OPINION AND ORDER Plaintiff China United Lines, Ltd. (“CUL”) brings two breach of contract claims against Amazon.com Services, LLC (“Amazon”). CUL operates a container-shipping business based in China. In March and April 2022, the parties entered into a series of written agreements pursuant to which CUL was to provide shipping services to Amazon. According to CUL, the parties agreed in April 2023 that Amazon would terminate the agreements for convenience and pay a $31,560,000 penalty to CUL. In June 2023, Amazon then purported to terminate the agreements for cause and made no further payments, asserting that CUL breached certain confidentiality provisions. Count One asserts a breach of contract based on Amazon’s failure to pay $31,560,000 owed for its termination for convenience and Count Two asserts that Amazon breached the agreements when it wrongfully terminated them for cause. Jurisdiction is premised on diversity of citizenship between the China plaintiff and the defendant, which is a citizen of Delaware and Washington state. Amazon moves to dismiss the Second Amended Complaint (the “Complaint” or “Compl’t”) pursuant to Rule 12(b)(6), Fed. R. Civ. P. Amazon principally relies upon the language of the parties’ agreements, which it has filed with substantial redactions. Those redactions cover the definition of the defined term “Confidential Information” as well as a provision relied upon by Amazon that purportedly governs any amendment by the parties. Further, Count Two asserts that Amazon breached its obligations under a separate work order entered into by the parties, but that work order has not been submitted by either party. While a court may properly construe an unambiguous contract on a Rule 12(b)(6) motion, it is axiomatic under New York law that an agreement must be construed in its entirety. The significant redactions, as well as the failure to submit a copy of a work order that is central to Count Two, prevents the Court from interpreting the three interrelated agreements giving rise to CUL’s claims. Accordingly, Amazon’s motion to dismiss will be denied. BACKGROUND. CUL is a container-shipping business based in Shanghai. (Compl’t
1, 6.) On April 7, 2022, CUL and Amazon entered into a “Main Transportation Agreement” (the “Main Agreement”) and on April 29, 2022, entered into a separate agreement styled as a “Work Order.” (Compl’t 8; Miller Dec. Ex. B (ECF 22-2) (Main Agreement).) The parties previously entered into a “Nondisclosure Terms” agreement on March 29, 2022 (the “NDA”). (Compl’t 8; Miller Dec. Ex. B (ECF 22-1).) Section 7(1) of the Main Agreement incorporates the NDA by reference. (ECF 22-2.) Section 5(2) of the Main Agreement allows for termination for convenience by either party with 90 days’ written notice. (Compl’t 17; ECF 22-2.) On April 1, 2023, Amazon sent a written notice to CUL stating that it was terminating the Main Agreement for convenience. (Compl’t 19.) The parties held a video conference on April 26, 2023, the agenda of which included an “Early Termination penalty review.” (Compl’t
