MEMORANDUM OPINION AND ORDER
SHADUR, District Judge.
WICO Corporation ("WICO") sues Willis Industries ("Willis") for rescission and damages, alleging Willis' repudiation (Count I) and substantial breach (Count II) of two written contracts (the "Agreements," Complaint Exs. A and B). Willis has moved under Fed.R.Civ.P. ("Rule") 12(b)(6) to dismiss for failure to state a claim upon which relief may be granted.
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