"A plaintiff may assert a false endorsement claim only if the defendant is using his likeness without permission." Duffey v. Twentieth Century Fox Film Corp. , 14 F. Supp. 3d 120, 133 (S.D.N.Y. 2014).

Even when it is not attached to a complaint in a copyright case, courts tend to consider license agreements at the Rule 12(b)(6) stage on the notion that a license is “‘integral' to the pleading.” See Duffey v. Twentieth Century Fox Film Corp., 14 F.Supp.3d 120, 124 n.1 (S.D.N.Y. 2014) (quoting Glob. Network Commc'ns, Inc. v. City of New York, 458 F.3d 150, 157 (2d Cir. 2006)). In these cases, the license is reasoned to be the sort of document that “contain[s] obligations upon which the plaintiff's complaint stands or falls, ” and if it “was not attached to the complaint” because it “would undermine the legitimacy of plaintiff's claim, ” neither the defendant nor the court should have to waste their time and energy litigating the existence of a license solely due to plaintiff's “clever drafting.”

(citing Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487 (1941)); Rogers v. Grimaldi, 875 F.2d 994, 1002 (2d Cir. 1989) ("A federal court sitting in diversity or adjudicating state law claims that are pendent to a federal claim must apply the choice of law rules of the forum state." (first citing Klaxon, 313 U.S. at 496; and then citing Colgate Palmolive Co. v. S/S Dart Canada, 724 F.2d 313, 316 (2d Cir. 1983))); see also Duffey v. Twentieth Century Fox Film Corp., 14 F. Supp. 3d 120, 128-29 (S.D.N.Y. 2014) (applying New York choice of law principles to contract interpretation and noting that "[f]ederal courts faced with state law claims must apply choice-of-law principles of the state in which they sit" regardless of whether jurisdiction is based on diversity or federal question).

Nor do the EPP's contribution obligations arise under a collective bargaining agreement, because the EPP was not the product of an agreement between the Contractors and a union. SeeDuffey v. Twentieth Century Fox Film Corp. , 14 F. Supp. 3d 120, 127 (S.D.N.Y. 2014) (holding that agreement between employer and employee was not a collective bargaining agreement because it "was not a contract between a union and an employer."); see also U.S. Dep't of Labor, Advisory Op. No. 2013-02A (stating that for a Plan to be maintained pursuant to a collective bargaining agreement there must be "evidence of actual collective bargaining between one or more employers and an employee organization that represents the employer(s)’s employees covered by such agreement with respect to grievances, disputes, or other matters involving employment terms and conditions other than coverage under, or contributions to, the Plan.").

Accordingly, in conducting that test, the Court accepts all well-pleaded factual allegations as true and draws all reasonable inferences in favor of the plaintiff. Casper Sleep, Inc. v. Mitcham, 204 F. Supp. 3d 632, 637 (S.D.N.Y. 2016), reconsideration denied, No. 16 CIV. 3224 (JSR), 2016 WL 7188788 (S.D.N.Y. Nov. 17, 2016) (citing Duffey v. Twentieth Century Fox Film Corp., 14 F. Supp. 3d 120, 126 (S.D.N.Y. 2014)). The Court need not credit, however, "mere conclusory statements" or "threadbare recitals of the elements of a cause of action."

Where a party "seeks to enforce contractual rights," such rights "are interpreted in accordance with state law in the absence of a 'distinctive national policy' to the contrary." Duffey v. Twentieth Century Fox Film Corp., 14 F. Supp. 3d 120, 128 (S.D.N.Y. 2014) (quoting Bartsch v. Metro-Goldwyn-Mayer, Inc., 391 F.2d 150, 153 (2d Cir. 1968) (Friendly, J.)). "[T]he general interest that copyrights . . . should be enjoyed by their true owner is not enough to [require application of federal common law]."

Accordingly, in conducting that test, the Court accepts all well-pleaded factual allegations as true and draws all reasonable inferences in favor of the plaintiff. See Duffey v. Twentieth Century Fox Film Corp. , 14 F.Supp.3d 120, 126 (S.D.N.Y.2014). The Court need not credit, however, "mere conclusory statements" or "threadbare recitals of the elements of a cause of action.

Accordingly, in conducting that test, the Court accepts all well-pleaded factual allegations as true and draws all reasonable inferences in favor of the plaintiff. See Duffey v. Twentieth Century Fox Film Corp. , 14 F.Supp.3d 120, 126 (S.D.N.Y.2014). The Court need not credit, however, "mere conclusory statements" or "threadbare recitals of the elements of a cause of action.

New York courts apply the "center of gravity" approach to determine which state's law applies in a contract case. See Duffey v. Twentieth Century Fox Film Corp., 14 F. Supp. 3d 120, 129 (S.D.N.Y. 2014) (citations omitted). "To find the center of gravity for a particular contract, courts consider the significance of various contacts with the relevant jurisdictions, including where the contract was drafted, negotiated, executed, and performed; the location of the subject matter; and the domicile or place of business of the contracting parties."

In making this determination, the Court accepts all well-pleaded factual allegations as true and draws all reasonable inferences in favor of the claiming party. See Duffey v. Twentieth Century Fox Film Corp. , 14 F.Supp.3d 120, 126 (S.D.N.Y. 2014). The Court need not credit, however, "mere conclusory statements" or "threadbare recitals of the elements of a cause of action."