OPINION AND ORDER Bodum Holding AG, Bodum USA, Inc., Bodum AG, and Pi-Design AG (“Bodum”) bring this suit against Starbucks Corporation (“Starbucks”) concerning issues related to Starbucks’s alleged independent dealings with Bodum suppliers and Starbucks’s recall of a Bodum-supplied French press coffee maker (the “French Press”). In its Second Amended Complaint, Bodum asserts claims for declaratory judgment and product disparagement. In response, Starbucks brings counterclaims for declaratory judgment and breach of contract. Pending before the Court is Bodum’s motion to dismiss counterclaim I (for declaratory relief) and motion for leave to file a Third Amended Complaint. See Doc. 68; Doc. 69. For the following reasons, Bodum’s motion for leave to amend its complaint is GRANTED in part and DENIED in part, and its motion to dismiss the counterclaim is GRANTED. I. BACKGROUND A. Factual Background 1. The Parties’ Contracts The Court assumes familiarity with the parties and its prior opinion in this case, Bodum Holding AG v. Starbucks Corp., No. 19 Civ. 4280 (ER), 2020 WL 2731987 (S.D.N.Y. May 22, 2020). For purposes of the instant motion, there are two relevant agreements between the parties. First, in 2002, Bodum and Starbucks entered into a Master Purchase Agreement (the “MPA”), governing the terms under which Starbucks was to purchase products from Bodum. Doc. 28 35. The MPA is governed by Washington law. Id. 55. The MPA lists certain “Approved Products” and provides that Starbucks will not purchase goods similar to such products directly from Bodum suppliers that are specifically listed in the MPA (“Bodum Suppliers”). Id. 53-54; Doc. 31-1, Ex. A at 7-8. The MPA states that “‘Bodum Suppliers’ means one, several or all of the entities described” in that list, and notes that the parties may amend that list by mutual agreement. Doc. 76-1 at 7. Since 2002, the parties have amended the MPA several times, including in 2013 (the “Third Amendment”). Doc. 28 36. The Third Amendment states that the list of Bodum Suppliers in the MPA “is hereby deleted in its entirety and replaced with” a list attached to the Third Amendment; that list includes some of the Bodum Suppliers listed under the original MPA. See Doc. 76-1 at 12, 15. The Third Amendment refers to “Bodum Suppliers” as “suppliers [that] are identified” in that new list. Id. at 12. Further, the Third Amendment provides that “[t]he parties may mutually agree at any time to update, revise, or amend” the list of Bodum Suppliers “by entering into a written agreement.” Id. According to the Third Amendment, “Starbucks agrees that it shall not engage or retain any Bodum Supplier…to manufacture or produce any product other than an Approved Product.” Id. Additionally, the Third Amendment requires that Starbucks “consult with Bodum prior to engaging an alternative supplier to design, develop, and/or purchase” any products covered under the MPA. Id. at 13. Second, in 2008, the parties entered into a Confidential Settlement Agreement (“2008 Settlement Agreement”) stemming from a lawsuit brought by Bodum alleging that Starbucks infringed on Bodum’s designs. Doc. 28 45; Doc. 76-2 at 2. The 2008 Settlement Agreement is governed by Illinois law. Doc. 76-2 at 3. As part of that agreement, Starbucks agreed that it would not intentionally copy Bodum’s designs or sell non-Bodum products that intentionally embody Bodum’s designs. Doc. 28 46-47; Doc. 76-2 at 2. Additionally, “Starbucks cannot stock products with these designs without Bodum’s approval, and Starbucks cannot use Bodum’s Suppliers to circumvent Starbucks’s obligation on this front.” Doc. 28 51. The 2008 Settlement Agreement lists Starbucks as the contracting party but releases Starbucks’s affiliates from any obligation under the agreement. Doc. 71-1 115; see also Doc. 76-2 at 2. 2. The Recycled French Press Recall Bodum and Starbucks began working on the French Press in 2015. In June of that year, Starbucks’s director of global merchandising initiated discussions with Bodum Holding AG’s CEO about plans for a French Press product to be sold exclusively in Starbucks stores. Doc. 28 14. Following a June 2015 meeting, Bodum and Starbucks agreed that the project would go forward, and Bodum began developing the product. Id. 15. Bodum developed the French Press “to spec” in accordance with Starbucks’s requests. Id.
17, 19-26. Starbucks gave its final approval on June 22, 2016. Id.
