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D agreed to send over 40,000 pounds of pecorino to P. Both parties understood that P would then sell the pecorino in the United States. In the written purchase agreement no provision specifically conditioned P's payment obligation on its successful resale of the pecorino. In an 'oral agreement' P claims it s only responsible for paying D if RP could successfully resell the pecorino. P submitted a copy of a 'deferred invoice' that D sent P-the only writing in the record that reflects a contract between the parties. That invoice provides that D sent P 19,359 kilograms of pecorino on May 26, 2016 and that payment of €150,982 was due on July 26, 2016. P packed the pecorino under its own brand name, and, sold the cheese to a company called Wakefern. Wakefern then placed the cheese for sale in various Shop Rite supermarkets. Customers began to complain that the cheese 'was of poor quality or otherwise defective,' and P was forced to issue credits to the Shop Rite stores. In August, Wakefern demanded that P accept return of the entire lot of pecorino and refund Wakefern its purchase price. P informed D that the pecorino 'was of poor quality, defective, and . . . otherwise unacceptable' and that P would need to return the pecorino. D's representative confirmed that it was defective, and informed P that another representative would travel to the warehouse to arrange the product's return. D never attempted to follow through on its alleged promise. Two and a half years later, in around February 2019, D directed P to send a sample to a potential buyer, who declined to purchase the pecorino. P then sent the pecorino to a food laboratory for testing. The results suggested that D had failed to pasteurize the cheese, which could have caused the defects that customers complained about. P sued D for (1) breach of oral agreement, (2) damage to business reputation, (3) lost profits, (4) incidental/consequential damages, and (5) breach of written agreement in the alternative. P sued D for (1) breach of oral agreement, (2) damage to business reputation, (3) lost profits, (4) incidental/consequential damages, and (5) breach of written agreement in the alternative. D moved to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(6) for failure to state a claim. P cross-moved for leave to file a second amended complaint adding new causes of action for (1) breach of the implied warranty of merchantability, and (2) fraudulent inducement.

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