OPINION & ORDER This case arises from a contract between Optima Media Group Limited (“Optima”) and Optima Sports Management International (UK) Limited (“Optima Sports”) and Bloomberg L.P, (“Bloomberg”), Bloomberg contracted with Optima to produce and distribute Africa-specific business news programming. Optima Sports served as Optima’s guarantor. After Bloomberg terminated the contract, Optima and Optima Sports sued. Bloomberg counterclaimed, contending that Optima and Optima Sports breached the contract, that Bloomberg was fraudulently induced to enter the contract, and that Optima used Bloomberg’s trademarks without authorization. Optima has moved to dismiss these counterclaims on several grounds. For the reasons explained below, Optima’s motion is granted in part and denied in part.I. BackgroundThe Court takes the following facts from Bloomberg’s Answer (“Ans,”), Diet. No. 49, and its Amended Counterclaims (“Am. Counter.”), Dkt. 58. The Court also considers the January 2012 contract at issue in this case (the “Agreement”), a May 2012 amendment to the Agreement (the “Amendment”), and a press release that Bloomberg incorporated in its Answer, Harris v. Coleman, 863 F, Supp. 2d 336, 341 (S.D.N, Y. 2012) (“In considering a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), a district court may consider the facts alleged in the counterclaim, documents attached to the counterclaim as exhibits, and documents incorporated by reference in the complaint.” (quoting DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir.2010) (internal brackets omitted)).Bloomberg is a media company that produces television programming and distributes content, with a principal place of business in New York. Agreement at 1; Am. Counter. 2. Optima is a Nigerian media company with a principal place of business in Lagos, Nigeria. Am, Counter. 3. Optima Sports is an English Corporation and has its principal place of business in London, England. Id. 4. Bloomberg sought to contract with Optima to produce Africa-related business news and to distribute that content, along with other Bloomberg television programming, in Africa. Bloomberg alleges that leading up to the execution of the January 2012 contract between the parties (the “Agreement”), Optima represented to Bloomberg that “it was financially solvent and fully capable of assuming responsibility for the production, administration, and management necessary to offer live programming meeting Bloomberg brand standards,” Id. 8. Optima also allegedly presented itself as having experience in the acquisition and distribution of television channels and satellite programming. Id. Bloomberg alleges that during the course of negotiations it relied on Optima’s claims. Id. 9.A. The AgreementIn January 2012, the parties signed the Agreement, contracting “to create original live programming with the editorial, technical and substantive style of BTV” that would be branded as “Bloomberg West Africa” and distributed into certain African markets. Agreement at 1. Under the Agreement, on or before June 30, 2012, Optima would produce “a live weekday programming window or windows of not more than four (4) hours per day in duration (‘the Channel Window’)” that would consist primarily of business news, general news, and current affairs programming for a West African audience. Agreement
1(a)(i), 1(a)(iv)(a). As to the Channel Window, Optima was responsible for “all production and administration,” “management of al day-to-day operations,” “payment of all ‘set up’ and maintenance costs,” and “such other administrative functions as are customary for the operation of a channel or programming similar to the Channel Window.” Agreement
