The following e-filed documents, listed by NYSCEF document number (Motion 001) 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16 were read on this motion to/for DISMISS. DECISION + ORDER ON MOTION This action arises out of a representation agreement between a licensing agency and its client. Plaintiff Brand Squared LLC (BSQ) and defendant Ryse Up Sports Nutrition, LLC (Ryse) entered an agreement by which plaintiff would negotiate licensing agreements with third-party licensors on defendant’s behalf and defendant would pay royalties on all sales resulting from those licensing agreements. Defendant eventually stopped paying royalties and sent plaintiff a letter accusing plaintiff of defaulting on the agreement. Plaintiff responded by commencing this action asserting claims of breach of contract, breach of the duty of good faith and fair dealing, constructive trust, accounting, unjust enrichment, and declaratory judgment. Defendant now moves to dismiss all but the breach of contract claim pursuant to CPLR 3211 [a] [7] for failure to plead all the elements of each cause of action. For the reasons below, defendant’s motion is granted. Background1 Plaintiff is a licensing agency that assists clients in creating licensing relationships with third-party licensors (NYSCEF # 2, Complaint, 11). According to the affidavit of plaintiff’s managing partner and co-founder, Michael Dresner, plaintiff has “more than two decades of experience in creating license agreements and positioning manufacturers with licensors” and “decades-long relationships with many agencies that manage brand owners” (NYSCEF # 12, Dresner Aff,
4-5). Defendant is a sports nutrition company (NYSCEF # 2 12). Around August 2020, defendant hired plaintiff to “create strategic licensed partnerships, thereby enabling [d]efendant to grow its distribution, rapport with trade buyers, and increase volume shipments and revenues, with products resulting from these licenses” in “an effort to enhance [defendant's] brand” (id. 13; NYSCEF # 8, Def. MOL at 1). The parties subsequently entered into a Representation Agreement (“Agreement”) on August 10, 2021, back-dating it to August 24, 2020 (NYSCEF #2 14). The Agreement was later amended to extend the term to September 1, 2025 (id. 25). Pursuant to the Agreement, plaintiff would negotiate licensing agreements with third-party licensors on defendant’s behalf; defendant was prohibited from negotiating directly with any licensors (id.
