DECISION AND ORDER I. INTRODUCTION This is a case about hemp that was processed into low-quality and unmarketable CBD1 oil. Plaintiff Thar Process, Inc. (“Thar”), a hemp processor, brought breach-of-contract claims against Defendant Sound Wellness, LLC, (“Sound Wellness”) when Sound Wellness refused to pay for CBD oil that Thar had processed. Sound Wellness, in turn, brought counterclaims against Thar, alleging that Thar committed fraud and breached the parties’ contract when it failed to inform Sound Wellness that the oil it processed would be of unmarketably low potency and then supplied Sound Wellness with that low-quality oil. Sound Wellness also brought third-party claims against the original sellers of the hemp — Third-Party Defendants Plant Science Laboratories, LLC, and Michael Barnhart (collectively “PSL”) — alleging that they fraudulently induced Sound Wellness to buy low-potency hemp, among other things. Presently before this Court are PSL’s and Thar’s motions to dismiss Sound Wellness’s third-party claims and counterclaims, respectively, pursuant to Rules 12 (b)(6) and (b)(9) of the Federal Rules of Civil Procedure. (Docket Nos. 64, 66.) For the following reasons, PSL’s motion will be denied in part and granted in part, and Thar’s motion will be granted. II. BACKGROUND This Court assumes the truth of the following factual allegations contained in Sound Wellness’s amended counterclaims and amended third-party complaint. (Docket Nos. 23, 40.) See Hosp. Bldg. Co. v. Trs. of Rex Hosp., 425 U.S. 738, 740, 96 S. Ct. 1848, 48 L. Ed. 2d 338 (1976); see also Hamilton Chapter of Alpha Delta Phi, Inc. v. Hamilton Coll., 128 F.3d 59, 63 (2d Cir. 1997). This Court also considers documents Sound Wellness attached to its counterclaims against Thar: a certificate of analysis of the Biomass done on October 19, 2018 (Docket No. 23-2) (the “NY COA”); the purchase agreement between Sound Wellness and PSL (Docket No. 23-3) (“the PSL Agreement”); the contract between Sound Wellness and Thar (Docket No. 23-5) (“the Thar Agreement”); and a certificate of analysis of the Biomass done on June 10, 2019. (Docket No. 23-6.)2 A. Facts Sound Wellness is a New York limited liability company with offices in Florida. (Amended Third-Party Complaint, Docket No. 40, 6.) The sole member of Sound Wellness is Sound Wellness Holdings, Inc., a Delaware corporation. (Docket No. 7 at p. 1.)3 Thar is a Pennsylvania corporation with a principal place of business in Pennsylvania. (Id., 14.)4 PSL is a New York limited liability company whose sole member, Michael Barnhart, is a resident of Buffalo, New York. (Id., 10.)5 At all times described in Sound Wellness’s pleadings, Thar and PSL were “engaged in a joint venture arrangement,” in which Thar held a 60 percent interest and PSL held a 40 percent interest. (Id.,
13, 44.) 1. Sound Wellness negotiates with PSL and Barnhart In November 2018, Sound Wellness and its parent company Jushi entered into negotiations with Michael Barnhart, the CEO of PSL, to buy hemp biomass and finished CBD products from PSL. (Id.,
