OPINION & ORDER Plaintiff and Counter-Defendant Great American Insurance Company (“Plaintiff”) brings this Action for a declaratory judgment against Defendant and Counter-Claimant Houlihan Lawrence, Inc. (“Defendant”), seeking a declaration that Plaintiff has no obligation to defend or indemnify Defendant in connection with an underlying civil action against Defendant in state court. (See generally Compl. (Dkt. No. 1).) Defendant brings a counterclaim against Plaintiff for breach of contract, also seeking a declaratory judgment that Plaintiff has a duty to defend Defendant, that a ruling on Plaintiff’s duty to indemnify Defendant is premature, and that Defendant is entitled to be represented by independent counsel of its choosing. (See generally Answer and Counterclaim (“Def.’s Answer”) (Dkt. No. 13).) Before the Court are the Parties’ cross-motions for judgment on the pleadings, pursuant to Federal Rule of Civil Procedure 12(c) (“Plaintiff’s Motion” and “Defendant’s Motion,” or, collectively, the “Motions”). (See Pl.’s Not. of Mot. (“Pl.’s Mot.”) (Dkt. No. 27); Def.’s Not. of Mot. (“Def.’s Mot.”) (Dkt. No. 28).) For the following reasons, Plaintiff’s Motion is denied, and Defendant’s Motion is granted in part and denied in part. I. Background A. Factual Background The following facts are drawn from Plaintiff’s Complaint, Defendant’s Answer and Counterclaim (“Defendant’s Answer”), Plaintiff’s Answer, the Policy (as defined herein), exhibits to submissions relied on by or incorporated by reference into the pleadings, and the publicly available documents docketed in the Underlying Action (as defined herein). These sources are properly considered on a Rule 12(c) motion. See 120 Greenwich Dev. Assocs., L.L.C. v. Admiral Indem. Co., No. 08-CV-6491, 2013 WL 12331487, at *1 n.1, *4 (S.D.N.Y. Sept. 25, 2013) (explaining that on a Rule 12(c) motion, a court may consider the pleadings, exhibits to the pleadings, statements or documents incorporated by reference in the pleadings, any matter of which the court may take judicial notice, and documents that are “integral” to the complaint) (collecting cases). 1. The Policy Plaintiff issued a Real Estate Professional Liability Insurance Policy (the “Policy”) to Defendant for a policy period from July 26, 2016 to July 26, 2017. (Compl. 18; id. Ex. B (“Policy”); Def.’s Answer 18.) The Policy had a limit of liability of $5 million per “Claim,” which the Policy defined as “a written demand for money or services received by an Insured,” or “a civil proceeding in a court of law…against an Insured…arising out of an act or omission in the performance of Real Estate Professional Services.” (Compl.
19, 22; Policy 1; Def.’s Answer
