OPINION AND ORDER Defendant N.V. Labs, Inc. d/b/a Reforma Group (“Reforma”) moves to amend its counterclaims against Plaintiff JoySuds, LLC (“JoySuds”) to add a counterclaim alleging fraud. The Court grants the motion, but restricts that counterclaim to Reforma’s fraud theory concerning future lines of business with JoySuds. I. Background The Court has previously discussed the facts of this case, as alleged by the parties, in detail in two prior Opinions dated March 31, 2023, JoySuds, LLC v. N.V. Labs, Inc., No. 22 Civ. 3781 (JPC), 2023 WL 2744537 (S.D.N.Y. Mar. 31, 2023); JoySuds, LLC v. N.V. Labs, Inc., No. 22 Civ. 3781 (JPC), 2023 WL 2746772 (S.D.N.Y. Mar. 31, 2023) (“MTD Opinion”), the latter of which denied JoySuds’s motion to dismiss Reforma’s counterclaims for breach of contract and granted that motion with respect to Reforma’s counterclaim for breach of the implied covenant of good faith and fair dealing. The Court assumes familiarity with those Opinions and the facts alleged in Reforma’s original counterclaims, and discusses here only those new facts alleged in Reforma’s proposed amended counterclaims to the extent relevant to the motion to amend.1 In essence, Reforma’s breach of contract counterclaims allege that JoySuds breached the Supply Agreement between the parties by failing to pay invoices (the “Payment Breach Counterclaim”), by dealing with other manufacturers (the “Exclusivity Breach Counterclaim”), and by failing to pay for residual materials and finished products upon the termination of the Supply Agreement (the “Materials Breach Counterclaim”). Dkt. 38 at 31-32; see MTD Opinion at *6, 11-12.2 Reforma now seeks to amend those counterclaims to add a counterclaim for fraud, which would allege that JoySuds orchestrated a scheme to secretly replace Reforma with other suppliers while making false statements and promises, including expressing an interest in pursuing future lines of business together, to induce Reforma to continue manufacturing and shipping Product until JoySuds was ready to drop Reforma and leave its bills unpaid. Dkt. 143-1 (“Proposed Amended Counterclaims”)
99-179, 198-204. Specifically, Reforma seeks to further allege the following. In September 2021, JoySuds was working on engaging a new supplier to provide Product. Id. 102. By October 2021, internal materials indicated that JoySuds would have a new supplier at least partially in place by November 2021. Id. 104. Reforma had no knowledge of this and “expected that it would continue manufacturing all SKUs for JoySuds through the life of the Supply Agreement.” Id. 105. In January 2022, Reforma contacted JoySuds seeking projections of requirements for the second quarter of 2022. Id. 123. Despite in fact intending to “ramp down” its purchases from Reforma, JoySuds responded to Reforma’s inquiry by indicating “that the forecasts would be updated later in the month, and said, ‘Until then, just assume QTR 1 repeats.’” Id.
