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OPINION AND ORDER  Elias Wexler and various entities related to his former company, Zero International, Inc. (“Zero”), brought this action against Allegion (UK) Limited (“Allegion”) and its subsidiary Schlage Lock Company, LLC (“Schlage”), asserting a host of claims arising out of Schlage’s acquisition of Zero. Schlage asserted various counterclaims against Wexler. Pending before the Court is Wexler’s motion to dismiss Schlage’s counterclaims for defamation and breach of a non-disparagement clause pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, Wexler’s motion is GRANTED in part and DENIED in part. I. Factual and Procedural Background1A. The Parties’ TransactionIn April 2015, Schlage purchased substantially all the assets of Wexler’s company, Zero, a door, window, and hardware manufacturer. Countercl.

1-2, Doc. 88. As part of the transaction, Schlage and Allegion executed an Asset Purchased Agreement (“APA”) with Wexler and Zero, and Wexler also signed a Non-Competition and Non-Solicitation Agreement (the “Non-Compete”). Id.

 
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