Full opinion text
MEMORANDUM OPINION BEATY, District Judge. This action is before the Court on Defendant Guilford County Board of Education’s (“Board”) Motion to Dismiss and to Strike [Document # 5]. Plaintiffs North Carolina Motorcoach Association (“NCMA”) and McGill, Inc. d/b/a Carolina American Tours (“Carolina American”) (collectively “Plaintiffs”) have alleged various claims under federal and state law. Plaintiffs’ federal claims include allegations that Defendant has violated both the Supremacy Clause and the Commerce Clause of the United States Constitution. Plaintiffs’ state-law claims include the following: (1) tortious interference with contract, (2) tortious interference with prospective economic advantage, and (3) illegal use of school activity buses in violation of North Carolina General Statutes sections 66-58(c)(9a) and 115C-247. Pursuant to their tortious-interference claims, Plaintiffs seek punitive damages against Defendant. With respect to their claim that Defendant is illegally using school activity buses, the Court notes that Plaintiffs abandoned this claim at the hearing this Court held on March 19, 2004 (hereinafter “Motion Hearing”). Therefore, Plaintiffs’ claim alleging illegal use of school activity buses is dismissed with prejudice and will not be discussed further in this Opinion. 1. FACTUAL AND PROCEDURAL BACKGROUND Viewing the allegations in the light most favorable to Plaintiffs, as this Court must do when ruling on a motion to dismiss, Plaintiffs make the following allegations. Plaintiff NCMA, a nonprofit, North Carolina corporation, is a trade association composed of North Carolina motor carriers as well as entities and persons (both in and out of North Carolina) with an interest in tourism. Plaintiff Carolina American, a member of NCMA, is a North Carolina corporation that operates motorcoaches for passenger transportation and other tourism-related activities in North Carolina. Defendant Board is established and operated pursuant to North Carolina General Statutes sections 115C-35 to 115C-50, and is vested with the general control and supervision of the public schools in Guilford County. NCMA has filed this action against Defendant in a representative capacity on behalf of its members who have been or will be harmed by the alleged wrongful conduct of Defendant. Carolina American has filed this action against Defendant in Carolina American’s individual capacity. In June 2000, the Department of Public Instruction, an administrative subdivision of the North Carolina State Board of Education, formed the School Charter Transportation Safety Committee (“Committee”). The Committee’s purpose was to study and formulate guidelines and procedures to ensure safe transportation for North Carolina’s public school students. The Committee included representatives from the North Carolina Department of Public Instruction, the North Carolina Division of Motor Vehicles, the Federal Motor Carrier Safety Administration, Plaintiff North Carolina Motorcoach Association, and one parent representative. {See Pis.’ Br. Opp. Def.’s Mot. Dismiss Ex. A. [Doc. # 9] (“School Charter Transportation Safety Committee Recommended Guidelines & Procedures”) (hereinafter “Guidelines”) at 2.) In June 2001, the Committee issued its “Recommended Guidelines and Procedures” (“Guidelines”) to all public schools in North Carolina regarding the hiring and chartering of motorcoaches to transport public school students. The Guidelines consist of a three-step approach for contracting with private motor carriers. The first step is for school systems (e.g., Guil-ford County Schools) to establish a list of approved motor carriers. To determine if a carrier should be placed on the approved list, the Guidelines recommend that the school system conduct detailed background checks of the motor carriers, including the performance of safety inspections, financial inspections, reference checking, and review of the driver qualification files. The second step is for the school chartering the motorcoach to enter into a contract with the motor carrier. The Guidelines provide a list of items that should be included in the contract. The third step under the Guidelines is for a school representative (typically the principal or his designee) to conduct a pretrip review of certain information regarding the motorcoach and its operator. After the Guidelines were issued, Defendant reviewed the Guidelines and established its own minimum standards for motor carriers who wished to be placed on Defendant’s approved list of motor carriers. Defendant incorporated these minimum standards in a “Request for Information” form (“RFI”), which states that “[i]n order to be placed on our list of qualified providers, carriers must submit the required documentation/information .... ” (Def.’s Mot. Dismiss & Strike Ex. A. [Doc. # 5] (hereinafter “RFI”) at 1.) According to Plaintiffs, Defendant’s requirements as listed in the RFI substantially exceed the Guidelines, the Federal Motor Carrier Safety Regulations (“FMCSR”), and other applicable laws and regulations. Thus, Plaintiffs contend that the RFI is unlawful. In particular, Plaintiffs challenge the following requirements in the RFI: (1) $10,000,000 minimum liability insurance, which exceeds the minimum required by the FMCSR; (2) inspections of the carriers’ motorcoaches by Defendant; and (3) review by Defendant of confidential information of the motor carriers’ operators. Carolina American also asserts individual harm because it had existing contracts to serve as a motor carrier for designated trips with several public schools in Guil-ford County. Those schools included Kiser Middle School, Jamestown Middle School,.. Sternberger Elementary School, Monticello-Brown Summit Elementary School, Stokesdale Elementary School, and Allen Jay Elementary School. Carolina American and other NCMA members refused to comply with the RFI, contending it imposed illegal burdens on motor carriers. Therefore, Carolina American alleges that because it failed to comply with the RFI, Defendant caused Carolina American’s contracts with the schools in Guilford County to be cancelled. On February 25, 2002, Carolina American and NCMA filed their Complaint in the’ General Court of Justice, Superior Court Division, of Guilford County, North Carolina, asserting claims under both federal and state láw. Both Carolina American and NCMA assert federal claims that Defendant’s implementation of the RFI violates both the Commerce Clause and the Supremacy Clause of the United States Constitution. Plaintiffs’ state-law claims include claims for tortious interference with contract and tortious interference with prospective economic advantage. On March 26, 2002, Defendant removed the action to this Court on the basis of federal-question and supplemental jurisdiction. On April 29, 2002, Defendant filed its Motion to Dismiss and to Strike pursuant to Federal Rules of Civil Procedure 12(b)(1), 12(b)(6), and 12(f). In its Motion pursuant to Rule 12(b)(1), Defendant contends that Plaintiff Carolina American lacks standing to bring its Commerce Clause claim, but Defendant concedes that Plaintiff Carolina American has standing to ■ bring its Supremacy Clause claim and each of its state-law claims. Defendant further contends, however, that Plaintiff NCMA lacks standing to bring any of its claims. In its Motion pursuant to Rule 12(b)(6), Defendant contends that, even if the Court finds that Carolina American has standing to bring its Commerce Clause claim or that NCMA has standing to bring some or all of its claims, all of Plaintiffs’ claims against Defendant fail as a matter of law. Finally, with respect to its Motion pursuant to Rule 12(f), Defendant asks this Court to strike Plaintiffs’ claims for punitive damages. Because Defendant’s Motion pursuant to Rule 12(b)(1) challenges this Court’s subject matter jurisdiction over Plaintiffs’ claims, the Court will first determine whether Carolina American has standing to pursue its Commerce Clause claim and whether NCMA has standing to pursue any of its claims. II. MOTION TO DISMISS PURSUANT TO RULE 12(b)(1) A. Standard of Review Because Defendant challenges Plaintiffs’ standing to even bring their claims in this Court, Defendant is challenging this Court’s subject matter jurisdiction over Plaintiffs’ claims. The Court notes that there are two ways in which to present a Rule 12(b)(1) motion to dismiss for lack of subject matter jurisdiction. Adams v. Bain, 697 F.2d 1213, 1219 (4th Cir.1982). The defendant may contend either that the complaint fails to allege facts upon which subject matter jurisdiction can be based, or that the jurisdictional facts alleged in the complaint are untrue. Id. Because, in the instant case, Defendant raises the former argument (i.e., the allegations in the Complaint fail, as a matter of law, to support subject matter jurisdiction), Plaintiffs enjoy procedural safeguards similar to those they would enjoy when opposing a Rule 12(b)(6) motion. See id. As such, the Court will accept Plaintiffs’ allegations as true, construing them most favorably to Plaintiffs, and will rely solely on the pleadings, disregarding affidavits or other materials, to determine whether Plaintiffs’ Complaint contains sufficient allegations to support subject matter jurisdiction. See id.; Higgins v. United States, 894 F.Supp. 232, 234 (M.D.N.C.1995), aff'd per curiam, No. 95-2741, 1996 WL 160782 (4th Cir. Apr.8, 1996). In the present case, therefore, Defendant will prevail on the issue of standing only if the allegations in Plaintiffs’ Complaint are insufficient as a matter of law to support subject matter jurisdiction. See Adams, 697 F.2d at 1219. B. Standing Requirements As stated above, Defendant argues that Plaintiffs’ Complaint demonstrates on its face that the Court lacks subject matter jurisdiction in this case. The specific basis for this argument is that Plaintiffs have no standing to sue Defendant. The question of standing ultimately asks whether litigants are “entitled to have the court decide the merits of the dispute or of particular issues.” Warth v. Seldin, 422 U.S. 490, 498, 95 S.Ct. 2197, 2205, 45 L.Ed.2d 343 (1975). Only if plaintiffs have standing to sue do they present a case or controversy between themselves and the defendant within the meaning of Article III of the Constitution. Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 102, 118 S.Ct. 1003, 1016, 140 L.Ed.2d 210 (1998). Standing, therefore, is a fundamental component of a court’s subject matter jurisdiction. Id.; Pye v. United States, 269 F.3d 459, 466 (4th Cir.2001). Resolution of the question of standing necessarily takes precedence over the question of whether plaintiffs have stated a claim upon which relief can be granted, that is, without jurisdiction, the court has no power to rule on the validity of a claim. Steel Co., 523 U.S. at 94-95, 118 S.Ct. at 1012-13; see also Bell v. Hood, 327 U.S. 678, 682, 66 S.Ct. 773, 776, 90 L.Ed. 939 (1946) (“For it is well settled that the failure to state a proper cause of action calls for a judgment on the merits and not for a dismissal for want of jurisdiction. Whether the complaint states a cause of action on which relief could be granted is a question of law and just as issues of fact it must be decided after and not before the court has assumed jurisdiction .... ”); Ex parte McCardle, 74 U.S. (7 Wall.) 506, 514, 19 L.Ed. 264 (1869) (“Jurisdiction is power to declare the law, and when it ceases to exist, the only function remaining to the court is that of announcing the fact and dismissing the cause.”). In the instant matter, Defendant maintains that Plaintiffs lack standing; consequently, Defendant asserts that the Court lacks subject matter jurisdiction. The Court first notes that to satisfy the “irreducible constitutional minimum of standing,” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 2136, 119 L.Ed.2d 351 (1992), that is, to assert a case or controversy under Article III of the Constitution, Plaintiffs must establish three elements: (1) injury in fact, (2) traceability, and (3) redressability. See id. at 560-61, 112 S.Ct. at 2136; Friends of the Earth, Inc. v. Gaston Copper Recycling Corp., 204 F.3d 149, 154 (4th Cir.2000) (en banc). Plaintiffs satisfy the injury-in-fact requirement if they have suffered an invasion of a legally protected interest that is concrete and particularized, as well as actual or imminent. See Lujan, 504 U.S. at 560, 112 S.Ct. at 2136; Friends of the Earth, 204 F.3d at 154. Traceability refers to causation. Plaintiffs must demonstrate that the injury they have suffered was caused by the challenged conduct of Defendant, and not by the independent action of some third party. See Lujan, 504 U.S. at 560, 112 S.Ct. at 2136; Friends of the Earth, 204 F.3d at 154. Finally, redressability assures the effectiveness of judicial involvement. Plaintiffs must show that it is likely, and not merely speculative, that a favorable decision will remedy the injury. See Lujan, 504 U.S. at 561, 112 S.Ct. at 2136; Friends of the Earth, 204 F.3d at 154. Although each of the three elements “should be examined distinctly, their proof often overlaps.” Friends of the Earth, 204 F.3d at 154. Moreover, all three share the common purpose of ensuring that the judiciary, and not another branch of government, is the appropriate forum in which to address the complaint. Id. (citing Allen v. Wright, 468 U.S. 737, 752, 104 S.Ct. 3315, 3325, 82 L.Ed.2d 556 (1984)). In addition to these “core” constitutional requirements for standing, the Supreme Court has also developed additional “prudential” requirements that must be met in order for plaintiffs to have standing to pursue their claims, as well as special rules that govern when an organization may sue in a representative capacity on behalf of its members. The Court will discuss the application of each of these standing requirements as necessary to determine whether Carolina American and NCMA have standing to pursue their claims in this Court. Having addressed the standard of review for Defendant’s 12(b)(1) Motion and the constitutional requirements for standing, the Court will now discuss whether Plaintiffs’ Complaint contains sufficient allegations to demonstrate that either Carolina American or NCMA has standing to bring its respective claims. The Court will first discuss whether Carolina American has standing to bring its Commerce Clause claim against Defendant. The Court will then discuss whether NCMA has standing to bring any of its claims against Defendant. C. Whether Carolina American Has Standing to Bring Its Commerce Clause Claim Against Defendant 1. Article III Standing With respect to Plaintiff Carolina American, Defendant first contends that Carolina American lacks Article III standing to bring its Commerce Clause claim against Defendant, that is, that Plaintiff Carolina American has failed to allege an injury in fact fairly traceable to Defendant’s conduct that can be redressed by this Court. See Lujan, 504 U.S. at 560-61, 112 S.Ct. at 2136; Friends of the Earth, 204 F.3d at 154. Defendant focuses in particular on the first prong of the standing inquiry — injury in fact. Defendant contends that, because Plaintiff Carolina American’s Commerce Clause claim is based solely on the RFI’s discriminatory effect on out-of-state motor carriers, until Carolina American completes the RFI, the Board’s requirements will not negatively impact Carolina American’s ability to hire out-of-state carriers. Therefore, according to Defendant, because Carolina American is not presently impacted by Defendant’s purported restrictions, it has not alleged a concrete, particularized, and imminent injury and thus does not have standing. The Court, however, believes that Carolina American’s Commerce Clause claim can be fairly construed as being broader than Defendant suggests. Viewing the allegations of the Complaint in the light most favorable to Carolina American, Carolina American seems to have alleged an injury in fact by asserting that the RFI violates the Commerce Clause under two separate but somewhat interrelated theories: (1) the RFI discriminates against out-of-state carriers and, therefore, is unconstitutional (Compl.lffl 55-56); and (2) the RFI, even if it does not discriminate against out-of-state carriers, “has prevented Carolina American and other NCMA members from engaging in interstate commerce with their longstanding customers among the public schools in Guilford County .... ” (Id. ¶ 56.) Defendant’s argument that Carolina American has failed to allege an injury in fact seems to be that until Carolina American complies with the RFI, which Carolina American contends is illegal, it may not challenge the RFI in this Court. With respect to Carolina American’s first theory of recovery under the Commerce Clause (i.e., the RFI discriminates against out-of-state motor carriers), the Court finds that even if Carolina American were to complete the RFI, it might still be unduly burdened by the RFI’s effect on out-of-state motor carriers that it would be unable to contract with. Thus, if this Court were to either invalidate the RFI’s allegedly onerous requirements on Carolina American or if Carolina American instead opted to comply with the RFI, Carolina American contends that it would still be financially burdened by the RFI to the extent that it would not be able to contract with out-of-state carriers who did not meet the RFI’s requirements. Thus, under Carolina American’s first theory of recovery, completion of the RFI would not be a prerequisite to filing a lawsuit in this Court. Furthermore, with respect to Carolina American’s second theory of recovery (i.e., the RFI imposes an undue burden on Carolina American’s ability to engage in interstate commerce), the Court finds that Carolina American need not comply with the RFI in order to have standing to challenge the RFI in this Court. The Court notes that the Rhode Island District Court’s decision in Associated Builders & Contractors of Rhode Island, Inc. v. City of Providence, 108 F.Supp.2d 73 (D.R.I.2000), is analogous to the present case. In Associated Builders & Contractors, the plaintiffs were contractors who sought to bid on construction projects in Providence, Rhode Island. The plaintiffs did not have any contractual relationships with any labor unions and did not wish to. However, the Providence City Council had enacted a tax treaty that stabilized property taxes for Union Station Plaza Associates, L.P. (“Union Station”) (an intervenor in the action) if Union Station agreed to abide by a Project Labor Agreement (“PLA”). In effect, the PLA required Union Station to only use contractors and subcontractors who abided by the PLA, which would have forced the plaintiffs to unionize. The plaintiffs sued, alleging that the tax treaty (because of the PLA requirement) had deterred it from bidding on the hotel that Union Station was building (the “Union Station Project”), that the City of Providence sought to establish similar tax treaties, that such tax treaties violated the Supremacy Clause of the United States Constitution because they were preempted by the NLRA, and that such tax treaties would deter them from bidding on future projects. The defendants moved to dismiss the plaintiffs for lack of standing. The defendants' contended that because the plaintiff contractors had not bid on either the Union Station Project or any other pending projects, they had not suffered an injury in fact and therefore lacked Article III standing. The district court disagreed. It first held that “[w]hen contractors and employees are deterred from bidding or working on projects because of state or local encroachment of their federal rights, they sustain an injury.” Id. at 77 (citing Asso- dated Gen. Contractors of Am. v. Metro. Water Dist., 159 F.3d 1178, 1181 (9th Cir.1998) (citing Northeastern Fla. Chapter of the Associated Gen. Contractors of Am. v. City of Jacksonville, Fla., 508 U.S. 656, 666, 113 S.Ct. 2297, 2303, 124 L.Ed.2d 586 (1993))). Thus, because the plaintiffs had alleged “that they were and are willing to bid or work on the Union Station Project and other projects and that they are deterred from doing so as a result of the City’s policy,” the plaintiffs had sufficiently identified a concrete and particularized injury in fact. Id. at 78. Further, based on the plaintiffs’ evidence of their past construction work in Providence and their desire to perform additional work, the district court found that the plaintiffs’ injury satisfied the Supreme Court’s requirement that the injury be “actual or imminent.” Id. at 78-79. In this case, Carolina American alleges that Defendant’s procedures have not only deterred it from entering into contracts to transport Guilford County public school students but have actually prevented it from doing so. In fact, Carolina American has alleged that not only had it bid on motor-carrier contracts prior to the implementation of the RFI, but Defendant, because of the RFI, actually cancelled several of Carolina American’s contracts. Based on these allegations, the Court finds that Carolina American’s Complaint contains sufficient allegations of an injury in fact. Furthermore, the Court finds that Carolina American has also sufficiently alleged that its injuries are fairly traceable to Defendant’s conduct and are redressa-ble by this Court. Thus, the Court finds that, at this stage of the proceedings, Carolina American’s Complaint has adequately alleged Article III standing to withstand Defendant’s present Rule 12(b)(1) Motion with respect to Carolina American’s Commerce Clause claim. 2. Prudential Limitations on Standing Finding that Carolina American has Article III standing to pursue its Commerce Clause claim, however, does not end the inquiry. The Court must now determine whether there are prudential limitations that would prevent Carolina American from having standing to bring its Commerce Clause claim. As the Supreme Court has repeatedly held, “prudential limitations add to the constitutional minima a healthy concern that if the claim is brought by someone other than one at whom the constitutional protection is aimed, the claim not be an abstract, generalized grievance that the courts are neither well equipped nor well advised to adjudicate.” Sec’y of State v. Joseph H. Munson Co., 467 U.S. 947, 955 n. 5, 104 S.Ct. 2839, 2846 n. 5, 81 L.Ed.2d 786 (1984). The prudential limitation relevant to this case is the doctrine of third-party standing. As the Supreme Court held in Warth v. Seldin, a “plaintiff generally must assert his own legal rights and interests, and cannot rest his claim to relief on the legal rights or interests of third parties.” Warth v. Seldin, 422 U.S. 490, 499, 95 S.Ct. 2197, 2205, 45 L.Ed.2d 343 (1975). Defendant contends that under Warth and its progeny, therefore, even if Carolina American had completed the RFI, the prudential limitation against third-party standing prevents Carolina American from bringing its Commerce Clause claim. The crux of Defendant’s argument is that because Carolina American’s Commerce Clause claim is premised on the notion that the RFI illegally discriminates against out-of-state carriers, out-of-state carriers are the proper parties to bring the Commerce Clause claim, not Carolina American. In its Brief in Opposition to Defendant’s Motion to Dismiss [Document # 9], Carolina American does not appear to even address this argument. At the Motion Hearing, however, Carolina American contended that it does in fact have standing to pursue its Commerce Clause claim because “out-of-state carrier discrimination is ... an element of damage and harm to the in-state carriers because the out-of-state carriers are being discriminated against and we use them from time to time.” (Mot. Hr’g Tr.) In contending that Carolina American cannot bring a claim on behalf of third parties (i.e., out-of-state motor carriers), Defendant relies on Ben Oehrleins & Sons & Daughter, Inc. v. Hennepin County, 115 F.3d 1372 (8th Cir.1997). Ben Oehrleins is a case in which the Eighth Circuit Court of Appeals held that, under Warth v. Seldin, the plaintiffs could not bring their Commerce Clause claims on behalf of third parties when the only injuries the plaintiffs had sustained were the increased costs of purchasing services from those third parties. In Ben Oehrleins, the defendant, Hennepin County, enacted a regulation governing the disposal of solid waste. This regulation increased the costs to the waste processors and waste haulers, and ultimately these costs were passed on to the waste haulers’ customers. The waste haulers, waste processors, and the waste haulers’ customers then challenged the regulation under the Commerce Clause, and the defendant sought to have the customers dismissed for lack of standing. The Eighth Circuit Court of Appeals found that the customers had Article III standing but had failed to satisfy the prudential limitations on standing, that is, the customers’ claims were barred by the third-party standing doctrine as articulated in Warth v. Seldin. Thus, the court found that it lacked subject matter jurisdiction over the customers’ claims. The critical problem with Defendant’s argument, however, is that in this case Carolina American is asserting not only the rights of out-of-state motor carriers, but is actually asserting its own right to be free from restrictions that excessively burden its ability to engage in interstate commerce. Although in Ben Oehrleins the court held that “the [customers] cannot claim any personal right under the Commerce Clause to lower garbage bills,” Ben Oehrleins, 115 F.3d at 1381, Carolina American can at least assert a claim that it has a right to be free of undue restrictions on its ability to engage in interstate commerce. Thus, while this Court agrees with the Ben Oehrleins court’s statement that “[w]e are aware of no Commerce Clause case in which the [Supreme Court] has granted standing to a plaintiff who was a consumer whose alleged harm was the passed-on cost incurred by the directly regulated party,” id. at 1380, in this case Carolina American has alleged that it is more than a mere consumer. Carolina American’s Complaint contains allegations that it is a “directly regulated party” under the RFI. Therefore, the Court finds that Carolina American does have standing to bring its Commerce Clause claim to the extent that it alleges that Defendant has unduly burdened Carolina American’s own ability to engage in interstate commerce. To the extent that Carolina American seeks to bring a Commerce Clause claim based on Defendant’s alleged discrimination against out-of-state motor carriers, however, Carolina American does in fact lack standing to assert such a claim. D. Whether North Carolina Motor-coach Association Has Standing The Court will now address Defendant’s contentions that Plaintiff North Carolina Motorcoach Association lacks standing to pursue any of its claims in this Court. An association may allege standing under two distinct theories. Md. Highways Contractors Ass’n v. Maryland, 933 F.2d 1246, 1250 (4th Cir.1991). First, it “ ‘may have standing in its own right to seek judicial relief from injury to itself and to vindicate whatever rights and immunities the association itself may enjoy.’ ” Id. (quoting Warth v. Seldin, 422 U.S. at 511, 95 S.Ct. at 2211). “Second, the association may have standing as the representative of its members who have been harmed.” Id. (citing Warth); see also Hunt v. Wash. State Apple Adver. Comm’n, 432 U.S. 333, 341-45, 97 S.Ct. 2434, 2440-43, 53 L.Ed.2d 383 (1977). In the present case, NCMA does not contend that it has standing in its own right. Instead, NCMA contends that it has representational standing on behalf of its motor-carrier members. In Hunt, the Supreme Court held that “[a]n organization has representational standing when (1) its own members would have standing to sue in their own right; (2) the interests the organization seeks to protect are germane to the organization’s purpose; and (3) neither the claim nor the relief sought requires the participation of individual members in the lawsuit.” Md. Highway Contractors, 933 F.2d at 1251 (citing Hunt, 432 U.S. at 343, 97 S.Ct. at 2441). In United Food & Commercial Workers Union Local 751 v. Brown Group, Inc., 517 U.S. 544, 116 S.Ct. 1529, 134 L.Ed.2d 758 (1996), the Supreme Court clarified that Hunt’s first and second prongs are constitutional requirements, but that Hunt’s third prong is a prudential requirement. Id. at 554-58, 116 S.Ct. at 1535-37. As an initial matter, although not asserted by Defendant, to the extent that NCMA. brings its Commerce Clause claim based on Defendant’s discrimination against out-of-state motor carriers, the Court finds that the first prong of the Hunt test prevents NCMA from bringing such a claim. As discussed above with respect to Carolina American, motor carriers based in North Carolina would not have standing to bring Commerce Clause claims based solely on discrimination against out-of-state motor carriers. Because NCMA’s motor-carrier members are all based in North Carolina, none of NCMA’s members could assert claims based solely on discrimination against out-of-state motor carriers. Therefore, under the first prong of the Hunt test, NCMA would lack Article III standing to assert such a claim in a representative capacity on behalf of its members. Plaintiff NCMA therefore only has Article III standing to assert a Commerce Clause claim based on the alleged undue burden imposed on NCMA’s in-state motor-carrier members. Having discussed NCMA’s Article III standing to pursue its Commerce Clause claim, the Court will now address Defendant’s arguments that NCMA fails to meet the third prong of the Hunt test and therefore cannot assert any of its claims. First, Defendant contends that because some of NCMA’s members have complied with the RFI and other members (e.g., Carolina American) have not, conflicts of interest exist that prevent NCMA from having standing. Second, Defendant contends that even if there are no conflicts of interest, NCMA may not sue for damages on behalf of its members. The Court will address each of Defendant’s contentions in turn. 1. Whether Conflicts of Interest Require the Participation of Individual NCMA Members in This Lawsuit In Maryland Highways Contractors, the Fourth Circuit Court of Appeals found that the association did not meet the third prong of the Hunt test because there were conflicts of interest among the members of the association that required the members to join the lawsuit individually to protect their own interests. Md. Highways Contractors, 933 F.2d at 1252-53. The court of appeals, at the summary judgment stage, found that there were conflicts of interests because some of the association’s members would benefit from having the statute in question declared unconstitutional, while other members would benefit from having the statute upheld. Id. at 1253. The court further noted that the association’s Board made the decision to litigate without consulting with its members, and the court believed that the association’s “secrecy raise[d] suspicion regarding [its] motives .... ” Id. Based on this evidence, the court of appeals held that the association lacked standing to represent its members. In the present case, Defendant contends that because NCMA represents motor carriers who have not complied with the RFI (e.g., Carolina American) and motor carriers who have complied with the RFI and currently have contracts with Defendant, NCMA has a conflict of interest and therefore lacks standing to bring its claims in this Court. NCMA responds, however, that Defendant’s assertions of conflicts of interest are purely speculative and, at the motion to dismiss stage, NCMA’s Complaint contains sufficient allegations that NCMA represents the interests of its members to establish that it has standing to bring its claims. The Court notes that other courts that have applied Maryland Highways Contractors at the motion-to-dismiss stage have not read that case so strictly as Defendant suggests. See Associated Util. Contractors of Md., Inc. v. Mayor and City Council, 218 F.Supp.2d 749, 755 (D.Md.2002) (denying a motion to dismiss for lack of representational standing but noting that the court had serious doubts that, after discovery, the association would be able to meet the third prong of the Hunt test); Mainstream Loudoun v. Bd. of Trustees of the Loudoun County Library, 2 F.Supp.2d 783, 791-92 (E.D.Va.1998) (holding that the organization’s “diverse membership does not, by itself, demonstrate the existence of an actual conflict of interest in this case”). Furthermore, this Court notes that, at this stage, NCMA’s Complaint is sufficient to show standing unless “it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.” See Swierkiewicz v. Sorema N.A, 534 U.S. 506, 514, 122 S.Ct. 992, 998, 152 L.Ed.2d 1 (2002) (internal quotations omitted). NCMA’s attorney argued at the Motion Hearing that NCMA may very well be able to prove, consistent with the allegations in its Complaint, “that in fact the harm is equal” to its members who have complied with the RFI and to those who have not complied. (Mot. Hr’g Tr.) Thus, it is NCMA’s. contention that even its members who have complied with the RFI would still prefer that the RFI be declared unconstitutional because it is unduly burdensome to them. While NCMA’s contention to this effect may be speculative, at this stage of the proceedings the Court cannot hold, as a matter of law, that NCMA has conflicts of interests sufficient to warrant its dismissal from this case for lack of standing. As the district court held in NAACP v. City of Annapolis, 133 F.Supp.2d 795 (D.Md.2001), under Maryland Highways Contractors, all NCMA “must show [is] that it can adequately represent its membership.” City of Annapolis, 133 F.Supp.2d at 803. The Court finds that the allegations in NCMA’s Complaint, read in the light most favorable to NCMA, indicate that NCMA may be able to demonstrate facts consistent with these allegations that show that it can adequately represent both its members who are and who are not complying with the RFI. 2. Whether NCMA Lacks Standing Because It Seeks Monetary Damages on Behalf of Its Members Having determined that, at this stage of the proceedings, NCMA is not precluded from representing its members due to conflicts of interests between members who are and are not complying with the RFI, the Court must now address Defendant’s second argument that NCMA lacks standing, that is, that NCMA lacks standing to seek damages for its individual members. In Warth v. Seldin, the Supreme Court held that the association did not have standing to bring claims for damages on behalf of its members because “to obtain relief in damages, each member of [the association] who claims injury as a result of [the defendants’] practices must be a party to the suit .... ” Warth v. Seldin, 422 U.S. at 516, 95 S.Ct. at 2214. The Supreme Court noted that “in the circumstances of this case, the damages claims are not common to the entire membership, nor shared by all in equal degree.” Id. In Hunt v. Washington State Apple Advertising Commission, the Supreme Court, relying on Warth, “indicated that [individual] participation would be required in an action for damages to an association’s members, thus suggesting that an association’s action for damages running solely to its members would be barred for want of the association’s standing to sue.” United Food & Commercial Workers, 517 U.S. at 546, 116 S.Ct. at 1531 (citing Hunt, 432 U.S. at 343, 97 S.Ct. at 2441). However, as the Supreme Court held in United Food & Commercial Workers, the bar on associations bringing damages claims on behalf of their members is prudential, not constitutional. But just because the bar on associations bringing damages claims on behalf of their members is prudential does “not, of course, ... rob it of its value.” United Food & Commercial Workers, 517 U.S. at 556, 116 S.Ct. at 1536. As the Third Circuit Court of Appeals has held, “[bjecause claims for monetary relief usually require individual participation, courts have held associations cannot generally raise these claims on behalf of their members.” Pa. Psychiatric Soc’y v. Green Spring Health Servs., Inc., 280 F.3d 278, 284 (3d Cir.2002). The Court finds no reason to relax this prudential requirement in this case. In fact, NCMA even seems to concede that it cannot bring claims for damages on behalf of its members. Accordingly, to the extent that NCMA seeks damages under its Supremacy Clause and Commerce Clause claims, NCMA lacks standing to bring these claims. However, NCMA is not precluded on the basis of standing from seeking any injunctive relief for its members with respect to its Commerce Clause and Supremacy Clause claims. In addition, because NCMA’s claims for tortious interference with contract and tortious interference with prospective economic advantage are solely claims for monetary damages, NCMA also lacks standing to bring these claims. E. Conclusion on the Issues of Standing for Carolina American and NCMA In summary, therefore, the Court finds that Plaintiff Carolina American has standing to pursue all of its claims, including its Commerce Clause claim, against Defendant. In addition, NCMA has standing to pursue its claims for injunctive and/or declaratory relief, that is, NCMA has standing to seek injunctive or declaratory relief under the Supremacy Clause and the Commerce Clause. Having disposed of the issues of standing, the Court will now address Defendant’s Rule 12(b)(6) Motion to Dismiss Plaintiffs’ claims on the merits. III. MOTION TO DISMISS PURSUANT TO RULE 12(b)(6) Defendant contends that even if Plaintiffs have standing to bring their claims against Defendant, each of those claims fails as a matter of law. The Court, therefore, will address each of Plaintiffs’ claims to determine whether they survive Defendant’s Motion to Dismiss pursuant to Rule 12(b)(6). A. Standard of Review With respect to a motion to dismiss pursuant to Rule 12(b)(6) for failure to state a claim upon which relief can be granted, dismissals are allowed “only in very limited circumstances.” Rogers v. Jefferson-Pilot Life Ins. Co., 883 F.2d 324, 325 (4th Cir.1989). Generally, “[a] court may dismiss a complaint only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.” Swierkiewicz v. Sorema, N.A., 534 U.S. 506, 514, 122 S.Ct. 992, 998, 152 L.Ed.2d 1 (2002) (alteration in original) (internal quotations omitted); accord Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir.1993). In making this determination, a court must view the complaint in the light most favorable to the plaintiff, accepting as true all well-pleaded allegations. Randall v. United States, 30 F.3d 518, 522 (4th Cir.1994). Thus, the purpose of a motion to dismiss is to test the legal sufficiency of the complaint and not the facts that support it. Neitzke v. Williams, 490 U.S. 319, 326-27, 109 S.Ct. 1827, 1832, 104 L.Ed.2d 338 (1989). “The issue is not whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.” Revene v. Charles County Comm’rs, 882 F.2d 870, 872 (4th Cir.1989) (internal quotations omitted). B. Federal Claims: Supremacy Clause and Commerce Clause Plaintiffs contend that the RFI violates both the Supremacy Clause and the Commerce Clause of the United States Constitution. In short, Plaintiffs contend that Defendant’s RFI violates the Supremacy Clause because it conflicts with the provisions of the Federal Motor Carrier Safety Act (“FMCSA”) and the regulations promulgated under that Act, the Federal Motor Carrier Safety Regulations (“FMCSR”). Plaintiffs further contend that the RFI violates the Commerce Clause because it imposes an unjustified, excessive burden on interstate commerce. Defendant contends, however, that both of Plaintiffs’ claims fail under what is known as the “market participant” exception, that is, because Defendant is acting as a market participant by contracting with motor carriers, as opposed to acting as a regulator by regulating the conduct of motor carriers, its actions do not violate either the Supremacy Clause or the Commerce Clause. Defendant further contends that even if the market participant exception does not apply to Plaintiffs’ Supremacy Clause claim, the Federal Motor Carrier Safety Act and its accompanying regulations do not preempt Defendant’s RFI. The Court will first consider Plaintiffs’ argument that the RFI is invalid under the Supremacy Clause because it is preempted by the FMCSA and the FMCSR. The Court will then consider Plaintiffs’ argument that the RFI violates the Commerce Clause. 1. Supremacy Clause The Supremacy Clause of the United States Constitution states that the “Constitution, and the Laws of the United States which shall be made in Pursuance thereof ... shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the Contrary notwithstanding.” U.S. Const, art. VI, cl. 2. Thus, the question before the Court is whether federal law preempts Defendant’s RFI, thus making that RFI invalid. Plaintiffs contend that the FMCSA and the FMCSR preempt Defendant’s RFI and therefore Defendant’s RFI is unconstitutional. Defendant contends, however, that the RFI is not a regulation and therefore is not covered by the Supremacy Clause. Regardless, even if the RFI were a regulation, Defendant contends that the FMCSA, as applied by the FMCSR, would not preempt the RFI. As the Supreme Court has held, there are two major types of preemption: express preemption and implied preemption. Express preemption occurs when “Congress’ command is explicitly stated in the statute’s language .... ” Gade v. Nat’l Solid Wastes Mgmt. Ass'n 505 U.S. 88, 98, 112 S.Ct. 2374, 2383, 120 L.Ed.2d 73 (1992) (internal quotations omitted). Implied preemption occurs when preemption is “implicitly contained in [the statute’s] structure and purpose.” Id. (internal quotations omitted). In the absence of explicit statutory language preempting state law, the Supreme Court has recognized two types of implied preemption: field preemption and conflict preemption. Id. Field preemption occurs when “the scheme of federal regulation is so pervasive as to make reasonable the inference that Congress left no room for the States to supplement it .... ” Id. (internal quotations omitted). Conflict preemption occurs when “compliance with both federal and state regulations is a physical impossibility, or where state law stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.” Id. (internal quotations omitted). Plaintiffs first contend that the FMCSA explicitly preempts the RFI. In making this argument, Plaintiffs rely on the provisions of 49 U.S.C. § 31141. The Court notes that 49 U.S.C. § 31141 provides a review procedure that preempts “a State law or regulation on commercial motor vehicle safety that the Secretary of Transportation decides under [§ 31141] may not be enforced.” § 31141(a) (emphasis added). Under § 31141, “if the Secretary decides a State law or regulation is additional to or more stringent than [the FMCSR], the State law or regulation may be enforced unless the Secretary also decides that ... the State law or regulation has no safety benefit,” id. § 31141(c)(4), (c)(4)(A), “the State law or regulation is incompatible with the regulation prescribed by the Secretary,” id. § 31141(c)(4)(B), or “enforcement of the State law or regulation would cause an unreasonable burden on interstate commerce.” Id. § 31141(c)(4)(C). Section 31141(b) requires “[a] State ... that enacts a State law or issues a regulation on commercial motor vehicle safety [to] submit a copy of the law or regulation to the Secretary immediately after the enactment or issuance.” In the present case, Plaintiffs contend that the RFI is more stringent than the FMCSR. See id. § 31141(c)(4). Plaintiffs further contend that the RFI has no safety benefit, is incompatible with the FMCSR, and causes an unreasonable burden on interstate commerce. See id. Therefore, according to Plaintiffs, the FMCSR expressly preempts the RFI. The flaw with Plaintiffs’ argument is that § 31141 provides express preemption only where the Secretary of Transportation determines that a state regulation is preempted. An examination of the purpose of § 31141 reveals that, absent action by the Secretary of Transportation, the FMCSR will not expressly preempt state law. The beginning point of such a discussion is 49 U.S.C. § 14501. Section 14501(a)(1) prohibits states and their political subdivisions from enacting laws relating to the “scheduling of interstate or intrastate transportation ... provided by a motor carrier of passengers,” “the implementation of any change in the rates for such transportation or for any charter transportation,” or “the authority to provide intrastate or interstate charter bus transportation.” Section 14501(a)(2), however, states that the provisions of § 14501(a)(1) “shall not restrict the safety regulatory authority of a State with respect to motor vehicles ... or the authority of a State to regulate carriers with regard to minimum amounts of financial responsibility relating to insurance requirements and self-insurance authorization.” Section 14501(c) regulates “motor carriers of property,” and it contains a safety exception similar to § 14501(a)(2). See § 14501(c)(2)(A). In discussing the construction of the safety exception codified in § 14501(c)(2)(A), the Supreme Court noted that § 31141 “affords the Secretary of Transportation a means to prevent [that] safety exception from overwhelming the lawmakers’ deregulatory purpose.” City of Columbus v. Ours Garage & Wrecker Serv., Inc., 536 U.S. 424, 441, 122 S.Ct. 2226, 2237, 153 L.Ed.2d 430 (2002) (emphasis added). The Supreme Court held that § 31141 “authorizes the Secretary to void any ‘State law or regulation on commercial motor vehicle safety’ that, in the Secretary’s judgment, ‘has no safety benefit ... [or] would cause an unreasonable burden on interstate commerce.’ ” Id. (alteration in original) (quoting § 31141(a), (c)(4)). Because of the similarity between § 14501(a)(2) and § 14501(c)(2)(A), the Supreme Court’s analysis of the effect of § 31141 would apply with equal force to its effect on safety regulations for motor carriers transporting passengers. Thus, based on the statutory language, as interpreted by the Supreme Court, it is the Secretary of Transportation, not this Court, that determines whether § 31141 expressly preempts state laws or regulations regulating motor-carrier safety. Plaintiffs contend, however, that because Defendant “violated § 31141(b) by failing to submit the procedures to the Secretary of Transportation,” Defendant “cannot now argue that plaintiffs’ preemption claim is barred because the Secretary of Transportation did not determine that the procedures were preempted.” (Pis.’ Br. Opp. Def.’s Mot. Dismiss at 16 n. 11.) To the extent that Plaintiffs argue that § 31141 does not prevent this Court from determining whether the RFI is preempted by federal law, this Court agrees with Plaintiffs’ argument. See Interstate Towing Ass’n v. City of Cincinnati, Ohio, 6 F.3d 1154, 1161 (6th Cir.1993) (citing § 31141(f)) (holding that the provisions of § 31141 “do not diminish the judiciary’s power to determine that the [FMCSA] or related federal regulations preempt particular state motor carrier laws”). Defendant’s failure to submit the RFI to the Secretary of Transportation, however, does not mean that the RFI is automatically preempted by § 31141. See Interstate Towing, 6 F.3d at 1160 (holding that a state’s failure to submit its laws for review “certainly does not support [the] argument that the review provisions [of § 31141] act to preempt state and local law even in the absence of affirmative steps by the Secretary”). In summary, therefore, Plaintiffs cite no authority for their contention that the FMCSA or the FMCSR expressly preempts the RFI or that § 31141 allows this Court to find express preemption based on its provisions. Therefore, Plaintiffs’ express-preemption claim fails as a matter of law. Plaintiffs further contend, however, that there is implied preemption. Although it is unclear from their brief, Plaintiffs first appear' to contend that field preemption is present, that is, in enacting the FMCSA, Congress intended to occupy the field of motor-carrier safety and therefore Defendant’s RFI is per se preempted. To the extent that Plaintiffs allege that “Congress intended to completely occupy the field of motor carrier safety,” (Comply 49), Plaintiffs argument has been squarely rejected by the Fourth Circuit Court of Appeals. See Specialized Carriers & Rigging Ass’n v. Virginia, 795 F.2d 1152, 1155 (4th Cir.1986) (holding that “Congress made clear in various sections of the [Federal] Motor [Carrier] Safety Act that no such comprehensive preemption was contemplated or intended”). In fact, Plaintiffs cite no authority supporting field preemption. In conclusion, therefore, the Court holds, consistent with Specialized Carriers, that Congress, when enacting the FMCSA, did not intend “to preempt the entire field of interstate highway safety .... ” Id. at 1156. Plaintiffs further contend, however, that “conflict preemption” is present in this case because the RFI is “inconsistent with and contradict[s] the FMCSR.” (Comply 23.) In making this argument, Plaintiffs rely on Specialized Carriers ’ statement “that federal preemption under the [Federal Motor Carrier Safety] Act is only to be invoked where the State requirement is incompatible with the federal requirement or the state requirement decreases safety on the highways.” Specialized Carriers, 795 F.2d at 1158 (internal quotations omitted). Plaintiffs’ reliance on Specialized Carriers is misplaced. The Court first notes that Specialized Carriers relied on 49 C.F.R. § 390.9 (part of the FMCSR), which states, in pertinent part, that “[e]xcept as otherwise specifically indicated, Subchapter B of this chapter is not intended to preclude States or subdivisions thereof from establishing or enforcing State or local laws relating to safety, the compliance with which would not prevent full compliance with these regulations by the person subject thereto.” 49 C.F.R. § 390.9. With respect to Plaintiffs’ contention that the RFI is “inconsistent with and contradict[s]” the FMCSR, Plaintiffs point to no provisions of the RFI that “would ... prevent full compliance with” the FMCSA or FMCSR. See id. Plaintiffs further contend, however, that because the RFI actually “detracts] from highway safety,” it is preempted. (Pis.’ Br. Opp. Def.’s Mot. Dismiss at 18.) In advancing this argument, Plaintiffs direct the Court to their allegation that the RFI “require[s] representatives from the defendant Board’s transportation department to inspect a carrier’s motorcoaches” and their further allegation that “[u]pon information and belief, representatives from defendant Board’s transportation department are not qualified to inspect motorcoaches.” (CompU 21.) The Court, however, finds, as a matter of law, that Plaintiffs could prove no set of facts consistent with these allegations to support their assertion that Defendant’s additional inspection requirements would in any way reduce highway safety. The Court notes that, with respect to inspections, the RFI actually states, in pertinent part, the following: Annual Inspection: Members of the Guilford County Schools Transportation Department shall be allowed to inspect the carrier prior to initial approval for contracts and annually thereafter to ensure the company is dedicated to safety and passenger concerns and to review any paper work it [sic] deems important. [T]he carrier must also agree to ... [a]llow a site visit by the Guilford County Schools Transportation Department to review vehicle maintenance facilities and practices and vehicle records. (RFI at 2, 3.) There are no allegations in Plaintiffs’ Complaint or any indication in the RFI itself that Defendant seeks to perform its inspections in lieu of the federally mandated inspections, and thus no reasonable inference can be drawn from the Complaint or the RFI that Defendant’s RFI would actually decrease safety. Furthermore, a close reading of Specialized Carriers and its progeny reveals that “only if compliance with both federal and [state] regulations were impossible would preemption occur.” Interstate Towing, 6 F.3d at 1162; see id. at 1162 n. 7 (stating that “[w]e find support for our conclusions in the Fourth Circuit case of Specialized Carriers ”). In fact, the court of appeals in Specialized Carriers noted that, with the enactment of § 31141, “[it] is obvious ... that Congress never intended preemption to apply to any State statute or regulation, the implementation of which would be compatible with the implementation of a federal regulation .... ” Specialized Carriers, 795 F.2d at 1158. Not surprisingly, Plaintiffs have not directed this Court to any case finding a state safety regulation to be preempted by the FMCSR. In the present case, the Court finds that the RFI is not incompatible with the FMCSR, that is, compliance with the RFI would in no way prevent compliance with the FMCSR. Therefore, the RFI does not conflict with federal law. Because the RFI does not conflict with federal law, Plaintiffs’ claims of conflict preemption fail as a matter of law. For the foregoing reasons, therefore, the Court finds that the RFI is not preempted on any basis by federal law. Consequently, Plaintiffs’ Supremacy Clause claims are dismissed. Having disposed of Plaintiffs’ Supremacy Clause claims, the Court will now address Plaintiffs’ claims under the Commerce Clause. 2. Commerce Clause Plaintiffs Carolina American and NCMA both contend that the RFI violates the Commerce Clause because it places an undue burden on interstate commerce. The Commerce Clause provides that “Congress shall have Power ... [t]o regulate Commerce ... among the several States ....” U.S. Const, art I, § 8, cl. 3. “Supreme Court precedent has long recognized that although phrased as a grant of regulatory power to Congress, the Commerce Clause inherently ‘denies the States the power unjustifiably to discriminate against or burden the interstate flow of articles of commerce.’ ” Waste Mgmt. Holdings, Inc. v. Gilmore, 252 F.3d 316, 333 (4th Cir.2001) (quoting Or. Waste Sys., Inc. v. Dep’t of Envtl. Quality, 511 U.S. 93, 98, 114 S.Ct. 1345, 1349, 128 L.Ed.2d 13 (1994)). Plaintiffs bring their Commerce Clause claims under this negative aspect of the Commerce Clause, which is known as the “dormant Commerce Clause.” See id. Defendant contends, however, that Plaintiffs’ Commerce Clause claim must fail because of what is known as the “market participant exception.” Under this exception, state activity does not offend the Commerce Clause where the state is acting as a market participant rather than a market regulator. As the Supreme Court explained in Reeves, Inc. v. Stake, 447 U.S. 429, 100 S.Ct. 2271, 65 L.Ed.2d 244 (1980), “the Commerce Clause responds principally to state taxes and regulatory measures impeding free private trade in the national marketplace. There is no indication of a constitutional plan to limit the ability of the States themselves to operate freely in the free market.” Id. at 436-37, 100 S.Ct. at 2277 (citations omitted). Thus, “[u]nder the market participant doctrine, ‘a state acting in its proprietary capacity as a purchaser or seller may favor its own citizens over others.’ ” Waste Mgmt., 252 F.3d at 345 (quoting Camps Newfound/Owatonna, Inc. v. Town of Harrison, Me., 520 U.S. 564, 592-93, 117 S.Ct. 1590, 1606, 137 L.Ed.2d 852 (1997) (internal quotation marks omitted)). Absent “ ‘direct state involvement in the market,’ however, the strictures of the dormant Commerce Clause apply with full force.’ ” Id. (quoting Camps Newfound/Owatonna, Inc., 520 U.S. at 593, 117 S.Ct. at 1607). The core disagreement between Plaintiffs and Defendant with respect to the application of the market participant exception is whether Defendant acted as a regulator or as a market participant. Plaintiffs contend that Defendant acted a regulator because its “procedures bound the public schools in Guilford County and prevented them from entering into contracts with members of plaintiff association.” (Pis.’ Br. Opp. Def.’s Mot. Dismiss at 15.) Plaintiffs therefore contend that “the Guilford County public schools ... are third parties who may enter into contracts for motorcoach transportation services independently of defendant.” {Id. at 12.) Defendant contends, however, that North Carolina law is clear that the individual public schools in Guilford County are “nothing more than ... building[s] at which the school board provides education.” (Def.’s Br. Supp. Mot. Dismiss & Strike at 8.) Therefore, Defendant contends that it is Defendant itself which has the ultimate contractual relationship with Carolina American and other motor carriers for motorcoach transportation services. To determine whether Defendant itself had the ultimate contractual relationship with the motor carriers, it is necessary for the Court to review the local structure of public education in North Carolina. Chapter 115C of the General Statutes of North Carolina governs North Carolina’s system of public education. Although the North Carolina Constitution requires the State of North Carolina to provide a “sound basic education,” because the State is unable to attend to the day-to-day operation of each public school in the state, the State delegates decisionmaking authority to 117 local school administrative units. See Leandro v. North Carolina, 346 N.C. 336, 345, 488 S.E.2d 249, 254 (1997) (citing N.C. Const, art. I, § 15); Laurie L. Mesibov, Local Boards of Education, in Education Law in North Carolina [hereinafter ELNC], § 300 (Janine M. Murphy ed., 2001). A local school administrative unit (or “administrative unit”) is “a subdivision of the [North Carolina] public school system which is governed by a local board of education.” N.C. Gen.Stat. § 115C-5(6). An administrative unit is classified as either a county school administrative unit or a city school administrative unit. See id. § 115C-66. Each of North Carolina’s 100 counties (e.g., Guilford County) is “classified as a county school administrative unit, the schools of which ... shall be under the general supervision and control of a county board of education with a county superintendent as the administrative officer.” See id. In addition, although not relevant to this cause of action, there are also seventeen city school administrative units. N.C. Dep’t Pub. Instruction, 2002-03 Facts & Figures, North Carolina Public Schools, http:// www.ncpublicschools.org/fbs/facts-figs0203.pdf (last visited Apr. 22, 2004). Furthermore, the General Statutes of North Carolina also provide for school districts. A “district” is narrowly defined as “any convenient territorial division or subdivision of a county, created for the purpose of maintaining within its boundaries one or more public schools.” N.C. Gen. Stat. § 115C-69; see Floyd v. Lumberton City Bd. of Educ., 71 N.C.App. 670, 674-75, 324 S.E.2d 18, 22-23 (1984); Hobbs v. County of Moore, 267 N.C. 665, 675, 149 S.E.2d 1, 7-8 (1966). Districts are “under the control of the local board of education.” N.C. Gen.Stat. § 115C-69. The General Statutes also provide for school systems