invalid as it pertains to Defendants’ contract claim. Where a party has been induced to enter a contract by fraudulent misrepresentations, the party is entitled to rescind the contract. See Michael Burstyn v. Raymond Horl, No. 84 Civ. 3064, 1985 WL 260, at *1 (S.D.N.Y. Feb. 8, 1985). By extension, fraud under these circumstances is a defense to a breach of contract claim. See Mix v. Neff, 99 A.D.2d 180, 473 N.Y.S.2d 31, 33 (N.Y.App.Div.1984). However, the right to such recision may be waived by the defrauded party. Under New York law, “one who continues, after knowledge of the fraud, to accept the benefits of the contract, may not later be heard to ask for a recision.” Kurrus v. Kurrus, 136 N.Y.S.2d 395, 397 (N.Y.Sup.Ct.1954); see also Cobb v. Hatfield, 46 N.Y. 533, 1871 WL 9835 (1871) (<HOLDING>); Jackson v. Howard, 260 A.D. 1056, 24 N.Y.S.2d
holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur holding that party to contract could not with knowledge of the fraud which had been practiced upon him take any benefit under the contract or change the condition of the property  and then repudiate the contract because the taking of a benefit is an election to ratify it holding that where an agent is guilty of independent fraud for his benefit knowledge of the fraud is not imputed to the principal holding that even though certain corporate formalities had not been complied with in the execution of the subject contract the corporation had knowledge of the existence of the contract and treated it as a valid and binding contract and thus ratified the contract by accepting the benefits thereunder recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract