MEMORANDUM AND ORDER
YOUNG, Chief Judge.
I. INTRODUCTION
This diversity action arises out of a 1996 franchise agreement (the "Agreement") between Learning Express, Inc. ("Learning Express") and Ray-Matt Enterprises, Inc. ("Ray-Matt") to operate an educational toy store in New Jersey. Learning Express, the franchisor, alleges that Ray-Matt defaulted on the Agreement and seeks a corresponding declaratory judgment. In turn, Ray-Matt and its...
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