OPINION & ORDER Deborah Tavenner (“Plaintiff” or “Tavenner”), a former employee of International Business Machines Corp. (“IBM”), brings this Action, pursuant to 28 U.S.C. §2201 (the Declaratory Judgment Act or “DJA”), to declare invalid two provisions of an arbitration agreement Plaintiff signed upon her termination from IBM as unenforceable. (See generally Compl. (Dkt. No. 1).) Before the Court is Plaintiff’s Motion for Summary Judgment pursuant to Federal Rule of Civil Procedure 56, (see Pl.’s Mot. for Summ. J. and Mem. of Law in Supp. (“Pl.’s Mem.”) (Dkt. No. 13)), as well as Defendant’s Cross-Motion to Dismiss Plaintiff’s Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6), (see Not. of Mot. (Dkt. No. 23)).1, 2 For the reasons stated herein, Defendant’s Motion is granted in its entirety and Plaintiff’s Motion is denied as moot. I. Background A. Allegations and Materials Appropriately Considered As a threshold matter, the Court must determine whether it may consider either Plaintiff’s arbitration agreement, (see Decl. of Craig S. Friedman (“Friedman Decl.”) (Dkt. No. 27) Ex. A (“Arbitration Agreement”) (Dkt. No. 27-1)), or the arbitration award decision resulting therefrom, (see Decl. of Shannon Liss-Riordan (“Liss-Riordan Decl.”) (Dkt. No. 15) Ex. 4 (“Arbitration Award”) (Dkt. No. 15-4)), at this stage of the litigation. 1. Applicable Law Generally, “[w]hen considering a motion to dismiss, the Court’s review is confined to the pleadings themselves,” because “[t]o go beyond the allegations in the [c]omplaint would convert the Rule 12(b)(6) motion to dismiss into one for summary judgment pursuant to [Rule] 56.” Thomas v. Westchester Cnty. Health Care Corp., 232 F. Supp. 2d 273, 275 (S.D.N.Y. 2002) (citation omitted). However, “the Court’s consideration of documents attached to, or incorporated by reference in the [c]omplaint, and matters of which judicial notice may be taken, would not convert the motion to dismiss into one for summary judgment.” Id. (citations omitted); see also Bellin v. Zucker, 6 F.4th 463, 473 (2d Cir. 2021) (explaining that “when ruling on Rule 12(b)(6) motions to dismiss,” courts may “consider the complaint in its entirety…, documents incorporated into the complaint by reference, and matters of which a court may take judicial notice” (quotation marks omitted)); Hu v. City of New York, 927 F.3d 81, 88 (2d Cir. 2019) (“In deciding a Rule 12(b)(6) motion, the court may consider ‘only the facts alleged in the pleadings, documents attached as exhibits or incorporated by reference in the pleadings, and matters of which judicial notice may be taken.” (alteration omitted) (quoting Samuels v. Air Transp. Loc. 504, 992 F.2d 12, 15 (2d Cir. 1993))). “Moreover, ‘where a document is not incorporated by reference, the court may nevertheless consider it where the complaint relies heavily upon its terms and effect, thereby rendering the document integral to the complaint.’” Alvarez v. County of Orange, 95 F. Supp. 3d 385, 394 (S.D.N.Y. 2015) (alteration omitted) (quoting DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010)). As the Second Circuit has reiterated, “a plaintiff’s reliance on the terms and effect of a document in drafting the complaint is a necessary prerequisite to the court’s consideration of the document on a dismissal motion; mere notice or possession is not enough.” Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002) (emphasis omitted). The final test for the consideration of extrinsic evidence is the Parties’ view on the authenticity thereof. Put simply, “even if a document is ‘integral’ to the complaint, it must be clear on the record that no dispute exists regarding the authenticity or accuracy of the document” for it to be considered at the motion to dismiss stage. Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006). Relatedly, “[u]nder Federal Rule of Evidence 201, a ‘court may judicially notice a fact that is not subject to reasonable dispute.’” Dixon v. von Blanckensee, 994 F.3d 95, 102 (2d Cir. 2021) (quoting Fed. R. Evid. 201(b)). “Such facts must either be (1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” Id. (citation and quotations omitted). 2. Applying the Law a. Arbitration Agreement Because “[a] motion brought under Rule 12(b)(6) challenges only the ‘legal feasibility’ of a complaint,” Goel v. Bunge, Ltd., 820 F.3d 554, 558 (2d Cir. 2016) (quoting Glob. Network Commc’ns, Inc. v. City of New York, 458 F.3d 150, 155 (2d Cir. 2006)), “[i]n most instances where [the] exception [permitting review of extrinsic documents at this stage] is recognized, the incorporated material is a contract or other legal document containing obligations upon which the plaintiff’s complaint stands or falls, but which for some reason — usually because the document, read in its entirety, would undermine the legitimacy of the plaintiff’s claim — was not attached to the complaint,” Glob. Network Commc’ns, 458 F.3d at 157 (emphasis added). The Second Circuit has “recognized the applicability of this exception where the documents consisted of emails that were part of a negotiation exchange that the plaintiff identified as the basis for its good faith and fair dealing claim, or consisted of contracts referenced in the complaint which were essential to the claims.” United States ex rel. Foreman v. AECOM, 19 F.4th 85, 107-08 (2d Cir. 2021) (citations omitted) (first citing L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419, 422 (2d Cir. 2011); and then citing Chambers, 282 F.3d at 153 n.4 (2d Cir. 2002)). Defendant argues that the Court may consider the 6-page Arbitration Agreement attached to its motion papers, (see Arbitration Agreement), because it is “incorporated by reference in or ‘integral’ to the complaint,” (Def.’s Mem. of Law in Supp. of Def.’s Mot. and Opp. of Pl.’s Mot. (“Def.’s Mem.”) 3 n.1 (Dkt. No. 24) (citing DiFolco, 622 F.3d at 111)). Plaintiff does not appear to disagree. (See generally Pl.’s Response Mem. of Law in Supp. of Pl.’s Mot. for Summ. J. and Opp. of Def.’s Mot. to Dismiss (“Pl.’s Response Mem.”) (Dkt. No. 29).) To the contrary, Plaintiff also submits this agreement — albeit as six pages of a 27-page “Separation Agreement,” (see Liss-Riordan Decl. 28; Liss-Riordan Decl. Ex. 2 (“Separation Agreement”), at 22-27 (Dkt. No. 15-2)) — thereby evincing mutual assent as to the document’s accuracy.3 Moreover, given that the Complaint as well as the Parties’ briefing papers quote extensively from the Arbitration Agreement, the Court considers the Arbitration Agreement incorporated by reference and/or integral to the complaint and therefore properly within the Court’s consideration at this stage. See Nat’l Ass’n of Pharmaceutical Mfrs. v. Ayerst Labs., 850 F.2d 904, 910 n.3 (2d Cir. 1988) (holding that the magistrate judge was authorized to treat a letter as incorporated by reference into complaint when, inter alia, the plaintiffs “quote[d] the entire text of the [l]etter” in a memorandum of law); Pincover v. J.P. Morgan Chase Bank, N.A., No. 21-CV-3524, 2022 WL 864246, at *5 (S.D.N.Y. Mar. 22, 2022) (considering a deposit agreement as integral to the complaint, which asserted claims for breach of contract that were premised on, inter alia, the deposit agreement’s terms); Cheng v. Canada Goose Holdings Inc., No. 19-CV-8204, 2021 WL 3077469, at *5 (S.D.N.Y. July 19, 2021) (“These conference call transcripts are clearly integral to [the] [p]laintiff’s [a]mended [c]omplaint here, given that [the] [p]laintiff heavily relies on and quotes many statements made by [certain defendants on the call] in the [a]mended [c]omplaint for both of their claims. [The] [p]laintiff also did not object to [the] [d]efendants citing these transcripts in their memorandum of law supporting their motion to dismiss.”). b. Arbitration Award Under the Federal Rules of Evidence, a court may take judicial notice of a fact outside of the pleadings provided that the fact “can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” Fed. R. Evid. 201(b). Pursuant to this rule, “courts have regularly taken judicial notice of arbitration awards…in considering a motion to dismiss….” Cox v. Perfect Bldg. Maint. Corp., No. 16-CV-7474, 2017 WL 3049547, at *3 (S.D.N.Y. July 18, 2017) (collecting cases); see also Dr.’s Assocs., Inc. v. Patel, No. 18-CV-2386, 2019 WL 3916421, at *2 n.5 (S.D.N.Y. July 19, 2019) (same). Because Plaintiff does not dispute the authenticity of the Arbitration Award — once again, Plaintiff herself submitted it in support of her Motion — the Court is permitted to take judicial notice of the award at this early juncture. See Purjes v. Plausteiner, No. 15-CV-2515, 2016 WL 552959, at *4 (S.D.N.Y. Feb. 10, 2016) (collecting cases in which courts have taken judicial notice of arbitration awards); see also Caldarera v. Int’l Longshoremen’s Ass’n, Local 1, 765 F. App’x 483, 485 n.2 (2d Cir. 2019) (summary order) (finding no error in district court’s taking judicial notice of an arbitration award). Accordingly, the Court takes notice of the Arbitration Award for purposes of Defendant’s Motion to Dismiss. B. Factual Background Unless otherwise stated, the following facts are drawn from the Complaint and are assumed to be true for the purpose of resolving the instant Motion. See Div. 1181 Amalgamated Transit Union-N.Y. Emps. Pension Fund v. N.Y.C. Dep’t of Educ., 9 F.4th 91, 94 (2d Cir. 2021) (per curiam). 1. Plaintiff, Her Employer, and Her Termination Plaintiff, who now resides in Sherrills Ford, North Carolina, worked for IBM for approximately 25 years until 2018. (Compl.
