant to CPLR 3025 (b) for an order granting it leave to amend its complaint to assert a breach of contract claim against former defendant AOG, LLC (AOG) and a tortious interference with contract claim against former defendant AUA Private Equity Partners, LLC (AUA). Both AUA and AOG (AUA/AOG defendants) oppose the motion and defendants PA Co-Man Inc. f/k/a TruFood Manufacturing (TruFood), Peter Tsudis and George Tsudis adopt certain arguments in support of AUA/AOG defendants’ opposition. Background This action arises out of a Manufacturing Agreement between KIND, which sells snack bars containing fruit, nuts and other natural ingredients, and TruFood (NYSCEF # 17-Amended and Restated Manufacturing Agreement dated July 1, 2015, as amended on November 1, 2015 and January 18, 2018). The Manufacturing Agreement requires TruFood to notify KIND 45 days before entering into a “change of control transaction,” which includes “the sale, transfer or exclusive license…of substantially all of the KIND assets” (id., §7.1 [b], [g]). Upon receiving notice, KIND has fifteen days to grant or withhold consent to the transaction, which consent is in its “sole and absolute discretion;” however, KIND’s failure to reject the proposed transaction in writing, within the fifteen-day period is deemed a grant of consent to the transaction (id., §7.1 [b]). In this action, KIND alleges that despite its failure to obtain its consent as required under section 7.1, TruFood entered into a change of control transaction with AUA and its affiliate, AOG, in June 2019 (the Transaction). Prior to the Transaction, TruFood defaulted on various secured loans and had surrendered its collateral to its secured creditors. The Transaction involved AOG’s purchase of TruFood’s assets from these secured creditors pursuant to a Purchase and Sale Agreement dated June 7, 2019 (PSA) (NYSCEF # 18-PSA). KIND commenced this action on July 1, 2019, against TruFood, its CEO and President, Peter Tsudis, and the AUA/AOG defendants (NYSCEF # 1-Complaint). The initial complaint asserted claims against these defendants for breach of contract, breach of the covenant of implied faith and fair dealing, tortious interference with contractual relations, and for a declaratory judgment (id.,
33-58). KIND filed an amended complaint on September 1, 2019, which, inter alia, added as defendants certain individual principals of AUA and AOG (the Individual Defendants), and asserted additional claims, including for fraudulent omissions, aiding and abetting fraud, misappropriation of trade secrets and conversion (NYSCEF # 3-Amended Complaint,
