DECISION AND ORDER Plaintiff Jiaxing Leadown Fashion Co. Ltd. (“Leadown”) brings this action against defendants Lynn Brands LLC (“Lynn Brands”), Shawn Wang, and Cathy Wang (the “Individual Defendants,” and collectively with Lynn Brands, “Defendants”) for breach of contract, fraud, and conversion. (See “Second Amended Complaint” or “SAC,” Dkt. No. 24.) The Individual Defendants are, allegedly, the manager and president/CEO of Lynn Brands. Leadown’s allegations center on its belief that Defendants were embroiled in a fraudulent scheme by which they would order goods and then refuse to pay for them. Now before the Court is Defendants’ motion for judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c) (“Rule 12(c)”). (See “Defs. Pre-Motion Ltr.,” Dkt. No. 29; “Motion,” Dkt. No. 38.) For the reasons set forth below, the Motion is DENIED in its entirety. I. BACKGROUND A. FACTUAL BACKGROUND1 The Court assumes familiarity with the underlying facts as discussed in the Court’s prior opinion in this case. (See Dkt. No. 23.) In brief, Leadown is an apparel manufacturer, while Lynn Brands supplies and distributes women’s clothing in the United States. In August 2019, Lynn Brands placed multiple special orders with Leadown for women’s apparel affixed with specific branded labels (the “Goods”). Leadown and Shawn Wang, on behalf of Lynn Brands, signed the invoice specifying the price and delivery dates for the Goods. Leadown made seven shipments of the Goods to Lynn Brands, which Lynn Brands accepted without issue until eight weeks after the first shipment. Lynn Brands then informed Leadown that more than half of the Goods had been returned by its customers because they were of inferior quality. Leadown requested proof of the purported defects with certification from the dissatisfied customers, but Lynn Brands provided only photos of the defective Goods. Leadown thus conducted its own investigation and determined that Lynn Brands intentionally caused these defects in order to withhold payment. To date, Lynn Brands has paid $100,000 for the Goods, leaving an outstanding balance of $475,475.80. The Individual Defendants, on behalf of Lynn Brands, attempted to negotiate a discount on the Goods, and Leadown initiated this action. B. PROCEDURAL HISTORY Leadown initiated this action on February 3, 2021. After two iterations of its complaint, Leadown filed the SAC, alleging three causes of action: (1) breach of contract against Lynn Brands, (2) fraud, and (3) conversion. (See SAC.) After filing their answer (see “Answer,” Dkt. No. 25) to the SAC, Defendants subsequently filed a pre-motion letter (see Defs. Pre-Motion Ltr.) indicating their intention to file a motion for judgment on the pleadings pursuant to Rule 12(c). After the parties exchanged pre-motion letters (see “Pl. Pre-Motion Opp.,” Dkt. No. 30; “Defs. Pre-Motion Reply,” Dkt. No. 31), Leadown requested supplemental briefing, which the parties subsequently filed. (See Motion; “Defs. Supp. Brief,” Dkt. No. 39; “Pl. Supp. Opp.,” Dkt. No. 41; “Defs. Supp. Reply,” Dkt. No. 43.) Defendants’ Motion for judgment on the pleadings asserts that this action warrants dismissal on the ground that Leadown suffered no damages because its alleged losses were indemnified in full by China Export & Credit Insurance Corporation (“China Export”), which they argue is the sole “real party in interest” in this matter. II. LEGAL STANDARD Rule 12(c) permits a party to “move for judgment on the pleadings.” Fed. R. Civ. P. 12(c). “Judgment on the pleadings is appropriate where material facts are undisputed and where a judgment on the merits is possible merely by considering the contents of the pleadings.” Sellers v. M.C. Floor Crafters, Inc., 842 F.2d 639, 642 (2d Cir. 1988). When “deciding a Rule 12(c) motion, the Court applies the same standard as that applicable to a motion under Rule 12(b)(6) [of the Federal Rules of Civil Procedure], accepting the allegations contained in the complaint as true, and drawing all reasonable inferences in favor of the nonmoving party.” VoiceAge Corp. v. RealNetworks, Inc., 926 F. Supp. 2d 524, 529 (S.D.N.Y. 2013) (internal quotation marks and citation omitted). Although a motion for judgment on the pleadings must generally be decided based only on the facts alleged in the pleadings, “[a] court may, without converting the motion into one for summary judgment, consider documents that are attached to, incorporated by reference in, or integral to the complaint; and it may also consider matters that are subject to judicial notice.” Byrd v. City of New York, No. 04 Civ. 1396, 2005 WL 1349876, at *1 (2d Cir. June 8, 2005). Further, “[t]he court will not dismiss the case unless it is satisfied that the complaint cannot state any set of facts that would entitle plaintiff to relief.” Degrafinreid v. Ricks, 452 F. Supp. 2d 328, 332 (S.D.N.Y. 2006) (citing Sheppard v. Beerman, 18 F.3d 147, 150 (2d Cir. 1994)). III. DISCUSSION Defendants move for judgment on the pleadings on the ground that Leadown suffered no damages in this matter because it was indemnified by China Export, and is therefore unable to plead damages for each cause of action alleged. In contending that Leadown has failed to allege damages, Defendants rely on Exhibit B, attached to the Answer, a document titled “Collection Trust Deed” executed by Leadown and China Export. (See “Collection Trust Deed” or “Trust Deed,” Answer Ex. B, Dkt. No. 25-2.) For the reasons set forth below, Defendants’ Motion is DENIED in its entirety. A. LEADOWN’S COMPLIANCE WITH COURT RULES As an initial matter, the Court addresses Leadown’s purported failure to comply with the Court’s Order dated August 15, 2022. (See Dkt. No. 37.) Defendants argue that the Court should reject Leadown’s supplemental brief in opposition to the instant motion on the ground that Leadown’s brief fails to comply with this Court’s Order directing the parties “to file supplemental briefs, not to exceed three pages in length[.]” (Defs. Supp. Reply at 1 (quoting Dkt. No. 37).) Defendants contend that Leadown filed a two-page, single-spaced letter with a three-page declaration, rounding out to five pages of opposition, in violation of the August 15, 2022 Order. (See id.) A court may exercise its discretion in considering or rejecting briefing that does not comply with court rules. See Holtz v. Rockefeller & Co., Inc., 258 F.3d 62, 73 (2d Cir. 2001) (noting that district court has broad discretion regarding a party’s compliance with local court rules); Intertek Testing Servs., N.A., Inc. v. Pennisi, 443 F. Supp. 3d 303, 325 (E.D.N.Y. 2020) (acknowledging that a court may “exercise its discretion to overlook the parties’ failure to comply with…individual rules”); Sgalambo v. McKenzie, 739 F. Supp. 2d 453, 464 n.4 (S.D.N.Y. 2010) (condemning a party’s “attempt to skirt Rule III.H of this Court’s Individual Rules” and noting that “all future submissions in this case must comply with the Court’s Individual Rules or they will be rejected”). Here, if the Court considers the declaration as additional argumentation, then Leadown did indeed file a brief in excess of the three-page allotment provided by this Court’s August 15, 2022 Order. However, the Court will not reject Leadown’s filing here. Despite submitting a three-page declaration with its brief, Leadown indicated in its pre-motion letter, which it exchanged with Defendants, that if the Court permitted supplemental briefing, Leadown would “provide a declaration confirming that (1) [China Export] was unable to collect any money from Lynn Brands; [and] (2) the authorization to [China Export] has been terminated.” (Pl. Pre-Motion Opp. at 2.) Thus, Defendants had notice of Leadown’s planned supplemental submission with the Court. Moreover, the declaration that Leadown filed is as described. (See “Shen Decl.,” Pl. Supp. Opp. Ex. 1, Dkt. No. 41-1.) Accordingly, the Court will not strike Leadown’s supplemental submission at this time. While the Court will consider Leadown’s supplemental submission, however, it does not condone flouting court orders and warns the parties that failure to comply with page limitations and restrictions in future filings may result in the Court rejecting the filing in its entirety or striking those portions that violate court rules or directives. See P&G Auditors & Consultants, LLC v. Mega Int’l Com. Bank Co., Ltd., No. 18 Civ. 9232, 2019 WL 4805862, at *4 (S.D.N.Y. Sept. 30, 2019) (“It would [] be within the Court’s discretion to strike the brief in its entirety as untimely, or to strike the overlength pages of the brief for exceeding the court’s length requirements.”). B. CONSIDERATION OF DOCUMENT ATTACHED TO ANSWER In their Motion for judgment on the pleadings, Defendants rely almost entirely on the Trust Deed as the basis for dismissal. Leadown argues that it is improper for the Court to consider the Trust Deed in deciding this motion because it is outside the scope of documents that a court may rely upon at this stage. The Court does not agree. On a Rule 12(c) motion, a court may “consider[] the complaint, the answer, any written documents attached to them, and any matter of which the court can take judicial notice for the factual background of the case.” L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419, 422 (2d Cir. 2011) (internal quotation marks omitted) (quoting Roberts v. Babkiewicz, 582 F.3d 418, 419 (2d Cir. 2009)). The Second Circuit clarified the scope of materials that can be considered in Lively v. WAFRA Inv. Advisory Grp., Inc., 6 F.4th 293, 305 (2d Cir. 2021). There, the Circuit Court determined that its statement in L-7 Designs delineated the “full range of materials” that courts may consider on such a motion, but it did “not mean[] that courts may weigh all such materials at once when deciding a motion on the pleadings.” Id. Instead, the materials a court may consider depend on which party is the non-movant. See id. at 305-06. Thus, on a Rule 12(c) motion, a court may consider those documents constituting “the non-movant’s ‘pleading,’ including (1) the complaint or answer, (2) documents attached to the pleading, (3) documents incorporated by reference in or integral to the pleading, and (4) matters of which the court may take judicial notice.” Id. at 306 (alteration in original) (citing Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002)). Here, Leadown is the non-moving party. Thus, on a motion for judgment on the pleadings, this Court may consider only Leadown’s pleading, that is, the SAC, any documents attached to the SAC, documents incorporated by reference or integral to the pleading, and matters of which the Court may take judicial notice. The Trust Deed, which forms the basis of Defendants’ Rule 12(c) motion, was attached to Defendants’ Answer and not to Leadown’s SAC, and it would be improper to consider this document on the ground that it was attached to Defendants’ Answer.2 Further, the Trust Deed was not incorporated by reference into the SAC nor is it a document of which the Court may take judicial notice. Thus, it would be improper for the Court to consider the document on these grounds. However, the Court is persuaded that the Trust Deed can be considered on the ground that it is “integral” to the drafting of Leadown’s SAC. A document is considered “integral” to the complaint “where the complaint ‘relies heavily upon its terms and effect.’” Chambers, 282 F.3d at 153 (quoting Int’l Audiotext Network, Inc. v. Am. Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995)). Generally, this exception applies where “the incorporated material is a contract or other legal document containing obligations upon which the plaintiff’s complaint stands or falls[.]” Glob. Network Commc’ns, Inc. v. City of New York, 458 F.3d 150, 157 (2d Cir. 2006). Here, the Trust Deed attached to the Answer does not provide a date for when it was executed. However, the declaration of Jianping Shen (“Shen”), the principal of Leadown, included with Leadown’s supplemental opposition brief, indicates that Leadown signed this document sometime after March 2020, which is when the alleged default under the contracts occurred, and before litigation in this Court commenced. (See Shen Decl. 6.) The Trust Deed sought to authorize China Export to collect any money owed from Lynn Brands on Leadown’s behalf. (See id. 7.) According to Shen, Leadown did not assign its breach of contract claim to China Export nor did China Export collect any money from Lynn Brands. (See id.
