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MEMORANDUM AND ORDER JAMES C. FRANCIS IV, United States Magistrate Judge. Plaintiff Northern Shipping Funds I, LLC (“Northern”) brings this action against defendants Icon Capital Corporation (“Icon”) and Boa Sub C AS, Boa Deep C AS, Boa Holding AS, Boa Offshore AS, and Taubákompaniet AS (collectively, “Boa”), alleging breach of contract, unjust enrichment, and money had and received; Boa asserts cross-claims against Icon for fraud and breach of contract and seeks rescission of a settlement agreement; and Icon cross-claims against Boa for breach of contract. Under Rule 56 of the Federal Rules of Civil Procedure, Northern and Icon each move for summary judgment against the other on Northern’s contract, unjust enrichment, and money had and received claims; Icon moves for summary judgment on Boa’s fraud and breach of contract crossclaims; Icon and Boa each move for summary judgment against the other on Icon’s breach of contract cross-claim; and Boa moves for summary judgment on Northern’s breach of contract claim. The parties have consented to my exercising jurisdiction over the action for all purposes, in accordance with 28 U.S.C. § 636(c). For the reasons set forth below, Boa/s and Icon’s motions for summary judgment are granted in part and denied in part, and Northern’s motion is denied. Factual Background The factual background of this dispute is set forth in the Local Rule 56.1 Statements of Undisputed Material Facts submitted by the parties, their subsequent responses to these statements, and documents included as exhibits to the motions. While the parties offer differing interpretations of the underlying facts and draw divergent inferences, most of the actual events, documents, and communications are undisputed. Disagreements over what actually happened are noted here and discussed later in further detail as necessary to adjudicate the motions. A. The Contract The Boa entities, based in Norway, provide “offshore services” such as “barge transportation, rig moves, coastal towages, and salvage operations.” (Boa 56.1 Statement, ¶ 1). Northern is based in the Marshall Islands and is in the business of “[s]ourcing, arranging, structuring and funding transactions in the shipping and offshore oil services sectors.” (Deposition of Sean Durkin dated Sept. 18, 2013, attached as Exh. 54 to Declaration of Thomas 0. Johnston, Esq. dated Oct. 31, 2013 (“Johnston Deck”), at 16; Northern 56.1 Statement, ¶ 1). Icon is an “independent equipment leasing and financing company” working with entities in “a wide range of industries, including the maritime industry.” (Icon 56.1 Statement Boa, ¶ 2). In January of 2010, Icon and Northern proposed an arrangement to provide Boa with refinancing of some of its outstanding loans. (Northern 56.1 Statement, ¶ 4; Icon 56.1 Statement Boa, ¶¶ 6-7). Neither was able to provide all of the necessary financing by itself. (Northern 56.1 Statement, ¶¶ 5-6; Boa 56.1 Statement, ¶ 4). From February to September of 2010, the three parties exchanged draft contracts setting forth the proposed terms of the deal. (Icon 56.1 Statement Boa, ¶ 8; Northern 56.1 Statement, ¶ 7; Boa 56.1 Statement, ¶¶ 7-9). Boa believed that Northern and Icon “had authority to act for [each] other with respect to the [contract]” during these negotiations. (Boa 56.1 Statement, ¶ 11). On September 16, 2010, Northern and Icon sent Boa a proposed contract (the “Commitment Letter” and “Term Sheet”) under which Northern and Icon (acting jointly as the “Arrangers”) would provide Boa with a $70,000,000 loan (the “Transaction”). -(Commitment Letter, attached as Exh. A to Complaint; Term Sheet, attached as Exh. A to Commitment Letter). These documents were drafted on paper that bore the logos of both Northern and Icon on the top of each page. (Commitment Letter; Term Sheet; Northern 56.1 Statement, ¶ 23). The Commitment Letter had spaces for C. Tobias Backer, the Senior Director of Icon, and John Hartigan, the Senior Investment Manager of Northern, to sign jointly “[o]n behalf of the Arrangers”; however, only Mr. Backer signed the letter. (Commitment Letter at 20; Northern 56.1 Statement, ¶¶ 21-33). Ole T. Bjornevik, Boa’s Chairman, executed the contract by signing the Term Sheet on behalf of Boa on September 17, 2010. (Term Sheet at 30). The absence of Northern’s signature on the Commitment Letter surfaced in later discussions regarding Northern’s claims under the contract, and Boa asserted as an affirmative defense in this action that Northern’s failure to execute means there is no privity of contract. (Boa’s Answer, Defenses, and Cross-Claims at 9, ¶ 68). However, the parties now appear to agree that a binding contract existed between Boa and both Arrangers, Icon and Northern. (Northern 56.1 Statement, ¶¶ 8, 10, 27-33, 39-40, 42-47; Northern Response to Icon 56.1 Statement, ¶ 11; Boa 56.1 Statement, ¶ 12). The Term Sheet provides details regarding the financing arrangement, Boa’s payment obligations, the Arrangers’ Fees, consequences of a default on the loan, and conditions precedent to the Transaction. (Term Sheet at 23-24, 28-29; Northern 56.1 Statement, ¶¶ 10-13, 20; Boa 56.1 Statement, ¶¶ 14-15). It also includes liquidated damages clauses in the event Boa was unable or unwilling to go forward with the Transaction. (Term Sheet at 23-24; Icon 56.1 Statement Northern, ¶ 14). Of the $70 million in financing, Icon was to provide $25 million and Northern was to provide $17.5 million of its own capital and $27.5 million from other investors. (Northern 56.1 Statement, ¶¶ 34-38). Upon the execution of the contract, Boa paid Icon a $300,000 deposit on the Arrangers’ fees to cover its expenses. (Commitment Letter at 19; Term Sheet at 23; Northern 56.1 Statement, ¶¶25, 52-53; Icon 56.1 Statement Northern, ¶¶ 15-16). The Commitment Letter states that it is “issued for [Boa’s] benefit only and no other person or entity may rely hereon.” (Commitment Letter at 19; Icon 56.1 Statement Northern, ¶ 18). It also “sets forth the entire agreement between the parties as to the matters [ ] herein.” (Commitment Letter at 20). Northern argues, contrary to Icon’s interpretation, that this language does not apply to the relationship between Northern and Icon as co-Arrangers, but rather to their relationship with Boa as the borrower. (Northern Response to Icon 56.1 Statement, ¶¶ 12-13). The Commitment Letter does not contain any language with respect to how the Arrangers would apportion the fees paid to them by Boa (Term Sheet; Icon 56.1 Statement Northern, ¶ 21), and there are no other final documents setting forth the relationship or obligations between Northern and Icon as co-Arrangers (Icon 56.1 Statement Northern, ¶¶ 18-19). B. Breach of Contract and Demand On December 15, 2010, Boa unilaterally withdrew from the Transaction, claiming that the refinancing had “proven to be more complicated and [] taken [a] much longer time to conclude than we all have anticipated.” (E-mail of Ole Bjornevik dated Dec. 15, 2010, attached as Exh. 7 to Johnston Deck). Boa alleges that it broke off the Transaction because the Arrangers were moving too slowly (Boa 56.1 Statement, ¶¶ 23-25), but Northern and Icon dispute this interpretation of the e-mail and claim that they were prepared to move forward with the Transaction at that time (Icon Response to Boa 56.1 Statement, ¶¶ 23-25; Northern Response to Boa 56.1 Statement, ¶¶ 23-25). After Boa withdrew from the Transaction, representatives from Northern calculated the amount owed to the Arrangers as liquidated damages under the Term Sheet. (Northern 56.1 Statement, ¶ 56). On December 23, 2010, Mr. Backer of Icon sent an e-mail to Mr. Bjornevik of Boa, with a copy to Mr. Hartigan of Northern, demanding payment of “the fees, costs and expenses that are payable by you under the Commitment Letter in the case where the Borrower terminates the Transaction closing process.” (E-mail of C. Tobias Backer dated Dec. 23, 2010 (“Backer 12/23/10 E-Mail”), attached as Exh. 8 to Johnston Deck). Northern asserts that this e-mail was sent “on behalf’ of Northern and Icon as the Arrangers and represented a demand for the fees owed to both Arrangers. (Northern 56.1 Statement, ¶¶ 59, 61-63). Icon disputes that the email was sent “on behalf of’ Northern, noting that there was no reference to “ ‘we,’ ‘Northern and Icon’ or ‘Northern’ in the e-mail;” Icon also disagrees that the fees were owed to both Arrangers, arguing that the Commitment Letter was “silent” as to who was entitled to the Arrangers’ fees “in the event collection efforts [were] required.” (Icon Response to Northern 56.1 Statement, ¶¶ 20, 49-50, 59-62). This disputed interpretation of the e-mail demand is part of a larger disagreement about whether Northern and Icon had ever discussed how they would split the fees from the Transaction, including those recovered in the event that Boa withdrew; Northern alleges that there was an oral agreement to split at least some of the fees equally, but Mr. Backer claimed that he did not recall such an oral agreement. (Icon Response to Northern 56.1 Statement, ¶ 76; Northern Response to Icon 56.1 Statement, ¶¶ 21-22). In any event, Mr. Backer admitted in deposition testimony that he sent the December 23, 2010 email on behalf of both Arrangers, and that if Boa had paid the fees prior to litigation, Northern would have had a claim to at least some portion of the money collected. (Examination Before Trial of C. Tobias Backer dated Sept. 13, 2013 (“Backer Dep.”), attached as Exh. B to Declaration of M. Darren Traub dated Nov. 1, 2013 (“Traub Deck”), at 159, 173, 237; Northern 56.1 Statement, ¶ 63; Memorandum of Law in Further Support of Plaintiffs Motion for Summary Judgment Against Defendant Icon Capital Corp. (“Northern Reply”) at 3-4). In the December 23, 2010 e-mail, Icon and Northern claimed that Boa owed $1,437,180.52 as a result of its breach of contract. This sum comprised two liquidated damages calculations set forth in the Term Sheet: one half of the “Arrangement Fee” of 1.5% of the $70 million loan amount, or $525,000, and one half of the “Upfront Fee” of 2% of the loan amount, or $700,000, along with the travel expenses of Icon and Northern representatives. (Backer 12/23/10 E-mail; Term Sheet at 23-24). The e-mail designates “ICON/Northern” as the “Counterpart” for these fees and expenses. (Backer 12/23/10 E-mail). The demand also covered fees apparently owed by the Arrangers to third parties for legal services, market studies, and vessel inspections done in preparation for closing the Transaction. For each of these expenses, the designated “Counterpart” appears to be the third party entity to which the fees were owed, rather than “ICON/Northern.” (Backer 12/23/10 E-mail). Finally, the email acknowledged Boa’s prior payment to Icon of $299,985 as a deposit made on execution of the contract, and thus demanded the remaining sum of $1, 137, 195.52 be paid to Icon’s bank account by December 31, 2010. (Backer 12/23/10 Email). Boa did not believe that this demand was an accurate description of the amount that it owed. It contended that “the Arrangers’ fail[ed] to timely arrange for the transaction,” and thus breached the contract first, and also viewed the liquidated damages provision as unenforceable. (Boa 56.1 Statement, ¶ 31; Deposition of Ole Bjornevik dated Sept. 20, 2013, attached as Exh. 56 to Johnston Deck, at 65). C. The Prior Action After Boa failed to make the demanded payment, Mr. Hartigan and Mr. Backer exchanged a series of e-mails discussing potential legal action against Boa to enforce the liquidated damages provisions in the Term Sheet. On January 6, 2011, Mr. Backer informed Mr. Hartigan that Icon had engaged counsel to work on a complaint and asked whether Northern would “split” the legal fees in the event Icon ultimately filed suit against Boa. (Icon 56.1 Statement Northern, ¶ 29; E-mail of C. Tobias Backer dated Jan. 7, 2011, attached as part of Exh. 9 to Johnston Deck). On January 20, 2011, Icon informed Northern that it would indeed file an action against Boa and “offered Northern the opportunity to join in the lawsuit.” (Northern 56.1 Statement, ¶ 64). In an internal e-mail to John Durkin, the Director of Northern, Mr. Hartigan expressed concerns about the time, cost, and negative publicity that participation in a lawsuit against Boa would entail. (E-mail of John Hartigan dated Jan. 7, 2011 (“Hartigan 1/7/11 E-mail”), attached as Exh. 9 to Johnston Deck). In a subsequent internal e-mail, Mr. Hartigan estimated that the “amount under dispute is approximately $1,137,195 of which [Northern] would be entitled to 50%” and that a lawsuit could cost as much as $150,000 if Boa refused to settle. (E-mail of John Hartigan dated Jan. 31, 2011, attached as Exh. 11 to Johnston Deck; Icon 56.1 Statement Northern, ¶ 33). At this time, Northern representatives were also concerned about Boa’s finances and the possibility that it could go bankrupt. (Northern 56.1 Statement, ¶¶ 67-68). In addition to these reservations, Northern also alleges that it was displeased with Icon’s handling of the litigation. While Mr. Hartigan had some discussions with an Icon representative about the potential lawsuit (E-mail of John Hartigan dated Jan. 17, 2011, attached as Exh. 10 to Johnston Deck), Northern claims that Icon would not give Northern “any information regarding selection of counsel or the substance of the litigation” (Northern 56.1 Statement, ¶ 65; Complaint, ¶ 25). Icon disputes this allegation, yet its own version of the facts — that Northern “was aware of the counsel Icon selected for the prior action,” that the parties discussed the lawsuit “in an in-person meeting in February 2011,” and that Icon “notified Northern about the action’s filing within days”— suggests that Northern may have been shut out of the early stages of the lawsuit, including the selection of counsel and drafting of the Complaint. (Icon Response to Northern 56.1 Statement, ¶ 65). Mr. Hartigan advised Mr. Backer in a February 8, 2011, e-mail that he would recommend Northern not join Icon’s lawsuit and requested that Icon give Northern its portion of the remainder of the $300,000 deposit. (E-mail of John Hartigan dated Feb. 8, 2011, attached as Exh. 12 to Johnston Deck). At the mid-February meeting the parties discussed “jointly sending] Boa a letter with a [draft complaint] attached” in the hopes of forcing a settlement, but this was not done. (E-mail of John Hartigan dated Feb. 28, 2011 (“Hartigan 2/28/11 E-mail”), attached as Exh. 13 to Johnston Deck; E-mail of Sean Durkin dated May 20, 2011 (“Durkin 5/20/11 Email”), attached as part of Exh. 23 to Johnston Deck; Complaint, ¶ 26). Ultimately, Northern did not join Icon’s lawsuit, believing that it was better to “reach a negotiated settlement with Boa” before, rather than after, litigation commenced. (Northern 56.1 Statement, ¶ 66). On March 14, 2011, Icon filed its lawsuit against Boa to recover liquidated damages from the failed Transaction (the “Prior Action”). Icon Capital Corp. v. Boa Sub C AS, No. 11 Civ. 1746, 2011 WL 7944460 (S.D.N.Y. March 14, 2011). Northern was not a party to the Prior Action, and Icon made no reference to it in the Complaint. (Complaint in Prior Action, attached as Exh. 14 to Johnston Decl.). Icon demanded $1,111,100.68. (Complaint in Prior Action at 10-11). This is $26,094.84 less than the amount demanded in the December 23, 2010 e-mail, which coincides exactly with the amount attributed to “Northern T & E” (travel expenses) in the prior demand. (Backer 12/23/10 E-mail; Complaint in Pri- or Action, ¶ 22; Northern 56.1 Statement, ¶¶ 69-70, 76). Indeed, Icon’s explanation of its “contractually agreed-upon damage payments” includes every line item from the prior demand e-mail except for the expense “Northern T & E.” (Complaint in Prior Action, ¶ 22). Northern thus alleges that Icon demanded the same amount “for Icon’s benefit alone” in the Prior Action as it had previously demanded “for the benefit of both Northern and Icon” in the December 23, 2010 e-mail. (Northern 56.1 Statement, ¶ 70 (emphasis omitted)). Icon again disputes that the e-mail demand was “on behalf of’ or for the benefit of Northern, and claims there is “no evidence” regarding how Icon “calculated the amount sought under the Commitment Letter” in its lawsuit. (Icon Response to Northern 56.1 Statement, ¶ 70; Icon Response to Boa 56.1 Statement, ¶ 34). D. Dispute Between Icon and Northern Over the Prior Action In late March, 2011, just a few weeks after the Prior Action was filed, Northern learned that Boa was looking at alternative sources for refinancing its debt. (Icon 56.1 Statement Northern, ¶ 40). In an internal discussion at Northern, Mr. Durkin informed Mr. Hartigan that it would be “a good time to demand payment from Boa” since Boa “can’t raise cash if they are being sued”; Mr. Hartigan responded that Icon had already filed suit in its own name and "without mentioning Northern, and expressed some regret that Northern told Icon it “did not want to be part of [the Prior Action].” (E-mails of John Hartigan and Sean Durkin dated March 25-28, 2011 (“Hartigan 3/25/11 E-mails”), attached as Exh. 17 to Johnston Decl.). But while Northern may have repeatedly told Icon it did not want to join in the Prior Action (Icon 56.1 Statement Northern, ¶ 38), and although Mr. Hartigan sent internal emails floating the idea that Northern might assign its claims to Icon (Icon 56.1 Statement Northern, ¶ 36; Hartigan 2/28/11 E-mail), Mr. Hartigan reassured Mr. Durkin that Northern had not signed anything waiving or assigning its claims or rights nor stated that it would forgo the opportunity to join Icon’s lawsuit (Icon 56.1Statement Boa, ¶ 35; Hartigan 3/25/11 E-mails). On April 1, Mr. Hartigan discussed Boa’s potential new refinancing deal with Mr. Backer, and informed him that he now thought that Icon was “right to file that law suit.” (E-mail of John Hartigan dated April 1, 2011, attached as part of Exh. 20 to Johnston Decl.). A few months later, Mr. Hartigan proposed a meeting with Mr. Bjornevik to settle .Northern’s fee from Boa, although Mr. Durkin cautioned that a settlement should not be negotiated “without having Icon on board.” (E-mail of Sean Durkin dated May 19, 2011, attached as Exh. 22 to Johnston Decl.). The next day, Mr. Durkin e-mailed Mr. Backer and informed him of the planned meeting and Northern’s desire to settle with, not litigate against, Boa. (Durkin 5/20/11 E-mail). Mr. Durkin informed Mr. Backer that Northern had not waived its rights to such a settlement, but that it did not wish to block Icon’s efforts to pursue claims against Boa through litigation, as “Northern Shipping Funds owns a share of the claims you are pursuing in the lawsuit.” (Durkin 5/20/11 E-mail; Northern 56.1 Statement, (177; Icon 56.1 Statement Northern, ¶¶ 35, 49). Mr. Backer replied that any settlement amount Boa paid to Northern would be attributable to Icon’s lawsuit, and expressed disbelief that after Icon had previously offered Northern a chance to split fees and any potential proceeds from the lawsuit, Northern was only now claiming a role in the action after “ma[king] it clear in both emails and conversations ... that Northern had no interest in participating in any lawsuit against Boa for reputational reasons.” (E-mail of Tobias Backer dated May 24, 2011 (“Backer 5/24/11 E-mail”), attached as Exh. 23 to Johnston Deck; Icon 56.1 Statement Northern, ¶ 51). Mr. Backer rejected the notion that Northern had “a right to share in Icon’s claims,” stating that this was “simply not the case” and arguing that “Icon will not share any recovery it receives from Boa with Northern Shipping as any claim will be legal in nature, not commercial.” (Backer 5/24/11 E-mail). Mr. Backer concluded his response to Mr. Durkin’s e-mail by stating that if Northern now wanted to pursue its share of the fees in light of Boa’s “improved financial position,” then Northern should “commence [its] own proceedings.” (Backer 5/24/11 E-mail). Representatives from Northern and Boa met on May 25, 2011. At this meeting, Northern informed Boa that although it “could join” the Prior Action against Boa, that was “not what [Northern] wanted to do.” (Icon 56.1 Statement, ¶ 52; E-mail of John Hartigan dated May 25, 2011 (“Hartigan 5/25/11 E-mail”), attached as Exh. 24 to Johnston Deck). Boa apparently expressed a similar interest in settling the matter at this meeting, but wanted to speak to Mr. Backer at Icon; Mr. Hartigan said that Northern would speak to him first. (Hartigan 5/25/11 E-mail). A few days later, Mr. Hartigan once again informed Mr. Backer that Northern “would like to pursue a settlement with [Boa]” for the outstanding fees, as they had “not waived or otherwise transferred [Northern’s] rights regarding [its] portion of the Boa fees.” (E-mail of John Hartigan dated May 31, 2011 (“Hartigan 5/31/11 Email”), attached as part of Exh. 27 to Johnston Deck; Northern 56.1 Statement, ¶ 78). However, Mr. Hartigan assured Mr. Backer that Northern’s pursuit of a settlement with Boa “does not require [Icon to] withdraw[ ] the lawsuit.” (Hartigan 5/31/11 E-mail). In what appears to be Icon’s final communication to Northern on the issue, Mr. Backer responded that he was “disappointed” that Northern was now asserting an interest in a lawsuit it had previously declined to join; that the only reason Boa was considering a settlement with Northern was because of the Icon-financed lawsuit; that Icon would continue to pursue its claims and “any proceeds received from Boa as a result of this lawsuit will be retained by Icon”; and that Icon would not cooperate with Northern on future transactions because of the latter’s “unscrupulous” behavior. (E-mail of C. Tobias Backer dated June 3, 2011, attached as Exh. 30 to Johnston Deck; Icon 56.1 Statement Northern, ¶ 58). Recognizing that Mr. Backer’s response could put Northern and Icon on a “collision course” in their parallel pursuit of fees from Boa, Mr. Hartigan asked Mr. Bjornevik to contact Mr. Backer and affirm Boa’s interest in settling the entire matter. (Email of John Hartigan dated June 4, 2011, attached as Exh. 31 to Johnston Deck; Email of John Hartigan dated June 8, 2011, attached as Exh. 32 to Johnston Deck). Mr. Bjornevik e-mailed Mr. Backer that Boa was “prepared to [] settle the fee (Upfront Fee and Arrangement fee) [that Boa owes] Icon/Northern,” and copied Mr. Hartigan and Mr. Durkin. (E-mail of Ole Bjornevik dated June 10, 2011, attached as Exh. 33 to Johnston Deck). Mr. Backer responded to Mr. Bjornevik’s e-mail but did not copy the representatives from Northern, and when Boa confirmed that it was prepared to pay the full amount demanded in the December 23, 2010 e-mail, Mr. Backer informed Mr. Bjornevik that such a payment “would be in consideration for withdrawing Icon’s lawsuit.” (E-mail of Tobias Backer dated June 16, 2011, attached as Exh. 1 to Northern Response to Icon 56.1 Statement). Ultimately, however, Boa did not follow through on this professed willingness to pay Icon the demanded fees. (Icon 56.1 Statement Northern, ¶ 65). Having been left off Mr. Backer’s reply to Mr. Bjornevik’s e-mail, Mr. Durkin responded to Mr. Backer’s June 3, 2011 email one month later, reiterating that “[Northern] ha[d] not assigned the benefit of [its] claim” to Icon, that Northern had originally proposed non-litigation settlement strategies to resolve the dispute, that Boa’s stronger financial status was responsible for Northern’s renewed interest and Boa’s willingness to settle, and that Icon had not given Northern any opportunity to provide input regarding the initiation of the Prior Action or retention of counsel. (E-mail of Sean Durkin dated July 5, 2011 (“Durkin 7/5/11 E-mail”), attached as Exh. 34 to Johnston Deck). After this e-mail, it appears communications between Icon and Northern essentially ceased, but Northern periodically checked in with Boa on the status of Icon’s lawsuit and “encourage[d] Boa to settle” with Icon. (E-mail of John Hartigan dated Aug. 23, 2011, attached as Exh. 36 to Johnston Deck; E-mail of John Hartigan dated Oct. 6, 2011, attached as Exh. 38 to Johnston Deck; Icon 56.1 Statement Northern, ¶¶ 67-68; Northern Response to Boa 56.1 Statement, ¶ 58). However, Northern never intervened in the Prior Action, apparently believing that Icon would “either settle for its half of the fees” or ask Northern for a release of its own claims. (Icon 56.1 Statement Northern, ¶¶ 70-71). E. The Settlement Agreement Icon moved for and obtained default judgment against Boa. (Default Judgment dated July 11, 2011). Boa moved to vacate the default judgment, citing improper service of process. (Memorandum of Law in Support of Defendants’ Motion to Vacate Default Judgment dated July 27, 2011). At a hearing on the motion to vacate, the Honorable Leonard B. Sand, U.S.D.J., deferred a decision on the merits of the motion and instructed Icon and Boa to mediate the case. (Hearing Transcript dated Sept. 26, 2011, at 20-21; Boa 56.1 Statement, ¶¶ 38, 41). I presided over a settlement conference on December 9, 2011, and Icon and Boa entered into a settlement agreement effective January 1, 2012 (the “Settlement Agreement”), at which point the Prior Action was dismissed. (Icon 56.1 Statement Boa, ¶ 52; Stipulation of Discontinuance dated Jan. 23, 2012; Settlement Agreement, attached as Exh. 41 to Johnston Deck). That agreement, the details of which were to remain confidential (Settlement Agreement, ¶ 4; Icon 56.1 Statement Boa, ¶ 53), required Boa to pay $750,000 in damages to Icon — an amount, Boa claims, that was based on the actual damages incurred rather than the liquidated damages clause that Boa contended was unenforceable (Boa 56.1 Statement, ¶ 44). Prior to beginning settlement discussions, Boa asked Icon to clarify “whether Northern had — or may assert in the future — rights associated with the Commitment Letter,” and expressed reservations about settling the Prior Action without Northern’s “consent and participation.” (Boa 56.1 Statement, ¶ 42). Boa also alleges that it asked Icon how a settlement could occur without Northern’s participation as co-Arranger, to which Icon’s counsel responded that “Northern Shipping declined to participate in the lawsuit because it recognized it did not sign the Commitment Letter and, thus, did not have any rights thereunder.” (Boa 56.1 Statement, ¶¶ 39-40, 43; Boa Response to Icon 56.1 Statement, ¶ 49; Declaration of Ole T. Bjornevik dated Dec. 10, 2012, attached as Exh. A to Traub Decl., ¶ 11). Icon denies this allegation. (Icon Response to Boa 56.1 Statement, ¶¶ 39-40, 43). Northern argues that if Icon’s former counsel did make such a statement, it was misleading, given repeated prior communications between Northern and Icon regarding Northern’s claims and rights to a portion of the fees under the Commitment Letter notwithstanding the absence of Mr. Hartigan’s signature. (Northern Response to Boa 56.1 Statement, ¶ 40). Boa claims that it agreed to mediate the Prior Action based on these representations from Icon. (Boa 56.1 Statement, ¶ 41). After agreeing on the settlement in principle, counsel for Icon and Boa began drafting the Settlement Agreement and had the following e-mail discussion regarding the implication of Northern’s role in the Transaction on the settlement contract: (1) Icon’s counsel crossed out draft language releasing Boa from any claims by Northern; (2) Boa’s counsel replied that because Northern was “a party to the Commitment Letter, we need either a release from them or an agreement from Icon to indemnify Boa for any claim or loss that Northern Shipping may claim against [Boa]”; (3) Icon’s counsel responded that Icon “cannot give Boa a release from Northern as it is an entirely independent entity,” that “Northern is not a party to the litigation and is not signatory to the Commitment Letter and Term Sheet,” and that Icon “cannot agree to indemnify Boa from a claim made by Northern for these reasons”; (4) Boa’s counsel recalled that Icon had previously “indicated that Northern would not bring a litigation or sue” and asked for “elabora[tion] ... so that I can give my client some comfort that they can settle with you and not worry about Northern coming after them for the rest”; (5) Icon’s counsel addressed these concerns by proposing the following language, which was ultimately accepted by Boa’s counsel and included in the final agreement: Icon represents that, to the best of its knowledge, Northern Shipping Fund I LLC (“Northern”) has not executed the Commitment Letter. Icon further represents that it made Northern aware of its intention to file the subject lawsuit between Icon and Boa. To the best of Icon’s knowledge, Northern has not made nor does it intend to make a claim against Boa related to the Commitment Letter or this litigation. (E-mail exchange between Justin Nastro and M. Darren Traub dated Dec. 19-20, 2011 (“Nastro/Traub 12/19/11 E-mails”), attached as Exh. 39 to Johnston Deck; Settlement Agreement, ¶ 16; Boa 56.1 Statement, ¶¶ 42-43, 46-47; Icon 56.1 Statement Boa, ¶¶ 50-51, 56). Boa claims that it signed the Settlement Agreement resolving the Prior Action with Icon based on these representations, because it reasonably believed that it was paying the “full amount ... due from Boa to the ‘Arrangers’ under the Commitment Letter, not just to Icon” and that “the settlement resolved all disputes related to the Commitment Letter that the Arrangers could assert.” (Boa 56.1 Statement, ¶¶ 44-45, 48; Boa Response to Icon 56.1 Statement, ¶ 54). Icon disputes this characterization of events and the reasonableness of Boa’s understanding. (Icon Response to Boa 56.1 Statement, ¶¶ 44-45, 48). Boa further asserts that, prior to signing the Settlement Agreement, it had no knowledge of the communications between Northern and Icon in which Northern asserted rights to a- portion of Icon’s claim. (Boa 56.1 Statement, ¶ 49). Northern argues that Icon should have informed Boa of those e-mails (Northern 56.1 Statement, ¶¶ 77-80), and that in light of this omission Icon’s representations in the Settlement Agreement were “materially misleading, if not outright falsehoods” (Northern Response to Icon 56.1 Statement, ¶ 79; Complaint, ¶ 37). Icon claims that its representations are factually accurate and that, prior to the Settlement Agreement, Northern did not notify Icon in writing that it intended to file an action against Boa or appear in the pending litigation, nor inform Icon regarding “its position about consent rights.” (Icon 56.1 Statement Boa, ¶ 57; Icon Response to Boa 56.1 Statement, ¶¶ 49-51; Northern Response to Icon 56.1 Statement, ¶ 73). Icon also contends that Northern and Boa had been in contact with each other, and that Northern had conveyed to Boa that it was not, nor did it want to be, a party to the lawsuit. (Icon Response to Northern 56.1 Statement, ¶ 79). Around January 13, 2012, Mr. Hartigan spoke to Mr. Bjornevik, who informed him that Boa had settled the Prior Action with Icon and may also have informed him of the settlement amount. (Boa 56.1 Statement, ¶¶ 59-60; Icon 56.1 Statement Boa, ¶ 58; Boa Response to Icon 56.1 Statement, ¶ 58). Mr. Hartigan then spoke to Mr. Backer, who confirmed that the parties had settled and may also have confirmed the amount. (E-mail of John Hartigan dated Jan. 13, 2012, attached as Exh. 42 to Johnston Deck; Boa 56.1 Statement, ¶¶ 61-62; Icon Response to Boa 56.1 Statement, ¶¶ 61-62; Northern Response to Boa 56.1 Statement, ¶¶ 61-62). Northern subsequently sent a letter to Icon and Boa claiming that it was “the rightful owner of 50% of the interest in the Commitment Letter, the Judgment, and the Settlement Payment” and demanding half of the settlement amount, “reserv[ing] the right to bring a legal action ... against both Icon and [Boa] to enforce its rights under the Commitment Letter.” (Boa 56.1 Statement, ¶¶ 63-66; Letter of Philip R. Schatz dated Jan. 25, 2012 (“Schatz 1/25/12 Letter”), attached as Exh. K to Traub Deck). Icon’s counsel rejected the demand, noting that Northern had declined to participate in the Prior Action and never signed the Commitment Letter, and assuring Northern that Icon had not pleaded any right of Northern nor relinquished any claims on behalf of Northern. (Letter of Justin T. Nastro dated Jan. 31, 2012, attached as Exh. L to Traub Deck; Boa 56.1 Statement, ¶ 67). Counsel for Northern once again demanded that Icon pay Northern 50% of the settlement proceeds, and also demanded half of the remainder of the $300,000 deposit, or approximately $43,000, which Icon had agreed to give Northern after Boa withdrew from the Transaction. (Letter of Philip R. Schatz dated March 13, 2012 (“Schatz 3/13/12 Letter”), attached as Exh. M to Traub Deck; Northern 56.1 Statement, ¶¶ 54, 73; Boa 56.1 Statement, ¶¶ 68-69). To date, Icon has not paid any of the money demanded by Northern. (Northern 56.1 Statement, ¶ 73). Procedural Posture Northern initiated the present action against Icon and Boa on May 7, 2012, alleging that Icon did not own the exclusive rights to settle the case against Boa in the Prior Action and that Northern owned a portion of those claims. Northern Shipping Funds I, LLC v. Icon Capital Corp., No. 12 Civ. 3584 (S.D.N.Y.). Boa filed its answer on July 16, 2012, which included cross-claims against Icon for breach of contract and fraud. (Boa’s Answer, Defenses, and Cross-Claims). I granted Icon’s motion to dismiss Northern’s constructive trust and breach of fiduciary duty claims on January 24, 2013. Northern Shipping Funds I, LLC v. Icon Capital Corp., 921 F.Supp.2d 94 (S.D.N.Y.2013). Subsequently, Icon answered the Complaint and asserted two counterclaims against Northern and third-party claims against its officers, as well as three cross-claims against Boa; I dismissed the counterclaims, third-party claims, and two of the three cross-claims, but denied a motion to dismiss Icon’s claim for breach of confidentiality against Boa. Northern Shipping Funds I, LLC v. Icon Capital Corp., No. 12 Civ. 3584, 2013 WL 1500333 (S.D.N.Y. April 12, 2013). Discussion A. Legal Standard Under Rule 56 of the Federal Rules of Civil Procedure, summary judgment is appropriate where “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.Civ.P. 56(a); accord Doninger v. Niehoff, 642 F.3d 334, 344 (2d Cir.2011). A dispute regarding a material fact is “genuine” where “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); accord SCR Joint Venture L.P. v. Warshawsky, 559 F.3d 133, 137 (2d Cir.2009). A material fact is one that “ ‘might affect the outcome of the suit under the governing law.’ ” Roe v. City of Waterbury, 542 F.3d 31, 35 (2d Cir.2008) (quoting Anderson, 477 U.S. at 248, 106 S.Ct. 2505). In assessing whether there is a genuine issue of material fact, a court must “construe the facts in the light most favorable to the non-moving party,” Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 780 (2d Cir.2003), and must “resolve all ambiguities and draw all factual inferences in favor of the nonmoving party,” McClellan v. Smith, 439 F.3d 137, 144 (2d Cir.2006). See also Irizarry v. Catsimatidis, 722 F.3d 99, 103 n. 2 (2d Cir.2013); Seeman v. Local 32B-32J, Service Employees Union, 769 F.Supp.2d 615, 620 (S.D.N.Y.2011). “Where, as here, cross motions for summary judgment are filed, [the Court] evaluated] each party's motion on its own merits, taking care in each instance to draw all reasonable inferences against the party whose motion is under consideration.” Byrne v. Rutledge, 623 F.3d 46, 53 (2d Cir.2010) (internal quotation marks omitted); accord Versatile Housewares & Gardening Systems, Inc. v. Thill Logistics, Inc., 819 F.Supp.2d 230, 236 (S.D.N.Y.2011). These inferences do not preclude the court from granting summary judgment when the factual assertions are insufficient to support a jury verdict. Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505 (citation omitted). Where the nonmoving party fails to make “a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial,” summary judgment must be granted. Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The parties cannot rely on “ ‘conelusory allegations or unsubstantiated speculation’ ” to support or defeat a motion for summary judgment, Jeffreys v. City of New York, 426 F.3d 549, 554 (2d Cir.2005) (quoting Fujitsu Ltd. v. Federal Express Corp., 247 F.3d 423, 428 (2d Cir.2001)), but must “bring forward some affirmative indication that [their] version of relevant events is not fanciful,” Podell v. Citicorp Diners Club, Inc., 112 F.3d 98, 101 (2d Cir.1997) (internal quotation marks omitted). The court must therefore inquire into whether the nonmoving party’s claims are more than colorable or “significantly probative.” Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505 (citation omitted). However, it is not the court’s role to resolve disputed issues of fact, as “choices between conflicting versions of the events are matters for the jury.” Rule v. Brine, Inc., 85 F.3d 1002, 1011 (2d Cir.1996). “ ‘Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge.’ ” Kaytor v. Electric Boat Corp., 609 F.3d 537, 545 (2d Cir.2010) (emphasis omitted) (quoting Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000)); see also Katz v. Goodyear Tire and Rubber Co., 737 F.2d 238, 244 (2d Cir.1984) (“The impact of particular circumstances upon an inference arising from an admittedly existing factual situation calls for a factual determination which is the function of the trier of the facts and not that of the court in disposing of a motion for summary judgment.” (internal quotation marks omitted)). The moving party bears the initial burden of identifying those portions of the record that demonstrate “the absence of a genuine issue of material fact,” Celotex, 477 U.S. at 323, 106 S.Ct. 2548, following which the opposing party must come forward with “specific facts showing that there is a genuine issue for trial,” Wrobel v. County of Erie, 692 F.3d 22, 30 (2d Cir.2012) (emphasis omitted) (quoting Matsushita Electric Industrial Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)). The parties may support their claims with discovery materials, stipulations, and affidavits, see Fed.R.Civ.P. 56(c)(1)(A); however, “only admissible evidence need be considered by the trial court in ruling on a motion for summary judgment,” Presbyterian Church of Sudan v. Talisman Energy, Inc., 582 F.3d 244, 264 (2d Cir.2009) (internal quotation marks omitted). The parties agree that New York law governs the claims and cross-claims at issue in their motions. (Defendant Icon Capital Corp.’s Memorandum of Law in Support of its Motion for Summary Judgment Against Defendants Boa Sub C AS, Boa Deep C AS, Boa Holdings AS, Boa Offshore, and Taubákompaniet AS (“Icon Memo. Boa”) at 13; Defendant Icon Capital Corp.’s Memorandum of Law in Support of its Motion for Summary Judgment Against Plaintiff Northern Shipping Funds I, LLC (“Icon Memo. Northern”) at 16; Memorandum of Law in Support of Plaintiffs Motion for Summary Judgment Against Icon Capital Corp. (“Northern Memo.”) at 7; Memorandum of Law in Support of Boa’s Motion for Summary Judgment (“Boa Memo.”) at 12-13, 18-19); see also Northern Shipping Funds I, LLC v. Icon Capital Corp., 921 F.Supp.2d at 101 n. 1. B. Boa’s Cross-Claims Against Icon 1. Boa’s Fraud Claim Boa claims that Icon made misleading statements and omissions regarding the litigation position of Northern in order to induce Boa’s settlement with Icon in the Prior Action. (Memorandum of Law in Opposition to Defendant Icon Capital Corp.’s Motion for Summary Judgment Against the Boa Defendants (“Boa Opp. Memo.”) at 20, 23-24). Icon contends that the representations it made in the Settlement Agreement were true and that it clearly communicated to Boa that it could not release any claims by Northern. (Icon Memo. Boa at 16-19). Icon moves for summary judgment; Boa does not, although it does ask that the Settlement Agreement be rescinded “[i]f Northern’s claims are found to be valid,” based on the same allegations of misrepresentation by Icon that serve as the basis for its fraud claim. (Boa Memo, at 22, 25). Settlement agreements, like other contracts, may be rescinded for fraud or mutual mistake. See McDarren v. Marvel Entertainment Group, Inc., No. 94 Civ. 0919, 1994 WL 388994, *7 (S.D.N.Y. July 22, 1994); Held v. Kaufman, 91 N.Y.2d 425, 431, 671 N.Y.S.2d 429, 694 N.E.2d 430 (1998). To prevail on a claim for fraud in the inducement of a contract under New York law, Boa must show “(1) a material misrepresentation or omission of fact (2) made by defendant with knowledge of its falsity (3) and intent to defraud; (4) reasonable reliance on the part of the plaintiff; and (5) resulting damage to the plain tiff.” Crigger v. Fahnestock & Co., 443 F.3d 230, 234 (2d Cir.2006); see also Wynn v. AC Rochester, 273 F.3d 153, 156 (2d Cir.2001) (describing intent to defraud as a misrepresentation “which the defendant made with the intention of inducing reliance”); Ross v. Louise Wise Services, Inc., 8 N.Y.3d 478, 488, 836 N.Y.S.2d 509, 515, 868 N.E.2d 189 (2007). Contracting parties may also have a duty to disclose information where “the party has made a partial and ambiguous statement” because, “once a party has undertaken to mention a relevant fact to the other party it cannot give only half of the truth.” Brass v. American Film Technologies, Inc., 987 F.2d 142, 150 (2d Cir.1993); see also Sekisui America Corp. v. Hart, 12 Civ. 3479, 2012 WL 5039682, at *6 n. 78 (S.D.N.Y. Oct. 17, 2012); Schwarz v. ThinkStrategy Capital Management LLC, No. 09 Civ. 9346, 2012 WL 2026365, at *14 (S.D.N.Y. May 31, 2012). A party must also disclose material facts where “one party possesses superior knowledge, not readily available to the other, and knows that the other is acting on the basis of mistaken knowledge.” Brass, 987 F.2d at 150 (internal quotation marks omitted). However, “a party cannot demonstrate justifiable reliance on representations that it knew were false,” and New York courts view reliance claims by sophisticated parties with skepticism. Merrill Lynch & Co. v. Allegheny Energy, Inc., 500 F.3d 171, 181-82 (2d Cir.2007). a. Icon’s Motion Because New York law imposes a heightened standard of proof for fraud, “the appropriate summary judgment question is whether the evidence on the record could support a reasonable jury finding that the [claimant] has shown each element” of a fraud claim “by clear and convincing evidence.” Abu Dhabi Commercial Bank v. Morgan Stanley & Co., 888 F.Supp.2d 478, 484 (S.D.N.Y.2012). i. Intentional Misrepresentation To establish the first two elements of its fraud claim, the existence of a material misrepresentation or omission of fact made by Icon that it knew to be false, Boa points to Icon’s Complaint in the Prior Action that “removed all references to Northern” and made it seem like Icon was the only party entitled to all of the fees; Icon’s statements that Northern believed it lacked rights under the Commitment Letter because it had not signed the contract; and the language of the Settlement Agreement itself. (Boa Memo, at 22). Icon’s Complaint in the Prior Action, and the conspicuous absence of Northern from its pleadings, should not have misled Boa, as Boa was privy to all of the events alleged in the Complaint. Perhaps Boa was confused as to why Northern was not also a plaintiff, but that confusion is the subject of the representations made by Icon in its later communications with Boa and in the Settlement Agreement. If anything, Icon’s filings in the Prior Action made material misrepresentations to this Court, not to Boa. The communications between Boa and Icon prior to the signing of the Settlement Agreement suggest that Icon did not accurately convey Northern’s litigation position. (Nastro/Traub 12/19/11 E-mails). However, Icon disputes Boa’s most significant allegation, that Icon’s counsel told Boa that “Northern Shipping declined to participate in the lawsuit because it recognized it did not sign the Commitment Letter and, thus, did not have any rights thereunder.” (Boa 56.1 Statement, ¶¶ 39-40, 43; Icon Response to Boa 56.1 Statement, ¶¶ 39-40, 43). Icon also argues that the integration clause in the Settlement Agreement precludes consideration of statements made during the contract negotiations. (Defendant Icon Capital Corporation’s Reply Memorandum of Law in Support of its Motion for Summary Judgment Against Defendants Boa Sub C AS, Boa Deep C AS, Boa Holdings AS, Boa Offshore, and Taubákompaniet AS (“Icon Reply Memo. Boa”) at 10). In any event, as explained below, that contractual language provides a sufficient basis for the misrepresentation element of Boa’s fraud claim. The first representation made by Icon in the Settlement Agreement was that Northern “ha[d] not executed the Commitment Letter.” (Settlement Agreement, ¶ 16; Boa Opp. Memo, at 23). This is technically true. (Commitment Letter at 20; Icon Memo. Boa at 17; Defendant Icon Capital Corporation’s Memorandum of Law in Opposition to Defendants Boa Sub C AS, Boa Deep C AS, Boa Holdings AS, Boa Offshore, and Taubákompaniet AS’s Motion for Summary Judgment (“Icon Opp. Memo. Boa”) at 6). But that statement was not made in a vacuum. Boa alleges that this assertion followed Icon’s prior assurance that Northern believed it was not a party to the contract, and thus could not enforce its right to fees, because it had not signed the Commitment Letter. (Boa 56.1 Statement, ¶¶ 3IM0, 43; Boa Response to Icon 56.1 Statement, ¶ 49). And Icon knew that, at the very least, Northern was claiming it was entitled to a portion of the Arrangers’ fees and asserting an interest in any settlement proceeds obtained by Icon, and that Icon itself had recommended Northern file its own lawsuit against Boa. (Northern Response to Boa 56.1 Statement, ¶ 40; Northern Response to Icon 56.1 Statement, ¶ 79). By stating that Northern had not executed the contract without providing any information regarding what it knew to be Northern’s interest in the case, Icon’s representation could be considered a “half-truth.” Icon may have had a duty to disclose that both Arrangers were talking and acting as if Northern had grounds to raise a claim against Boa despite not having signed the Commitment Letter. (Hartigan 1/7/11 Email; Backer 5/24/11 E-mail). And a reasonable jury could thus find that Icon’s representation as to Northern’s execution of the contract was either false or materially incomplete. Brass, 987 F.2d at 150. The other representation in the Settlement Agreement is Icon’s assertion that “[t]o the best of Icon’s knowledge, Northern has not made nor does it intend to make a claim against Boa related to the Commitment Letter or this litigation.” (Settlement Agreement, ¶ 16; Boa Memo, at 23-24). Boa says this statement was “false at the time it was made.” (Boa Memo, at 23). Northern also alleges that Icon’s representation of its litigation position was misleading. (Northern Response to Icon 56.1 Statement, ¶ 79). Icon contends that it was not misleading because Northern had repeatedly stated “it did not want to litigate against Boa” and “disavow[ed][] any intention to join the Prior Action.” (Icon Memo. Boa at 17-18; Icon Opp. Memo. Boa at 6-7). But in so arguing, Icon carefully rephrases what the Settlement Agreement actually says — that Northern had no claims against Boa under the Commitment Letter. Regardless of Northern’s desire to litigate, Icon did have knowledge that Northern was asserting a claim to fees. Months before the Settlement Agreement was signed, Northern informed Icon that it wanted to settle its claim against Boa and that it believed it had an interest or share in Icon’s claims (Durkin 5/20/11 E-mail; Hartigan 5/31/11 E-mail; Durkin 7/5/11 E-mail), and Icon’s response was to encourage Northern to bring its own lawsuit against Boa (Backer 5/24/11 E-mail). Icon did not, however, convey any of this information to Boa. (Boa Memo, at 23-24) Icon’s representations in the Settlement Agreement convey information in an incomplete and imprecise manner. A reasonable jury could find that Icon knew that such representations were false when it made them or, even if they were technically true, that Icon omitted additional contextual facts that it had an obligation to disclose. Boa has thus pled misrepresentation sufficiently to satisfy the first two elements of its claim. ii. Intent As to the third element of intent to induce, issues of contractual intent are generally not appropriate for determination at the summary judgment stage, particularly when the parties present conflicting evidence. Bacchus Associates v. Hartford Fire Insurance Co., 766 F.Supp. 104, 111 (S.D.N.Y.1991); see also Katz, 737 F.2d at 244 (“The district court should resist drawing fact inferences in summary judgment situations, particularly where ... intent is at issue.”). Boa claims that it “made clear to Icon that it would not agree to mediate the Prior Action, much less settle with Icon, if Northern also had a claim under the Commitment Letter,” and that Icon knew if it disclosed the information contained in its communications with Northern that Boa would have backed out of the settlement negotiations. (Boa Memo, at 22, 24; Boa Opp. Memo, at 23-24). Icon did not in fact reveal to Boa any of the communications it had with Northern regarding the latter’s interest in the Prior Action, and at one point Mr. Backer omitted Northern representatives from an e-mail discussion with Mr. Bjornevik about the potential settlement. This supports a reasonable inference, based on Boa’s interpretation of the facts, that Icon made false representations and omitted key facts in the Settlement Agreement with the intent of inducing Boa into signing it without Northern’s participation. iii. Reliance Boa faces the harder task of establishing that its reliance on Icon’s false and incomplete statements was reasonable. Boa could have communicated with Northern to confirm its position in the Prior Action and “did not need Icon to explain Northern’s rights.” (Icon Memo. Boa at 18; Icon Opp. Memo. Boa at 5, 7). In fact, Northern and Boa were in communication, and Northern had conveyed to Boa its belief that it could have joined the Prior Action if it wanted to. (Icon Opp. Memo. Boa at 5-6; Hartigan 5/25/11 E-mail). Under New York law, sophisticated business entities are expected to exercise more diligence in investigating representations made to them, and where a plaintiff has “access to critical information but fail[s] to take advantage of that access, New York courts are particularly disinclined to entertain claims of justifiable reliance.” Grumman Allied Industries v. Rohr Industries, Inc., 748 F.2d 729, 737 (2d Cir.1984). A plaintiff may also have a duty to inquire if it had hints of the falsity of a defendant’s representations. JP Morgan Chase Bank v. Winnick, 350 F.Supp.2d 393, 406 (S.D.N.Y.2004). Boa arguably had access to critical information, as it could have asked Northern itself whether it had any claims under the Commitment Letter or any interest in the Prior Action, and Boa’s prior communications with Northern may have provided sufficient warning that Icon’s representations were not entirely accurate and should not have been relied upon. Like questions of intent, however, “reasonable reliance is often a question of fact for the jury rather than a question of law for the court.” STMicroelectronics, N.V. v. Credit Suisse Securities (USA) LLC, 648 F.3d 68, 81 (2d Cir.2011). Boa claims that it had no reason to question Icon or Northern about the representations because it was “not privy to any agreements or communications between Icon and Northern with respect to how the Arrangers’ fee would be split between them.” (Boa Memo, at 24). Boa also points to prior instances in which Icon acted on Northern’s behalf, including receipt of the $300,000 Arrangement Fee deposit and the December 23, 2010 e-mail demand. (Boa 56.1 Statement, ¶¶ 20-22, 27-29). Boa has offered sufficient evidence from which a reasonable jury could infer that Icon made representations it knew to be false and omitted key facts from the language included in the Settlement Agreement, that it did so with the intent to induce Boa into signing that agreement, and that Boa was reasonable in relying on Icon’s statements as to co-Arranger Northern’s litigation position and would not have signed the contract (or paid as much as it did) had such misrepresentations not been made. Icon’s motion for summary judgment on Boa’s fraud cross-claim is therefore denied. b. Boa’s Application Considering Boa’s request that the Settlement Agreement be rescinded as a motion for summary judgment on its fraud claim, the same issues that preclude summary judgment in favor of Icon — the factual dispute over what Icon told Boa, whether Icon intended to induce Boa’s reliance, and the reasonableness of Boa’s reliance on Icon’s representations — also preclude judgment as a matter of law in favor of Boa. Boa’s request that the Settlement Agreement be rescinded at this time is denied. 2. Boa’s Contract Claim Icon also moves for summary judgment on Boa’s breach of contract claim, which alleges that Icon’s breach constituted “falsely representing and warranting to Boa” that Icon had full authority to execute the Settlement Agreement, that Northern did not have rights under the Commitment Letter, and that Northern did not intend to make a claim under the Commitment Letter. (Boa’s Answer, Defenses, and Cross-Claims at 13, ¶ 17). However, Icon provides no argument in support of this motion other than its assertion that it did not make any misrepresentations to Boa. Because that issue is disputed, and because Icon raises no other arguments that it is entitled to judgment as a matter of law, its motion for summary judgment on Boa’s breach of contract claim is denied. C. Icon’s Cross-Claim Against Boa Boa and Icon cross-move for summary judgment on Icon’s cross-claim against Boa, which alleges that Boa breached the confidentiality clause of the Settlement Agreement by disclosing the amount Boa paid to Icon under that contract. (Icon’s Answer to Complaint, Third Party Claims, Counterclaim, and Cross-Claims at 12-13, ¶¶ 9-14). Icon claims that Boa violated the confidentiality clause when Mr. Bjornevik disclosed the amount of the settlement agreement to Mr. Hartigan, an employee of Northern. According to Icon, this breach led to Northern filing the current action and caused Icon to incur litigation costs to defend against Northern’s claims. (Icon Memo. Boa at 1, 11, 13-15). Boa contends that Northern was technically a “party” to the settlement agreement because of its relationship with Icon and thus the disclosure to Mr. Hartigan was not a breach; that Icon confirmed the settlement amount and also breached the confidentiality clause; and that Icon’s refusal to pay Northern any part of the settlement, not Boa’s disclosure of the amount of the settlement, was the actual cause of Northern filing suit and Icon incurring legal costs. (Boa Memo, at 16-17, 18-20). 1. Icon’s Motion In order to succeed on its motion for summary judgment for a breach of contract claim, Icon must show that the undisputed material facts establish the existence of a contract (in this case, a settlement agreement), Icon’s performance under the contract, Boa’s non-performance under the contract, and damages attributable to the breach. Northern Shipping Funds, 2013 WL 1500333, at *7; see also Brooklyn 13th Street Holding Corp. v. Nextel of New York, Inc., 495 Fed.Appx. 112, 113 (2d Cir.2012). The previous discussion of Boa’s fraud claim against Icon, however, clearly establishes that there is a disputed material issue of fact underlying Icon’s motion—whether or not there was a valid Settlement Agreement in the first place. If Boa successfully argues that Icon made material misrepresentations and fraudulently induced Boa to sign the agreement, and the settlement is consequently rescinded, then there would no longer be any contract and no basis for Icon’s breach of contract claim. Icon’s motion for summary judgment on its cross-claim is therefore denied. 2. Boa’s Motion For Boa to succeed on its cross-motion, it must demonstrate either that Icon has failed to sufficiently establish the existence of all four elements of a breach of contract claim, or that there are no genuinely disputed material facts and it is entitled to judgment as a matter of law. I previously found that Icon sufficiently pleaded the elements of a breach of contract claim to survive the motion to dismiss stage, Northern Shipping Funds, 2013 WL 1500333, at *9, and Boa has failed to overcome the possibility that a reasonable jury could weigh the evidence and return a verdict in Icon’s favor. First, Boa claims that when it discussed the Settlement Agreement with Northern it “reasonably believed” it was communicating with a party privy to the contract, because Northern and Icon had an established pattern of acting jointly as one party during the course of the Transaction. (Boa Memo, at 16; Boa Opp. Memo, at 11). What Boa believed when it was settling the Prior Action with Icon and whether it was reasonable is the subject of Boa’s own cross-claim against Icon which, as noted above, is disputed and cannot be determined at this stage. Furthermore, while the question of fact in the fraud claim is whether Icon misrepresented that Northern had no claim against Boa, here Boa alleges that it reasonably believed Icon was acting on behalf of Northern. Given that Icon expressly informed Boa’s counsel that it could not release claims on behalf of Northern because it was an “entirely independent entity,” a jury could certainly find that Boa had no reasonable basis for believing that Icon was acting as an agent for both Arrangers, (icon Opp. Memo. Boa at 7-8). Next, the parties appear to dispute whether Boa disclosed the amount of the settlement (Boa 56.1 Statement, ¶¶ 59-60; Icon 56.1 Statement Boa, ¶ 58; Boa Response to Icon 56.1 Statement, ¶ 58; Boa Memo, at 17-18; Boa Opp. Memo, at 12; Icon Memo. Boa at 14; Icon Opp. Memo. Boa at 9-10), and whether Icon also disclosed that information (Boa 56.1 Statement, ¶¶ 61-62; Icon Response to Boa 56.1 Statement, ¶¶ 61-62; Northern Response to Boa 56.1 Statement, ¶¶ 61-62; Boa Memo, at 17; Icon Opp. Memo. Boa at 9). These facts are central to Boa’s assertion that Boa did not breach the contract and Icon did. (Boa Memo, at 17-18). A reasonable jury could credit Icon’s version and find that Mr. Bjornevik disclosed the settlement amount, that Mr. Backer did not, and that Boa thus breached the confidentiality agreement. Boa claims that even if it did disclose the settlement amount, it was the existence of the settlement and Icon’s unwillingness to share any of it with Northern, and not the disclosure of the amount, that prompted Northern to sue Icon; in other words, that the alleged breach was not the direct and proximate cause of Icon’s legal fees. (Boa Memo, at 18-21; Boa Opp. Memo, at 13-16). As I noted when denying Boa’s motion to dismiss this claim, Icon “presented] sufficient facts to suggest damages stemming from the alleged breach of the confidentiality provision.” Northern Shipping, 2013 WL 1500333, at *9. And while each party now marshals additional evide