OPINION AND ORDER
LEISURE, District Judge,
This is a breach of contract action arising out of a Licensing Agreement entered into between defendant Boyden World Corporation ("Boyden"), as licensor, and plaintiff V.S. International, S.A. ("V.S. International"), as licensee. The Licensing Agreement ("Agreement" or "Px. 2") was entered into in March or April of 1987, but was effective as of January 1, 1987. Trial Transcript ("Tr.") at 372. Plaintiff Victorio Sanchez Lopez ("Sanchez") was also a party to the Agreement, as President of V.S. International. Sanchez is referred to in the Agreement as the "Control Individual." A trial was held in this matter without a jury from September 27, 1993 to September 30, 1993. The Court has considered all the evidence presented, and the following constitutes this Court's findings of fact and conclusions of law, pursuant to Fed. R. Civ. P. 52(a).
This Court has jurisdiction over this breach of contract action based on diversity of citizenship, pursuant to 28 U.S.C. § 1332. The parties stipulated in the Agreement, Px. 2 at P 23, and on the record in open Court, Tr. at 15, that the law of New York would apply to this action. Thus, the Court will apply New York law. See Ostano Commerzanstalt v. Telewide Systems, Inc., 794 F.2d 763, 765 n.1 (2d Cir. 1986) ("Because of the choice of law clause, appellee's contract claims are governed by New York law."); Freedman v. Chemical Constr. Corp., 43 N.Y.2d 260, 265, 401 N.Y.S.2d 176, 179, 372 N.E.2d 12, 15 n.* (1977) ("As a general matter, the parties' manifested intentions to have an agreement governed by the law of a particular jurisdiction are honored.").
In an Opinion and Order issued March 4, 1993, this Court granted partial summary judgment in defendant's favor, pursuant to Fed. R. Civ. P. 56, dismissing plaintiffs' third cause of action. However, the Court found there to be triable issues of fact and, accordingly, denied defendant's motion with respect to the issues of: (1) liability; (2) plaintiffs' claim for damages; and (3) defendant's counterclaims.
Prior to the start of trial, the Court denied plaintiffs's untimely request for a jury, which was first made in the pretrial order. Fed. R. Civ. P. 38.
FINDINGS OF FACT
Plaintiff V.S. International is an executive search firm headquartered in Madrid Spain. Tr. 16. Plaintiff Sanchez is the president and founder of V.S. International. Id. at 14. Defendant Boyden is a Delaware Corporation, with offices in New York, which licenses its name "Boyden" to executive search firms worldwide, but does not itself engage in executive searches. Id. at 370.
In 1986, Boyden's relationship with its representative in Spain, Jean Bella, was terminated, and Boyden began to look for an individual to replace Bella and continue to run an executive search operation in Spain, using the Boyden name. Id. at 17-19, 380-384, 437-38. Three of Bella's former associates, Jose Montalar, Carlos Velilla, and Jaime Ferrer, expressed interest in continuing to operate their respective executive search businesses using the Boyden name, and suggested to Boyden that it begin an association with Sanchez, who, through V.S. International, was already engaged in the executive search business in Madrid. Sanchez discussed this possibility with Ferrer, and also discussed with Ferrer the possibility of forming an arrangement whereby either Sanchez, Velilla, or Montalar would secure a license from Boyden, so they could all continue to operate under the Boyden name. Id. at 17-19, 437-41.
After meeting with Boyden representatives, Sanchez, on behalf of himself and V.S. International, entered into a letter agreement with Boyden, effective April 15, 1986. Id. at 20-25. Pursuant to the letter agreement, V.S. International would be Boyden's representative office in Madrid and, assuming their relationship proceeded smoothly, they would enter into a formal licensing agreement. Px 11.
At its September 1986 Board of Directors meeting, the Boyden board decided to grant Sanchez a license for the Spanish territory and also decided to allow him to handle the internal questions regarding the offices and personnel within Spain. Tr. 99-102; Px. 13. The board's decision was formally communicated to Sanchez by way of a letter from Putney Westerfield ("Westerfield"), Boyden's president, dated September 26, 1986. Px. 14.
On November 10, 1986, Sanchez entered into a written agreement with Montalar and Velilla. This agreement, written by Sanchez and sent to the other two individuals, provided in relevant part:
it is the intention of the signers to form or utilize a mercantile society whose actions would be property of its signers in equal parts/shares and whose presidency will be held initially by D. Victorio Sanchez Lopez, whose company will channel the relationship with Boyden Associates Corporation, it being the one who granted the mark for spain.