Full opinion text
MEMORANDUM AND ORDER RE MOTIONS TO DISMISS COMPLAINT AND AMENDED COMPLAINT GARBIS, District Judge. The Court has before it a series of motions which seek dismissal of certain counts of Plaintiffs Complaint and the materials submitted by the parties relating thereto. The Court finds a hearing unnecessary to resolve the motions. I. BACKGROUND This case arises out of a series of twenty-three mortgage loan transactions between Plaintiff Superior Bank FSB (“Superior”) and Defendant Tandem National Mortgage, Inc. (“Tandem”). Superior is a federal savings bank which is engaged in the business of purchasing mortgage loans on the secondary market. Am. Compl. at ¶ 5. Tandem is engaged in the business of originating, selling and buying mortgage loans. Id. at ¶ 4. Superior and Tandem entered into a Master Agreement for Purchase and Sale of Mortgage Loans (“Purchase Agreement”) on February 11, 1997. Id. at ¶ 87. The Purchase Agreement was renewed on September 15, 1998. Id. Between July 1998 and April 1999, pursuant to the Purchase Agreement, Superior purchased various mortgage loans originated by Tandem, including the twenty-three loans at issue in the instant case. Id. at ¶ 38. Each of the twenty-three loans is secured by residential real property located in Baltimore City, Maryland. Id. Under the Purchase Agreement, each loan transaction was subject to Tandem’s fulfillment of various conditions precedent, including a requirement that the representations and warranties made by Tandem in connection with the loan transaction were true and correct and that Tandem was not in default of any obligations it had undertaken in the Purchase Agreement. Id. at 39. With respect to each loan transaction, Tandem represented: • that a written real estate appraisal was made by a disinterested appraiser and in accordance with industry standards; • that no document prepared by Tandem or to be furnished to Superior contained any untrue statement of material fact or omitted a fact or circumstance necessary to make the statement not misleading; • that the mortgage loan documents conformed to all applicable laws and were true, valid, genuine, accurate and complete; • that all legal requirements applicable to the solicitation of the mortgagor and the origination, holding, servicing and transfer of the mortgage had been complied with by Tandem; • that there had been no violation of any state law relating to unfair competition in connection with the origination or servicing of the mortgage loan; • that all parties to the mortgage note and all other documents in the mortgage file were the real parties in interest and had full legal capacity to execute the documents; • that the mortgage loan was not selected by Tandem for sale to Superior on any basis intended to harm Superior and that all material facts had been disclosed to Superior; • that the mortgage file contained an appraisal by a disinterested appraiser satisfactory to Superior; and • that the origination and collection practices used by Tandem with respect to each mortgage were in all respects legal, proper, prudent and customary in the mortgage banking business. Id. at ¶¶ 40A-40I. Upon breach of any of the representations, warranties or obligations set forth in the Purchase Agreement, Tandem was obligated, upon Superior’s request, to repurchase the mortgage loan to which the breach pertained. Id at ¶ 41. Superior claims that Tandem engaged in a scheme with various mortgage brokers, title companies, and appraisers to induce Superior to purchase the twenty-three loans involved in this case at greatly inflated prices. Id. at ¶¶ 45-60. In furtherance of the scheme, the Mortgage Broker Defendants allegedly submitted false and inaccurate loan documents that falsely inflated the value of the mortgage property, falsely stated the borrower’s income and assets, and/or falsely indicated that the borrowers had made down payments. Id. at ¶ 49. In connection with the preparation of the loan documents, the Mortgage Broker Defendants secured the services of the Appraiser Defendants, who prepared appraisals for false and inflated values. Id. at ¶¶ 50-51. The Mortgage Broker Defendants also allegedly included in the loan packages terms to make up the difference between the first purchase money deed of trust and the sale price by providing for a large down payment or cash settlement from the borrower. Id. at ¶ 54. The Mortgage Broker Defendants included these terms with knowledge that the borrowers could not afford to pay the down payment or cash settlement. Id. The Appraiser Defendants allegedly submitted false and inflated appraisals to the Mortgage Broker Defendants which were, in turn, provided to Tandem and ultimately to Superior. In each transaction, the appraised value was identical to the contract price of the property. Id. at ¶ 51. In several of the transactions, the appraisal failed to reflect that the property had been subject to a “flip.” Id. In other transactions, the appraisal failed to reflect the true condition of the property. Id. After receiving the loan packages from Tandem, Superior agreed to purchase the mortgage loans in an amount between 60% and 80% of the contract price or appraised value, subject to the condition that the balance be made up by the down payment. Id. at ¶ 55. Following this conditional approval, Tandem notified the Mortgage Broker Defendants of loan approval. Id. at ¶ 57. The Mortgage Broker Defendants arranged loan closings with the Title Company Defendant with which they were affiliated. Id. Prior to loan closing, the Mortgage Broker Defendants advised the Title Company Defendants of the documents that were needed to settle the loan and the terms that would have to appear on the HUD-1 settlement sheet to make the settlement sheet reflect a bona fide transaction. Id. at ¶ 58. This was accomplished by listing the inflated appraised value of the property and a false down payment amount on the settlement sheet. Id. at ¶¶ 58-59. Contrary to the HUD-1 settlement sheet, the only funds available at settlement were those provided by the lender under the first lien purchase money loan. Id. at ¶ 60. The vast majority of the twenty-three loans are in default or' have been or are delinquent. Id. at ¶ 47. At least one borrower has filed for bankruptcy. Id. Superior alleges that Tandem breached its obligations under the Purchase Agreement by, inter alia, submitting to Superior falsely inflated appraisals on the mortgaged property serving as security for the mortgage loans purchased by Superior, and by failing to confirm the source of down payments made by borrowers where such down payments were excessive in light of the borrower’s income and assets. Id. at ¶ 43. Superior claims that Tandem is responsible for its own breach, as well as the actions of the Mortgage Broker Defendants, Appraiser Defendants and Title Company Defendants because Tandem retained or appointed those defendants as its agents. Id. at ¶ 48. Superior has made a demand upon Tandem to repurchase the twenty-three loans, but Tandem has not done so to date. Id. at ¶ 42. On August 4, 1999, Superior filed the instant lawsuit against Tandem and various mortgage brokers, appraisers and title companies. The Amended Complaint was filed on September 24, 1999, naming additional defendants and bringing the total to thirty-one. The Amended Complaint includes the following claims: COUNT I Breach of Contract (against Tandem only) COUNT II Civil Racketeer Influenced and Corrupt Organizations Act COUNT III Fraud (in connection with appraisals) COUNT IV Fraud (in connection with down payments) COUNT V Fraud — Civil Conspiracy COUNT VI Negligent Misrepresentation (in connection with appraisals) COUNT VII Negligent Misrepresentation (in connection with down payments) The Defendants have also filed numerous cross-claims against each other. Numerous Defendants have now filed Motions to Dismiss various counts of the Complaint and/or Amended Complaint. II. LEGAL STANDARD The Court must deny a Motion to Dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure unless it “appears beyond doubt that Plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). “The question is whether in the light most favorable to the Plaintiff, and with every doubt resolved in his behalf, the Complaint states any valid claim for relief.” 5A Wright & Miller, Federal Practice and Procedure: Civil 2d, § 1357, at 336. The Court, when deciding a motion to dismiss, must consider wellpled allegations in a complaint as true and must construe those allegations in favor of the plaintiff. Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974); Jenkins v. McKeithen, 395 U.S. 411, 421-22, 89 S.Ct. 1843, 23 L.Ed.2d 404 (1969). The Court must further disregard the contrary allegations of the opposing party. A.S. Abell Co. v. Chell, 412 F.2d 712, 715 (4th Cir.1969). III. DISCUSSION Various Defendants have challenged the sufficiency of Plaintiffs claims for Fraud, Negligent Misrepresentation and RICO violations. The Court will address each claim in turn. B. Tort Claims — Preliminary Issues 1. Choice of Law a. Tandem Tandem raises an issue with respect to which state’s law governs Superi- or’s tort claims. A federal court exercising diversity or pendent jurisdiction over state law claims must apply the choice of law rules of the forum state, here Maryland. ITCO Corp. v. Michelin Tire Corp., 722 F.2d 42, 49 n. 11 (4th Cir.1983); see Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487, 491, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). The contract between Tandem and Superior contains a choice of law provision which states that “[the] Agreement shall be construed in accordance with the laws of the State of New Jersey without regard to internal conflicts of law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.” Maryland acknowledges that “the parties to a contract may agree as to the law which will govern their transaction, even as to issues going to the validity of the contract.” Kronovet v. Lipchin, 288 Md. 30, 415 A.2d 1096, 1104 (1980). Under Maryland law, the intent of the parties, as evidenced first by the plain language of the contract, governs the issue of whether the choice of law provision applies to contract-related tort claims. See id., 415 A.2d at 1106-07 (considering intent of parties in determining which state’s law governed interest and usury issues pertaining to loan transactions). The choice of law provision contained in the Purchase Agreement refers only to the “rights and remedies of the parties hereunder.” Based on the plain meaning of these terms, the Court concludes that Tandem and Superior intended for New Jersey law to govern only contract claims, and not tort claims that are merely related to the contract. When a cause of action arises in tort, Maryland’s choice of law rules require application of the law of the state where the tortious conduct or injury occurred. In the case at Bar, the tortious conduct is alleged to have occurred in Maryland. Accordingly, the viability Superior’s tort claims against Tandem will be resolved according to Maryland law. b. Remaining Defendants Terrapin raises the choice of law issue in its reply brief, and correctly states that Maryland law applies to Superior’s tort claims against all Defendants who were not parties to the Purchase Agreement. See Barnes Group, Inc. v. C & C Products, Inc., 716 F.2d 1023, 1032 n. 25 (4th Cir.1983) (stating that a “contractual choice-of-law provision, of course, can have no bearing on the law controlling a tort action brought«against a third person not a party to the contract.”). Accordingly, the viability of Superior’s tort claims against the Mortgage Broker Defendants, the Appraiser Defendants and the Title Company Defendants will be resolved according to Maryland law. 2. The Economic Loss Rule Tandem argues that Superior’s state law tort claims for fraud (Counts III and IV) and negligent misrepresentation (Counts VI and VII) are barred by the economic loss rule. Plaintiff points to Maryland cases allowing contract and tort actions to be brought in the same case in support of its argument that its tort actions should survive Tandem’s Motion. See, e.g. Martens Chevrolet, Inc. v. Seney, 292 Md. 328, 439 A.2d 534 (1982); Aeropesca Ltd. v. Butler Aviation Int’l, Inc., 44 Md.App. 610, 411 A.2d 1055 (Spec.App.1980). In general, when a “controversy concerns purely economic losses allegedly caused by statements made during the course of a contractual relationship between businessmen, it is plainly contract law which should provide the rules and principles by which the case is to be governed.” Flow Industries, Inc., v. Fields Construction Co., 683 F.Supp. 527, 530 (D.Md.1988); see Martin Marietta Corp. v. International Telecommunications Satellite Organization, 991 F.2d 94 (4th Cir.1993) (citing 763 F.Supp. 1327 (D.Md.1991)). The Purchase Agreement imposed numerous duties on Tandem, including, as Superior points out, an express duty to warrant that the representations were “true and correct” and that all information contained in the loan files was “complete, accurate, and correct.” The Purchase Agreement also contains the following provision regarding remedies: All remedies and rights in favor of [Superior] as against [Tandem] provided in this Agreement are cumulative and are in addition to and not in limitation of all other rights and remedies which [Superior] may at any time have in law or at equity against [Tandem] for or on account of any breach or violation by [Tandem] of the terms, provisions, agreements, covenants, representations, warranties and undertakings of [Tandem] made or provided for in this agreement. The allegations contained under the headings of fraud and negligent misrepresentation repeat, nearly word for word, the allegations contained under the breach of contract claim. Tandem relies heavily on this parallelism in arguing that the contract provides Superior’s exclusive remedy, an argument that would have great weight in a typical case. This ease presents a somewhat unique situation, however, due to the contractual provision stating that the rights created by the Purchase Agreements are cumulative. As a result, there is, at a minimum, an ambiguity as to whether the parties intended to define the full scope of their duties in the Purchase Agreements. Accordingly, Tandem is not entitled to dismissal of Superior’s tort claims based on the economic loss rule. 3. Appraisals as Mere Statements of Opinion Several Defendants argue that Superior’s state law tort claims for fraud and negligent misrepresentation based on allegedly inflated appraisals (Counts III and VI) fail to state a claim because appraisals, as mere statements of opinion, are not actionable as a matter of law. CHS also argues that Superior could not have reasonably relied on the appraisals. Superior contends that appraisals are more than mere statements of opinion, but rather professional evaluations of value, and that its reliance was reasonable. On a general level, Capital and CHS correctly maintain that in Maryland, “representations as to the quality or condition of property are not actionable where they are mere expressions of opinion.” Fowler v. Benton, 229 Md. 571, 185 A.2d 344, 349 (1962); see Appel v. Hupfield, 198 Md. 374, 84 A.2d 94 (1951); Johnson v. Maryland Trust Co., 176 Md. 557, 6 A.2d 383 (1939). Maryland does acknowledge, however, that “representations as to quality and condition may constitute fraud where they are asserted as statements of fact.” Fowler, 185 A.2d at 349. Moreover, the essence of the transactions at issue are those in which an honest appraisal, a best professional estimate of value, would be provided and not, as alleged, a fraudulent or negligent statement. Superior has pointed to several decisions which suggest circumstances under which an appraisal may be actionable. Although these decisions do not apply Maryland law, the Court finds them persuasive. In Costa v. Neimon, 123 Wis.2d 410, 366 N.W.2d 896 (App.1985), for example, purchasers of real property sued the lender’s real estate appraiser for negligent misrepresentation as to the fair market value of the property, and a jury found for the plaintiffs. Id. The jury had heard testimony regarding the items that are considered in making an appraisal, including square footage, improvements, etc. Id. at 416, 366 N.W.2d 896. The Wisconsin Court of Appeals found that the jury could reasonably have concluded that the appraisal was a statement of opinion which carried an implied assertion that facts existed to support his opinion, and thus that there had been an actionable misrepresentation of fact. Id. In Larsen v. United Federal Savings and Loan Ass’n of Des Moines, 300 N.W.2d 281 (Iowa 1981), a negligence action, the appraiser admitted that he would sometimes “hurry through an appraisal” and was told to “be more careful.” Id. at 284. Further, there were indications of serious defects in the property which a jury could have concluded a competent appraiser would have noticed. Id. at 288. Superior alleges that each of the appraisals involved in the case at Bar contained falsely inflated prices and that it reasonably relied on the appraisals. It may very well be that, at a later stage of the case, Superior will be unable to prove that the appraisals constitute false representations of fact as opposed to mere opinions and/or that its reliance was reasonable. For purposes of the instant motion, however, the Court must accept all well pleaded allegations as true. Applying that standard, the Court cannot conclude beyond doubt that Superior can prove no set of facts which would entitle it to relief based on the allegedly false appraisals. 4. Successor Liability Golden Gate has moved to dismiss because it was not incorporated until after the actions alleged by Superior took place. Superior alleges that Johnson, as Golden Gate’s employee, conducted appraisals of three properties. Am. Compl. at ¶¶ 108-112; id. at ¶¶ 128-24. Golden Gate, however, was not incorporated until August 20, 1999, after the filing of this lawsuit. Accordingly, Golden Gate had no corporate existence when the allegedly tortious actions were committed. It would appear that the only way that Golden Gate could be held hable for Johnson’s actions which occurred prior to the incorporation is on a theory of successor liability. Under Maryland law, the general rule regarding successor liability is one of non-liability, subject to four exceptions. The Maryland Court of Appeals has stated that: “a corporation which acquires all or part of the assets of another corporation does not acquire the liabilities and debts of the predecessor unless: (1) there is an express or implied agreement to assume the liabilities; (2) the transaction amounts to a consolidation or merger; (8) the successor entity is a mere continuation or reincarnation of the predecessor entity; or (4) the transaction was fraudulent, not made in good faith, or made without sufficient consideration.” Nissen Corp. v. Miller, 323 Md. 613, 594 A.2d 564, 565-66 (1991) (citations omitted). The Court concludes that dismissal of its claims against Golden Gate at the current stage of this litigation would be premature, because one or more of the exceptions to the general rule might apply. In particular, Superior argues that Golden Gate could be considered a “mere continuation” of the business previously operated by Johnson, or alternatively, that Golden Gate might have been incorporated for the purpose of shielding Johnson’s assets from tort claims. Superior will be allotted time to conduct expedited discovery relating to the possible successor liability of Golden Gate for Johnson’s actions. Golden Gate will then have the opportunity to move for summary judgment, also on an expedited basis, on the successor liability issue. C. Fraud In Count III, Superior alleges that the Defendants committed fraud in connection with the appraisals of twenty-one properties that secured mortgages which were the subject of its purchases from Tandem. Am. Compl. ¶¶ 150-53. In Count IV, Superior alleges that the Defendants committed fraud, with respect to each of the twenty-three loans that are the subject of this lawsuit, in connection with the down payments listed on the HUD-1 settlement sheets and the income and assets listed on the borrowers’ loan applications. Id. at ¶¶ 155-57. Various Defendants argue that Superior has failed to plead fraud with particularity. Other Defendants argue that certain counts should be dismissed against them because Superior has failed to allege that they were involved in the allegedly false representations. 1. Failure to Plead with Particularity Capital, JKV, CHS, Lorimar and Consumers argue that Superior has failed to satisfy the requirements of Federal Rule of Civil Procedure 9(b). Rule 9(b) provides that “[i]n all averments of fraud[,] the circumstances constituting fraud ... shall be stated with particularity.” Fed.R.Civ.P. 9(b). The word “circumstances” is interpreted to include the “time, place and contents of the false representation, as well as the identity of the person making the misrepresentation and what [was] obtained thereby.” Windsor Assocs. v. Greenfeld, 564 F.Supp. 273, 280 (D.Md.1983). Rule 9(b) must be read in conjunction with Federal Rule of Civil Procedure 8(a), which demands only “a short and plain statement of the claim,” and with the Federal Rules’ policy in favor of flexibility and simplicity in pleading. See All Risks, Ltd. v. The Equitable Life Assurance Soc’y, 931 F.Supp. 409, 418 (D.Md.1996); PPM Am., Inc. v. Marriott Corp., 820 F.Supp. 970, 973 (D.Md.1993). The central question which arises when a complaint is attacked under 9(b) “is how much detail is necessary to give adequate notice to the opposing party in order to enable that party to prepare adverse pleadings.” PPM, 820 F.Supp. at 973. The Fraud Counts incorporate by reference all preceding paragraphs of the Amended Complaint. Accordingly, an examination of the entire Amended Complaint is necessary. The Court concludes that although Superior’s pleading is far from artful, a full reading of the allegations contained in the Amended Complaint provides sufficient detail to enable the Defendants to respond to Superior’s allegations. With respect to each Defendant, the Amended Complaint includes a description of the general items (i.e., preparation of appraisals, preparation of documents, collection of payments) which Superior alleges that each particular Defendant was responsible for. In addition, the Amended Complaint alleges that the representations made in connection with these activities were communicated to Superior. These descriptions provide a background understanding of Superior’s fraud allegations against the various Defendants, which are fleshed out in more detail in later portions of the Amended Complaint. The Court will specifically discuss the sufficiency of the allegations with respect to the Mortgage Broker Defendants, the Title Company Defendants, and the Appraiser Defendants below. a. Mortgage Broker Defendants With respect to the Mortgage Broker Defendants in particular, Superior first alleges, in general terms, that they • submitted “false and inaccurate loan documents that falsely inflated the value of the mortgage property, that falsely stated the borrower’s income and assets, and/or that falsely indicated that the borrowers had made the down payments reflected in the HUD-1 settlement sheets;” and • “includ[ed] in the loan packages false terms to make up the difference between the first purchase money deed of trust and the sale price by including terms for a large down payment, which they knew would not be made, or cash at settlement from the borrower, which they knew was unavailable.” Am. Compl. at ¶¶49, 54. Standing on their own, these allegations would not appear to meet Rule 9(b)’s requirements. The Amended Complaint, however, contains a separate section pertaining to each Mortgage Broker. Am. Compl. at ¶¶ 61-87(B & G); id. at ¶¶ 88-98 (Capital); id. at ¶¶ 125-188 (Accubanc). Within each section, the Amended Complaint lists the particular borrowers and particular loans which Superior alleges each Mortgage Broker was involved in, and the dates on which each loan was made. Id. at ¶¶ 65-87 (B & G involved in Calamita, Pinkett, Mav-ris, Vogtman and Hines transactions); id. at ¶¶ 92-98 (Capital involved in Cobb transactions); id. at ¶¶ 129-33 (Accubanc involved in Brown loans). Furthermore, as will be discussed in more detail below, the Amended Complaint alleges, with respect to each particular loan transaction, the precise false statements that were contained in the loan documents that, according to Paragraph 49, the Mortgage Broker Defendants submitted to Tandem for eventual transmittal to Superior. Following a full analysis of the Amended Complaint, the Court concludes that Superior has made more than conclusory allegations of fraud with respect to the Mortgage Broker Defendants, including B & G, Capital and Accubanc. b. Title Company Defendants With respect to the Title Company Defendants, Superior alleges generally that: • They were “advised by the mortgage brokers of the documents needed to settle the loan and the terms that would have to appear on the HUD-1 settlement sheet, to make the settlement sheet appear as if a bona fide transaction was conducted based on the inflated appraised value of the properties, including, upon information and belief, a false down payment amount;” and • Their closing agents “prepar[ed] and submitted] HUD-1 settlement statements that in many instances reflected down payments made by borrowers when, in fact, such down payments were not made.” • “Contrary to the settlement sheet prepared for each loan, the only funds actually available at settlement were those provided by the lender under the first lien purchase money loan.” Id. at ¶¶ 58-60. Superior alleges that it purchased the subject loans (at least in part) in reliance upon the borrower’s ability to make the required down payment. E.g., id. at ¶¶ 66, 78, 93, 106, 109, 123. With respect to JKV in particular, Superior alleges that JKV acted as the Title Company on the Calamita, Pinkett, Vogt-man, and Hines loans. Id. at ¶¶ 65, 72, 84, and 86. JKV allegedly performed the following acts: • Prepared HUD-1 settlement statements signed by the borrowers on the date of closing indicating down payments on multiple pieces of property typically purchased on the same day, and in total amounts in excess of the liquid assets identified on the borrowers’ loan applications; • Prepared settlements indicating seller concessions or contributions toward closing ranging from $2000 to $3000 per mortgaged property; • Included in the loan files “estimated” or stricken through settlement statements in addition to the “final” settlement statement, indicating a lower down payment from the borrower, a second mortgage to be taken by the seller and credits from the seller toward the purchase price; and • Failed to include in the loan file certified checks from the borrowers confirming their payment of the down payment. Id. at ¶ 64. In connection with the three Calamita loans in particular, Superior alleges that JKV prepared an extra settlement statement “which provided for lower down payments, seller second mortgages and seller contributions toward the contract price.” Id. at ¶ 65. These concessions were not included in the final settlement statement signed by Calamita, and the final settlement was not faxed by JKV until weeks after the settlement. Id. In connection with the two Pinkett loans, Superior alleges that JKV prepared settlement statements which provided for down payments in excess of $27,500, notwithstanding a monthly salary of $6,500 and unverified bank account balances of $20,578, and purported seller contributions toward the contract price of over $3000. Id. at ¶ 72. In connection with the Vogtman loan, Superior alleges that JKV prepared a settlement statement which indicated a down payment of $23,087, notwithstanding a monthly salary of $1437 and bank account balances of $4101. Id. at ¶ 84. In connection with the Hines loan, Superior alleges that JKV prepared a settlement statement which indicated that Hines made a down payment of $15,421.84, notwithstanding a monthly salary of $1721.21 and bank account balances of $4160, when in fact Hines made no such payment. Id. at ¶ 86. With respect to Terrapin in particular, Superior alleges that Terrapin acted as the Title Company on the Mavris, Jones, and Purnell loans. Id. at ¶¶ 77,103,117. In connection with the three Mavris loans, Superior makes the same general allegations that it did against JKV. Id. at ¶ 64. Superior further alleges that Terrapin prepared settlement statements indicating down payments of over $40,000, notwithstanding a stated yearly salary of $42,000 and unverified bank account balances of $10,455. Id. at ¶ 77. In connection with the two Jones loans, Superior alleges generally that Terrapin prepared HUD-1 settlement statements signed by the borrower on the date of closing indicating down payments on multiple pieces of property being purchased by borrower on the same day or within days of the other two settlements, and in total amounts in excess of the liquid assets identified on the borrower’s loan application, when in fact no such payments were made. Id. at ¶ 102. More specifically, Superior claims that the settlement statements indicated that Jones made total down payments of over $13,800, when in fact no such down payments were made. Id. at ¶ 103. In connection with the three Purnell loans, Superior alleges generally that Terrapin “prepared HUD-1 settlement statements signed by the borrower indicating down payments on multiple pieces of property being purchased by borrower[s] on the same day in excess of the liquid assets identified on the borrower’s loan applications.” Id. at ¶ 116. In particular, Terrapin allegedly prepared settlement statements indicating total down payments of over $32,400 on the same day which were not made. Id. at ¶ 117. Superior alleges that Century acted as the Title Company on the three Cobb loans. Id. at ¶ 92. Superior alleges that Century prepared HUD-1 settlement statements signed by the borrower on the date of closing indicating down payments on multiple pieces of property being purchased by the borrower on the same day or within days of the other two settlements, and in total amounts in excess of the liquid assets identified on the borrower’s loan applications, when in fact no such down payments were made. Id. at ¶ 91. In particular, Century prepared a settlement statement requiring down payments of over $44,000, notwithstanding a monthly salary of $2500, no bank accounts, and other income of about $1000. Id. at ¶ 92. These down payments were not made. Id. Superior alleges that Lorimar acted as the Title Company on the King and Brown loans. Id. at ¶¶ 108, 129. In general, Superior claims that Lorimar prepared HUD-1 settlement statements signed by the borrower on the date of closing indicating down payments on multiple pieces of property being purchased by borrower[s] on the same day or within days of the other ... settlements, and in total amounts in excess of the liquid assets identified on the borrower’s loan applications, when in fact no such payments were made. Id. at ¶ 102. With respect to the two King loans, Superior claims that Lorimar prepared settlement statements indicating that King made total down payments of over $17,486 on the same day, notwithstanding a monthly salary of $2583, other monthly income of $684, and inconsistencies as to bank account balances. Id. at ¶ 108. No such payments were made. Id. Superior alleges that Consumers acted as the Title Company on the Ekanem loan. Id. at ¶ 123. Superior claims that Consumers prepared a settlement statement which indicated a down payment of $16,454.36, notwithstanding a monthly salary of $3935 and no listed bank account balances. Id. In view of the above allegations, the Court concludes that Superior has sufficiently alleged the circumstances surrounding its fraud claims against the Title Company Defendants, including JKV, Terrapin, Lorimar, Century and Consumers. c. Appraiser Defendants With respect to the Appraiser Defendants, Superior alleges generally that • Each one prepared appraisals of the property at issue for false and extremely inflated values; • In every single ease the appraised value was identical to the contract price of the property; • In other instances, the appraisal failed to reflect that the subject [property] was the subject of a “flip” in that the property had been bought and sold just prior to the appraisal; and • there were other instances in which the condition of the property (i.e., boarded up) was not reflected in the appraisal. Id. at ¶ 51. With respect to CHS in particular, the Amended Complaint alleges its involvement in the Calamita and Pinkett loans. Id. at ¶¶ 66-71; id. at ¶¶ 73-76. Superior alleges that CHS knew that the appraisal was to be used in connection with a mortgage transaction, prepared and submitted an appraisal report stating a falsely inflated value substantially in excess of the fair market value of the property, and prepared an appraisal indicating an appraised value identical to the contract price for the property. Id. at ¶ 63. With respect to each of the three loans made to Calamita, and each of the two loans made to Pinkett, Superior alleges the date of the loan and the amount of the appraisal. Id. at ¶¶ 66, 68, 70, 73, 75. Superior claims that it purchased each loan (at least in part) in reliance upon the appraisal. Id. at ¶¶ 66, 68, 70, 73, 75. The Amended Complaint further alleges that Superior later had a second appraisal performed, revealing that the initial appraisal conducted by CHS (and/or Silver) was inflated. Id. at ¶¶ 67, 69, 71, 74, 76. Moreover, in Count III, the Complaint again discusses each of the Calamita and Pinkett loans, and alleges the false misrepresentation specifically. Id. at ¶¶ 151A-E. An analysis of the Amended Complaint leads the Court to conclude that Superior has adequately alleged its fraud claim against CHS. In sum, the Court concludes that Superi- or has pleaded its fraud claims with enough specificity to survive the challenges advanced by the various Motions to Dismiss. Accordingly, the Court will not dismiss the fraud claims on the basis of a failure to plead fraud with particularity as required by Rule 9(b). 2. Inapplicability of Count IV to Certain Defendants Johnson (joined by CHS) argues that Count IV fails to state a claim against the Appraiser Defendants because it alleges only that the lender, mortgage brokers, and title companies misrepresented down payments and borrowers’ assets. Count IV incorporates by reference the allegations contained in Paragraphs 1-153, and alleges that: • The Defendants falsely and fraudulently and with intent to defraud Superior represented to Superior that each borrower made the down payments set forth in the HUD-1 settlement statements and had the income and assets set forth in their loan applications; • Superior relied upon the representations set forth in the settlement statements submitted by Defendants and was thereby induced to purchase the mortgage loans from Tandem; • As a result, Superior paid an amount to purchase the mortgage loans generally in excess of 100% of the fair market value of the property, and now many of the loans are delinquent or in default. Id. at ¶¶ 155-57. The Amended Complaint contains no allegations that Johnson or CHS, or any of the Appraiser Defendants for that matter, were involved in any of the allegedly false statements regarding borrowers’ down payments, income or assets. Moreover, the Court notes that Count IV demands judgment against only “Tandem, the mortgage broker, and the title company/closing agent Defendants.” Id. Accordingly, the Court concludes that, to the extent that Superior intended to include them in Count IV, Count IV fails to state a claim for fraud against any of the Appraiser Defendants. D. Conspiracy In Count V, Superior attempts to state a claim for conspiracy under Maryland law. Under Maryland law, a civil conspiracy is “a combination of two or more persons by an agreement or understanding to accomplish an unlawful act or to use unlawful means to accomplish an act not in itself illegal, with the further requirement that the act or the means employed must result in damages to the plaintiff.” Green v. Washington Suburban Sanitary Comm’n, 259 Md. 206, 269 A.2d 815, 824 (1970); Robb v. Wancowicz, 119 Md.App. 531, 705 A.2d 125, 132 (Spec.App.1998). Civil conspiracy is not “a separate tort capable of independently sustaining an award of damages in the absence of other tortious injury to the Plaintiff.” Alexander & Alexander Inc. v. B. Dixon Evander & Assocs., Inc., 336 Md. 635, 645 n. 8, 650 A.2d 260 (1994). Accordingly, the Court will dismiss Count V; however, the Court is not foreclosing Plaintiff from seeking to hold Defendants liable for the actions of others on a conspiracy theory. The Court simply holds that there is no separate free standing tort of conspiracy. E. Negligent Misrepresentation In Count VI, Superior alleges that Tandem, the Appraiser Defendants and the Mortgage Broker Defendants committed negligent misrepresentation in connection with the appraisals of twenty-one properties that secured mortgages which were the subject of its purchases from Tandem. Am. Compl. ¶¶ 161-67. In Count VII, Superior alleges that Tandem, the Mortgage Broker Defendants and the Title Company Defendants committed negligent misrepresentation, with respect to each of the twenty-three loans that are the subject of this lawsuit, in connection with the down payments listed on the HUD-1 settlement sheets and the income and assets listed on the borrowers’ loan applications. Id. at ¶¶ 168-74. In Maryland, in order to state a claim of negligent misrepresentation, a plaintiff must allege that: (1) the defendant, owing a duty of care to the plaintiff, negligently asserts a false statement; (2) the defendant intends that his statement will be acted upon by the plaintiff; (3) the defendant has knowledge that the plaintiff will probably rely on the statement, which, if erroneous, will cause loss or injury; (4) the plaintiff, justifiably, takes action in reliance on the statement; and (5) the plaintiff suffers damage proximately caused by the defendant’s negligence. Gross v. Sussex, 332 Md. 247, 630 A.2d 1156, 1162 (1993). Several Defendants argue that Superior cannot establish the existence of a duty of care, or that Superior has inadequately alleged the damages element of the tort. Other Defendants argue that certain counts should be dismissed against them because Superior has failed to allege that they were involved in the allegedly false representations. 1. Duty of Care Several Defendants argue that Superior cannot, as a matter of law, establish the necessary duty to succeed on its negligent misrepresentation claim. In the context of negligent misrepresentation, the Maryland Courts hold that where the failure to exercise due care creates a risk of economic loss only, “an intimate nexus between the parties [i]s a condition to the imposition of tort liability.” Weisman v. Connors, 312 Md. 428, 540 A.2d 783, 791 (1988) (quoting Jacques v. First Nat’l Bank, 307 Md. 527, 515 A.2d 756 (1986)). Such an intimate nexus requires “contractual privity or its equivalent.” Id. Superior does not contend that it had a contractual relationship with any Defendant aside from Tandem. As to the Mortgage Broker Defendants, the Title Company Defendants, and the Appraiser Defendants, the question, therefore, becomes whether Superior can allege an intimate nexus. As this Court has stated, “an ‘intimate nexus’ cannot exist unless a defendant is aware of a specific party or class of parties which intend to rely upon he defendant’s statement.” Tischler v. Baltimore Bancorp, 801 F.Supp. 1493, 1504 (D.Md.1992) (quoting Brickman v. Tyco Toys, Inc., 722 F.Supp. 1054, 1062 (S.D.N.Y.1989)). This requirement addresses the concern, often echoed by the Maryland Court of Appeals, that liability not be extended to unknown or unforeseen third parties. In support of its negligent misrepresentation claims, Superior alleges that “the Defendants knew or should have known that the 23 mortgage loans at issue in this case could have been sold and/or assigned on the secondary market to a subsequent purchaser such as Superior.” Pl. Opp. at 24-25; see Am. Compl. at ¶¶ 10, 11, 19, 45-60, 63, 89, 101, 164, 171-72. Although the Mortgage Broker Defendants, Title Company Defendants and Appraiser Defendants are not alleged to have communicated directly with Superior, Superior alleges that they knew that the information that they were providing about a particular mortgage could be used in connection with a sale of the loan to a buyer on the secondary market. In the dismissal context, necessarily drawing all inferences in favor of Superior, the Court concludes that Superi- or has sufficiently pleaded the duty element of its negligent misrepresentation claim. 2. Allegation of Damages Several Defendants argue that Superi- or’s allegation of damages is insufficient, as it does not allege how it suffered any damages in reliance on those Defendants’ actions. See Am. Compl. at ¶ 174. No case law has been cited for the proposition that the failure to allege exactly how damages were suffered is grounds for dismissing an otherwise adequately pleaded claim. Moreover, each count of the Amended Complaint incorporates by reference all preceding paragraphs. Numerous times in the preceding paragraphs Superior alleges that the damages were suffered because it was induced to purchase loans in excess of 100% of their fair market value. Superior may very well be unable to prove that it suffered damages proximately caused by these Defendants’ misrepresentations. Nonetheless, reading Superior’s allegations in the light most favorable to the Plaintiff, the Court concludes that the damages element of the negligent misrepresentation claim has been pleaded adequately. 3. Inapplicability of Counts VI and VII to Certain Defendants Lorimar and Consumers (both joined by Terrapin) argue that Count VI fails to state a claim against the Title Company Defendants. Count VI alleges conduct on the part of Tandem, the Appraiser Defendants, and the Mortgage Broker Defendants. Count VI therefore does not even purport to state a claim against the Title Company Defendants. Johnson (joined by CHS) similarly argues that Count VII fails to state a claim against the Appraiser Defendants. Count VII alleges conduct on the part of Tandem, the Mortgage Broker Defendants and the Title Company Defendants. Count VII therefore does not even purport to state a claim against the Appraiser Defendants. F. RICO Claims The Racketeer Influenced and Corrupt Organizations Act (“RICO”) was enacted in 1970 with the goal of eliminating the infiltration of organized crime into legitimate organizations. See Benard v. Hoff, 727 F.Supp. 211, 213 (D.Md.1989); see also International Data Bank, Ltd. v. Zepkin, 812 F.2d 149, 155 (4th Cir.1987) (stating that Congress intended “that RICO serve as a weapon against ongoing unlawful activities whose scope and persistence pose a special threat to social well-being.”).. Superior alleges that Defendants violated subsections (a), (c), and (d) of RICO. See Am. Compl. at ¶¶ 142-49. Several Defendants allege that Superior has failed to allege the required elements of a claim under the aforementioned subsections. 1. 18 U.S.C. § 1962(e) Subsection (c) “is aimed at the use of an enterprise to carry out racketeering activities.” Benard, 727 F.Supp. at 214. It provides in pertinent part: It shall be unlawful for any person employed by or associated with any enterprise ... to conduct or participate ... in the conduct of such enterprise’s affairs through a pattern of racketeering activity- 18 U.S.C. § 1962(c). In order to allege a violation of 18 U.S.C. § 1962(c), a Plaintiff must plead the following elements: “(1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity.” Sedima S.P.R.L. v. Imrex Co., Inc., 473 U.S. 479, 496, 105 S.Ct. 3275, 87 L.Ed.2d 346 (1985) (footnote omitted). Several Defendants argue that Superior has failed to allege sufficient facts to prove the following: (1)a pattern of racketeering activity; (2) the existence of a RICO enterprise; (3) the existence of a RICO enterprise separate and apart from the Defendants; (4) that the defendants conducted or participated in the operation or management of the enterprise. In addition, several Defendants argue that Superior has failed to allege the required predicate acts with sufficient particularity. a. Pattern of Racketeering Activity To state a claim for a violation of § 1962(c), a plaintiff must allege a “pattern of racketeering activity.” The term “racketeering activity” includes mail fraud and wire fraud. See 18 U.S.C. § 1961(1)(B). The “pattern” element requires at least two acts of racketeering activity to be pleaded. See 18 U.S.C. § 1961(5). The Fourth Circuit has explained the purposes of this requirement as follows: [It] ensure[s] that RICO’s extraordinary remedy does not threaten the ordinary run of commercial transactions; that treble damage suits are not brought against isolated offenders for their harassment and settlement value; and that the multiple state and federal laws bearing on transactions ... are not eclipsed or preempted. Menasco, Inc. v. Wasserman, 886 F.2d 681, 683 (4th Cir.1989). The Supreme Court has developed a two-part test to define a “pattern of racketeering activity”: (1) whether the predicate acts (for example, mail or wire fraud) are related, and (2) whether they pose a threat of continued criminal activity. H.J., Inc. v. Northwestern Bell Tel. Co., 492 U.S. 229, 239, 109 S.Ct. 2893, 106 L.Ed.2d 195 (1989). i. Failure to Plead Commission of Predicate Acts by Each Defendant Several Defendants argue that Superior has failed to allege a “pattern of racketeering activity” against them because the Amended Complaint does not allege that each Defendant committed separate specific acts of mail or wire fraud. This argument is completely without merit, as section 1962(c) includes no requirement that mail or wire be used by each defendant. Kerby v. Mortgage Funding Corp., 992 F.Supp. 787, 801 (D.Md.1998); see Pereira v. United States, 347 U.S. 1, 8-9, 74 S.Ct. 358, 98 L.Ed. 435 (1954) (stating that “[w]here one does an act with knowledge that the use of the mails will follow in the ordinary course of business, even though not actually intended, then he ‘causes’ the mails to be used.”). As discussed herein, Superior alleges specific instances of fraud which were committed by each Defendant. Initially, the Court notes that Superior alleges that “Defendants mailed and delivered the false and inflated appraisals, and false loan applications and settlement statements to Superior through the ... [mails] ... and/or by facsimile over the telephone wires.” Am. Compl. at ¶ 144. Superior also alleges that Defendants caused “matters to be mailed” and caused “writings to be transmitted by means of wire communications in interstate commerce.” Id. at ¶ 147. Second, it is virtually certain that the Defendants, if they did any of the allegedly fraudulent acts alleged by Superior at all, would at some point have used the mails and wires themselves to transmit appraisals and loan documents, or at least would have foreseen that another person in the chain of communication would use the mails or -wires. Kerby, 992 F.Supp. at 801. Accordingly, the fact that Superior does not allege specific use of mail or -wire by each Defendant does not provide a basis for dismissal of the RICO claims. ii. Relationship In the Fourth Circuit, “[t]he relationship criterion may be satisfied by showing that the criminal acts ‘have the same or similar purposes, victims, or methods of commission, or are otherwise interrelated by distinguishing characteristics and are not isolated events.’ ” Anderson v. Foundation for Advancement, Education and Employment of American Indians, 155 F.3d 500, 505-06 (4th Cir.1998) (citation omitted). Capital argues that Superior has failed to allege facts supporting the relationship criterion. Superior alleges that all of the Defendants actions had a single victim, all of the representations were made for the express purpose of inducing Superior, or another purchaser, to purchase loans from Tandem, and that the scheme involved several discrete types of actions which were repeated by individual Defendants. Furthermore, Superior alleges that Tandem used a group of several mortgage brokers, who in turn employed the same title companies and appraisers on multiple loan transactions which are involved in the alleged scheme. In the dismissal context, the Court finds these allegations sufficient to satisfy the relationship requirement. iii. Continuity In order to plead a “pattern of racketeering activity,” the Plaintiff must also allege that Defendants’ acts pose a threat of continuing activity. There are two types of continuity: closed-ended and open-ended. H.J., Inc., 492 U.S. at 241, 109 S.Ct. 2893. A “closed-ended” pattern of racketeering activity involves a course of related predicate acts during a substantial period of time which naturally comes to a close. Id. An “open-ended” pattern of racketeering activity, by contrast, is a course of conduct which lacks the duration and repetition which mark a closed-ended pattern. Midwest Grinding Co. v. Spitz, 976 F.2d 1016, 1022 (7th Cir.1992). The pattern alleged in this case appears to be open-ended. The continuity requirement in an open-ended ease is met by showing conduct which by its nature projects into the future with a threat of repetition. H.J., Inc., 492 U.S. at 242, 109 S.Ct. 2893. Capital and CHS argue that Superior has failed to plead sufficient facts in support of the continuity element. Drawing all inferences in favor of Superior, as it must for purposes of the instant motion, the Court concludes that the Amended Complaint contains sufficient facts supporting the continuity element of a pattern of racketeering activity. The scheme to defraud Superior, and perhaps other purchasers of mortgage loans on the secondary market, has no limited goal. The acts alleged bear a sufficient relationship to the purpose of the alleged scheme to support the continuity element, and there is no reason to believe that the Defendants would not have continued to engage in the same types of acts with respect to Superi- or or other purchasers. See Thomas v. Ross & Hardies, 9 F.Supp.2d 547, 554 (D.Md.1998). Furthermore, the mere fact that the alleged actions took place over a one year period is not conclusive. See id. at 555. In sum, the Court concludes that Superi- or need not have alleged that each Defendant individually committed two predicate acts and that the relationship and continuity elements have been adequately pleaded. Accordingly, Superior’s RICO claim does not fail for failure to allege a pattern of racketeering activity. b. Enterprise Under Section 1962(c), the alleged “enterprise” must be an entity whose members are “associated together for a common purpose of engaging in a course of conduct,” and must be separate and distinct from the RICO defendants. United States v. Turkette, 452 U.S. 576, 583, 101 S.Ct. 2524, 69 L.Ed.2d 246 (1981); see United States v. Computer Sciences Corp., 689 F.2d 1181, 1190 (4th Cir.1982). An enterprise may include an association of individuals and corporations. Nunes v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 609 F.Supp. 1055, 1064 (D.Md.1985). In the RICO count, Superior alleges that “Defendants, individually and collectively, constitute an enterprise within the meaning of 18 U.S.C. § 1961(4).” Am. Compl. at ¶ 149. Various Defendants argue that Superior’s allegation of an “enterprise” is insufficient to support its RICO claim. Although Superior’s allegation that the Defendants constitute an enterprise, standing on its own, might be insufficient to plead a RICO enterprise, the RICO count incorporates by reference all preceding paragraphs of the Amended Complaint. The Amended Complaint alleges that the Defendants associated with each other in an effort to induce Superior to purchase mortgage loans in amounts in excess of the fair market value of the mortgaged property. Am. Compl. at ¶¶ 45-60. The Amended Complaint further alleges, although in a somewhat disjointed fashion, each individual Defendant’s participation in the scheme, and their relationship to each other. Id. at ¶¶ 61-183. Finally, the allegations in the Amended Complaint regarding the interrelationship between the Defendants and the use of the same Mortgage Brokers, Title Companies and Appraisers with respect to numerous loan transaction support a conclusion that the enterprise was an “ongoing organization,” within which the members “function[ed] as a continuing unit.” Turkette, 452 U.S. at 588, 101 S.Ct. 2524. Drawing all inferences in favor of Superi- or, the Court finds that Superior’s allegations that the Defendants associated together sufficiently alleges the existence of an “enterprise” under RICO. See Nunes, 609 F.Supp. at 1064. Capital (joined by Accubanc, B & G, Baldeo, and Century) argues that Superior has failed to allege the existence of an “enterprise” distinct from the Defendants, because the Amended Complaint states that “Defendants, individually and collectively, constitute an enterprise within the meaning of 18 U.S.C. § 1961(4).” Am. Compl. at ¶ 149. Obviously, if any of the individual Defendants were alleged themselves to constitute “the enterprise,” they could not remain as a party to the RICO action. See Nunes, 609 F.Supp. at 1064 (stating that a defendant itself cannot be the “enterprise” in a RICO action under section 1962(c)). However, construing the Amended Complaint liberally in favor of Superior, the Court finds that the use of the word “individually” does not bar the RICO cause of action. Superior has adequately alleged an “association in fact” enterprise. c. Participation in Operation or Management Section 1962(c) only imposes liability on those who “conduct or participate, directly or indirectly in the conduct of an enterprise’s affairs through a pattern of racketeering activity.” Thomas v. Ross & Hardies, 9 F.Supp.2d 547, 554 (D.Md.1998). The Supreme Court has authorized use of the “operation or management” test, which requires that a defendants must have some part in directing the affairs of the enterprise in order to be held liable under RICO. Reves v. Ernst & Young, 507 U.S. 170, 179, 113 S.Ct. 1163, 122 L.Ed.2d 525 (1993). Although “[m]ere participation in the activities of the enterprise is insufficient,” liability is not limited to upper management and those under their direction. Thomas, 9 F.Supp.2d at 554. Further, an individual may violate section 1962 through the provision of professional services, as long as he has some role in conducting the enterprise activities. Id. at 554-55. Consumers (joined by Terrapin) argues that Superior’s section 1962(c) claim should be dismissed because Superi- or fails to adequately allege participation in the operation or management of the enterprise. Consumers argues that because it was involved in closing only one of the twenty-three loans involved in the case, and because it merely relied upon information provided to it prior to settlement, it could not have participated in the “operation or management” of the enterprise. Superior alleges that Consumers knowingly made multiple misrepresentations related to the closing of the Ekanem loan. Am. Compl. at ¶¶ 123, 148(J). Furthermore, although Consumers states that it was merely relying upon information provided by others, Superior alleges knowledge on the part of Consumers, and Consumers’ contrary allegations must be disregarded. Finally, that Consumers and the other Title Companies may have acted at the direction of Tandem and the Mortgage Brokers does not entitle them to dismissal of the section 1962(c) claim. Although Consumers’ role was apparently limited, drawing all inferences in favor of Superior, the Court cannot say that Superior can prove no set of facts which would entitle it to relief against Consumers under RICO. d. Adequacy of Fraud Allegations Various Defendants argue that Superior’s RICO claim must be dismissed because Superior has failed to allege mail and wire fraud with particularity as required by Rule 9(b). It is well established that Rule 9(b) applies to RICO claims where the alleged predicate acts involved fraud. Kerby, 992 F.Supp. at 799; Windsor Assoc., 564 F.Supp. at 279-80. The Court has concluded herein that Superior has alleged fraud with sufficient particularity. See infra, section III.C.1. Furthermore, the Court concludes that Superior has sufficiently alleged the use of the mails and wires in connection with the allegedly fraudulent scheme. See Am. Compl. at ¶¶ 144, 147; see also infra, section III. F.1.a.i. As the Fourth Circuit has explained, a civil RICO suit may be maintained, not only in mail fraud cases where the deceitful mailing is the blade rushing down toward the guillotine victim, but also in cases involving more grandiose schemes to cheat, where the mailing is but part of the frame that holds the blade. Chisolm v. TranSouth Financial Corp., 95 F.3d 331, 336 (4th Cir.1996). The Amended Complaint alleges a scheme to defraud Superior by use of the mails and wires in violation of civil RICO (as well as state common law) with sufficient particularity. See Windsor Assocs., 564 F.Supp. at 280. Accordingly, Defendants are not entitled to dismissal of Superior’s civil RICO claims due to a failure to meet the requirements of Rule 9(b). 3. 18 U.S.C. § 1962(a) Section 1962(a) “is aimed at the use of racketeering proceeds to infiltrate an enterprise,” Benard, 727 F.Supp. at 214, and provides in pertinent part: It shall be unlawful for any person who has received any income derived ... from a pattern of racketeering activity ... to use or invest ... any part of such income ... in acquisition of any interest in, or the establishment or operation of, any enterprise. 18 U.S.C. § 1962(a). To plead a violation of § 1962(a), a plaintiff must allege “(a) receipt of income from a pattern of racketeering activity, and (b) the use or investment of this income in an enterprise.” Busby v. Crown Supply, Inc., 896 F.2d 833, 836 (4th Cir.1990). Like section 1962(c), section 1962(a) requires a pattern of racketeering activity and an enterprise. Unlike section 1962(c), section 1962(a) does not require that the RICO Defendant be distinct from the “enterprise.” Id. at 841. Section 1962(a) requires an additional element — that the income derived from the pattern of racketeering activity be used or invested in the enterprise. The Court has concluded herein that Superior has adequately pleaded a pattern of racketeering activity. See infra, section III.F.1.a. Superior alleges that “Defendants received income directly from the pattern of racketeering activity and used the income or its proceeds to operate themselves in violation of 18 U.S.C. § 1961(3).” Am. Compl. at ¶ 149. Drawing all inferences in favor of Superior, the Court concludes that Superior has pleaded both elements of a cause of action under section 1962(a). 4. 18 U.S.C. § 1962(d) Several Defendants argue that Superior has failed to sufficiently allege a conspiracy to violate RICO. Subsection (d) prohibits a conspiracy to violate any