OPINION & ORDER Lorraine Osterhage, the Defendant, was previously employed by Marsh USA, Inc. (“Marsh”), the Plaintiff. After Osterhage left Marsh for another company, her former employer sued to enforce provisions of a confidentiality agreement and a non-solicitation agreement (the “Osterhage Agreements”). Defendant moved to dismiss Plaintiff’s claims on the grounds that an indispensable party could not be joined. In the alternative, Defendant asks this Court to stay the action pending proceedings in Missouri state court, or, failing that, to dismiss one of Plaintiff’s claims for failure to state a claim. For the reasons given below, the Court grants Defendant’s motion to dismiss.I. BackgroundPlaintiff is a Delaware professional services firm with a principal place of business in New York. Dkt. No. 1, Compl. 8. Defendant is a resident and citizen of the State of Illinois. Compl. 9.The following facts are drawn from the parties’ filings in this matter. In deciding a motion to dismiss pursuant to Rule 12(b)(7) for failure to join a party, a court must assume all of the facts in the complaint are true and draw all reasonable inferences in the plaintiff’s favor. See Toney-Dick v. Doar, No. 12-CV-9162 (KBF), 2013 WL 1314954, at *5 (S.D.N.Y. Mar. 18, 2013); 5C Charles A. Wright and Arthur R. Miller, Federal Practice and Procedure §1359 (3d ed. 2004) (on a Rule 12(b)(7) motion, “a court must accept all factual allegations in the complaint as true and draw inferences in favor of the non-moving party”). The Court looks to Plaintiff’s Complaint, and the Osterhage Agreements, which are attached to the Complaint, Dkt. Nos. 1-1 & 1-2. The Court also considers the 2015 Administrator Agreement between Plaintiff and a former customer, the American Council of Engineering Companies Business Insurance Trust (“Council Trust”), which is incorporated by reference in the Complaint. See Dkt. No. 21-1 Ex. A, Administrator Agreement (“Admin. Agree.”). In addition, on a Rule 12(b)(7) motion “the Court may consider documents and facts outside the pleadings.” Fagioli S.p.A. v. Gen. Elec. Co., No. 14-cv-7055 (AJN), 2014 WL 12768461, at *1 (S.D.N.Y. Nov. 25, 2014) (quoting Toney-Dick, 2013 WL 1314954, at *7); see also 5C Charles A. Wright and Arthur R. Miller, Federal Practice and Procedure §1359 (3d ed. 2004) (noting that in deciding a motion under Rule 12(b)(7), “[t]he district judge is not limited to the pleadings”). At this stage there are no factual disputes as to the document of the pleadings on which the Court relies here, a complaint filed by the Council Trust in a related Missouri action against Plaintiff. Council Trust Complaint, Dkt. No. 21-1.A. The Osterhage AgreementsIn 2008, while employed by Plaintiff, Defendant signed the Confidentiality Agreement and Non-Solicitation Agreement with her employer. The Confidentiality Agreement provides a fairly broad definition of confidential information and trade secrets, including any client information and any information relating to any client. Dkt. No. 1-1, Confidentiality Agreement (“Conf. Agree.”) Definitions 1 (iii) & (v). Defendant agreed, inter alia, that she would not use or disclose this information to any other organization or person “while associated with [Marsh USA] and for so long thereafter as the pertinent information or documentation remains confidential.” Conf. Agree. 3. The Confidentiality Agreement contains a provision stating that it is governed by New York law and that “any action or proceeding with respect to this Agreement and my employment shall be brought exclusively” in New York state court or the Southern District of New York. Conf. Agree. 6(h).Under the Non-Solicitation Agreement, Defendant agreed, inter alia, to a 12-month prohibition on the solicitation and/or servicing of any Marsh clients or prospective clients. Dkt. No. 1-2, Non-Solicitation Agreement (“Non-Solicit. Agree.”)
1-2. This limitation only applied to clients with whom Defendant had had contact in the course of her employment or about whom Defendant had obtained confidential information or trade secrets during the last two years of her employment with Plaintiff. Id. The Non-Solicitation Agreement also contains a provision stating that it is governed by New York law and that any action arising from the Non-Solicitation Agreement or Defendant’s employment may only be brought in New York state court or the Southern District of New York. Non-Solicit. Agree. 9.B. Plaintiff’s Agreement with the Council TrustAs part of her employment, Defendant serviced one of Plaintiff’s clients, the Council Trust. Compl.
