The following e-filed documents, listed by NYSCEF document number (Motion 005) 160, 161, 162, 167, 171, 172, 173, 174, 175, 176, 177, 178, 187, 193 were read on this motion to DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 006) 163, 164, 165, 168, 179, 180, 181, 182, 183, 184, 185, 186, 188, 194 were read on this motion to DISMISS. Motion sequence numbers 005 and 006 are consolidated for disposition. Plaintiff Merchant Factors Corp. (Merchant), a factor, brings this action to recover for an alleged fraudulent scheme perpetrated by defendant Crush Apparel & Accessories Inc. (Crush Apparel), its factored client, and its principals, officers, employees, and/or representatives, and entities that they own and control. Defendants Crush Apparel, 108 Crosby LLC (108 Crosby), Erica Kraiem (Erica), Victor Kraiem (Victor), 201 Oakhurst Inc. (201 Oakhurst), I.L.C.K. Inc. (ILCK), Jiangsu Taiwan Enterprise Inc. (Jiangsu), and Kids Apparel Club, Inc. (Kids Apparel) move, pursuant to CPLR 3211 (a) (7), to dismiss the amended complaint for failure to state a cause of action (motion sequence number 005). Defendant Joan Kraiem (Joan)1 also moves, pursuant to CPLR 3211 (a) (7), to dismiss the amended complaint for failure to state a cause of action (motion sequence number 006). For the reasons stated below, the motions are granted in part and denied in part. BACKGROUND The following facts are taken from the amended complaint. Merchant is in the business of providing factoring and other commercial financing services (NY St Cts Elec Filing [NYSCEF] Doc No. 162, amended complaint 4). According to Merchant, Crush Apparel represented itself to be an importer and distributor of clothing (id., 5). The amended complaint defines Erica, Joan, Victor, Raphael Kraiem (Raphael),2 108 Crosby, 201 Oakhurst, ILCK, Jiangsu, and Kids Apparel as the “Kraiem defendants” (id., 1). Merchant alleges that Erica, Joan, and Victor are officers and directors of Crush Apparel (id.). 108 Crosby, 201 Oakhurst, ILCK, Jiangsu, and Kids Apparel are allegedly owned and controlled by the Kraiem defendants (id.,
6-10). On August 30, 2017, Merchant and Crush Apparel entered into a factoring agreement, pursuant to which Crush Apparel sold and assigned all of its accounts receivable to Merchant, and Merchant made substantial cash advances to Crush Apparel (id., 24). Pursuant to the factoring agreement, “[a]s security for the payment and performance of all obligations at any time owing by [Crush Apparel] to Merchant,” Crush Apparel granted to Merchant a security interest in all of its assets (the collateral), including, but not limited to: “a first priority continuing security interest in [among other things]…all presently existing and hereafter arising accounts…, contract rights, and all other forms of obligations arising out of the sale or lease of goods or the rendition of services…, guarantees…, deposit accounts, commercial tort claims, letter of credit rights, electronic chattel paper…, books and records…, all present and future inventory…, all present and future raw materials, work in process, finished goods and packing and shipping materials, wherever located…” (id., 25). Merchant alleges that, at the same time, and as an inducement to entering into the factoring agreement, Crush Apparel executed a written inventory supplement to the factoring agreement (id., 26). Under the inventory agreement, Crush Apparel granted to Merchant “a continuing security interest in all Inventory [as defined in the factoring agreement] now or hereafter owned by [Crush Apparel] and the proceeds thereof, wherever located, all contract rights with respect thereto and all documents representing the same” (id., 27). Merchant alleges that it perfected its security interest by filing a Uniform Commercial Code financing statement with the appropriate authorities (id., 28). Merchant also alleges that Victor, Erica, and Joan were each authorized, on Crush Apparel’s behalf, to execute assignments of sales to Merchant, to request advances from Merchant, and to direct where advances were to be remitted (id., 29). Erica, Joan, Raphael, and 108 Crosby, an entity owned by the Kraiem family, also each executed and delivered to Merchant unconditional and irrevocable guarantees of Crush Apparel’s obligations (id.,
