Full opinion text
OPINION AND ORDER LEISURE, District Judge. This action arises out of a failed investment transaction between William Henneberry, the Chief Executive Officer and majority common stock shareholder of Smartix International Corp. (“Smartix”), and defendant-investor Sumitomo Corporation of America (“SCOA”), Robert Graustein, a Senior Vice president of SCOA, and Sumitomo Corporation (“Sumitomo”), SCOA’s parent company. In a complaint dated March 17, 2004, plaintiff asserted causes of action against all defendants for (1) detrimental reliance, on the alternative bases of promissory estoppel and negligent misrepresentation; (2) breach of fiduciary duty; (3) slander per se; (4) tortious interference with prospective economic advantage; (5) injurious falsehood; and (6) breach of contract. Defendants SCOA and Robert Graustein then moved, in lieu of an answer, for dismissal of the action on all counts for failure to state a claim upon which relief could be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). In an Opinion and Order dated April 27, 2005, the Court granted the motion to dismiss all of the aforementioned claims save the slander per se claim. Henneberry v. Sumitomo Corp. of Am., No. 04 Civ. 2128, 2005 WL 991772 (S.D.N.Y. Apr.27, 2005). In an Opinion and Order dated May 3, 2005, the Court granted Sumitomo’s motion to dismiss all claims against it pursuant to Rule 12(b)(6). Henneberry v. Sumitomo Corp. of Am., No. 04 Civ. 2128, 2005 WL 1036260 (S.D.N.Y. May 3, 2005). Plaintiff now brings this motion pursuant to Federal Rule of Civil Procedure 15(a), seeking leave to file an amended complaint re-asserting all of the aforementioned claims except for breach of contract. In the event the Court finds that plaintiffs claims for promissory estoppel and negligent misrepresentation have been pleaded adequately in plaintiffs proposed amended complaint, defendants cross-move for partial summary judgment as to those claims. For the reasons set forth herein, plaintiffs motion is granted in part and denied in part, and defendants’ cross-motion is denied. BACKGROUND The following factual allegations are drawn from plaintiffs original complaint. I. Plaintiffs Original Complaint A. The Parties Plaintiff William Henneberry is a Connecticut resident and a creative marketing entrepreneur specializing in developing new marketing strategies for credit cards. (Compl. ¶¶ 10-11.) He has worked frequently with athletic teams and credit card companies. (Compl. ¶¶ 15-19.) Prior to the venture giving rise to this action, plaintiff worked as a consultant for Major League Baseball and MasterCard between December 1995 and January 2000, earning between $10,000 and $25,000 per month. (Compl. ¶ 139.) At all times relevant to this action, Henneberry was the Chairman and majority common stock shareholder of Smartix, a non-publicly traded New York corporation. (Compl. ¶¶ 12-13, 21.) As Chairman, Henneberry was entitled to an annual salary of $150,000. (Compl. ¶ 20.) As of September 9, 2003, Henneberry owned 1,740,666 shares of Smartix stock. (Compl. ¶ 22.) Defendant SCOA is a New York corporation and a wholly owned subsidiary of former defendant Sumitomo. (Compl. ¶¶ 3, 34.) Defendant Robert Graustein is a New York resident who was a Senior Vice President of defendant SCOA at all times relevant to this lawsuit. (Compl. ¶¶ 5, 38.) B. SCOA’s Investment Activities Smartix was created to develop with MasterCard an electronic ticketing promotion program for Major League Baseball which would, inter alia, allow season ticket holders to sell unused tickets on the internet and at designated kiosks located at baseball stadiums (the “Smartfan program”). (Compl. ¶¶ 23, 24.) The Smart-fan program was tested with the Boston Red Sox and the St. Louis Cardinals baseball teams. (Compl. ¶25.) In order to finance the Smartfan program, Smartix sought and obtained various investors, including SCOA. (Compl. ¶ 31.) 1. Spring of 2002 Investment Agreement As a part, of SCOA’s due diligence performed in anticipation of a future investment agreement, SCOA conducted an economic valuation of Smartix which valued the company at $10,000,000, or $1.50 per share. (Compl. ¶¶ 50-51.) In the Spring of 2002, SCOA agreed to invest between $3,000,000 and $5,000,000 in Smartix (“$3-5MM Investment”) and share in Smartix’s profits and losses. (Compl. ¶¶ 48-49.) In reliance on SCOA’s agreement, Smartix changed its position by, inter alia, performing the following actions: (1) filing a restated certificate of incorporation with the Secretary of State of New York as directed by SCOA; (2) convincing its original investors to subordinate their class of shares to those to be issued to SCOA; (3) convincing its original investors to reduce their dividend percentages, forego dividends, and invest more cash into Smartix; (4) advising other potential investors of SCOA’s that Smartix had accepted SCOA’s offer and that future investment would be at a later round and, presumably, at a higher valuation; (5) agreeing to allow Hank Aaron to serve as a member of Smartix’s Board of Directors; and (6) ordering special stock certificates with legends specifically requested by SCOA. (Compl. ¶ 53.) In reliance on the same agreement, plaintiff also made a bridge loan to Smartix for $100,000. (Compl. ¶ 54.) However, on June 4, 2002, after documents memorializing this agreement were sent by SCOA to Smartix’s shareholders for execution, SCOA advised Henneberry that SCOA would not make the investment. (Compl. ¶ 57.) 2. SCOA’s Subsequent Investment Agreement SCOA ultimately invested $1,000,000 in Smartix pursuant to a Stock Purchase Agreement, dated July 2, 2002 (“July 2002 Agreement”), which provided for, inter alia, the sharing of profits and losses among the different classes of Smartix stock. (Compl. ¶ 60; Riback Reply Aff. Ex. 2.) Thereafter, SCOA communicated to Smartix that it was Smartix’s lead investor and that it would actively seek out new investments for Smartix. (Compl. ¶ 61.) Accordingly, between July 2002 and October 2003, SCOA continually represented to Smartix that it had found additional investors. (Compl. ¶ 62.) In June 2003, after Smartix advised SCOA that it could not continue operations without additional investment (Compl. ¶ 63), defendant Mr. Graustein told plaintiff and others at a meeting that SCOA “would not let you [Smartix] fail.” (Compl. ¶ 64 (bracket in original).) At this same meeting, SCOA orally agreed to provide matching investments and promised a letter to Smartix confirming the same. (Compl. ¶ 65.) No such letter was ever received. At SCOA’s request, Smartix prepared a plan for future investments by SCOA, which called for an additional $1,000,000 investment by SCOA and the implementation of the Smartfan program with ten sports teams. (Compl. ¶¶ 67-68.) Based on SCOA’s indication that it was amenable to this plan (Compl. ¶ 68), plaintiff continued to make personal loans to Smartix through October 2003 in the following amounts, which are in addition to the initial loan of $100,000 made in the Spring of 2002:(1) $47,500; (2) $52,500; (3) $50,000; (4) $150,000; (5) $27,500; (6) $30,000; (7) $190,000; (8) $12,754.83; and (9) $2,170.54 (Compl. ¶¶ 55, 69). Smartix continually warned SCOA of its declining financial outlook, noting that, if the decline continued, Smartix would eventually be unable to perform those obligations it owed to the Red Sox and Cardinals (Compl. ¶¶ 70, 74), yet SCOA never objected. When, on June 16, 2003, plaintiff told Mr. Graustein that Smartix would have to consider ceasing operations, Mr. Graustein responded by telling plaintiff that such an action was not within plaintiffs legal rights. (Compl. ¶¶ 71-72.) On September 8, 2003, SCOA presented Smartix with a new investment proposal (Compl. ¶ 76) requiring plaintiff to convert his personal loans into company stock pri- or to any additional SCOA investment, which would be limited to matching investments up to the amount of $500,000 (Compl. ¶ 77). Plaintiff rejected this offer because it did not provide sufficient capital (Compl. ¶ 78) and because it attributed a lower valuation to Smartix, which would have allowed SCOA to trigger its right to obtain additional Smartix equity and thus increase its holdings (Compl. ¶ 79). The next day, plaintiff was called into a meeting with Michael Dee, Executive Vice President of Business Affairs for the Boston Red Sox, regarding the continuation of the Smartfan program for the next year. (Compl. ¶¶ 45, 80.) Plaintiff was forced to concede Smartix’s financial difficulties and its potential instability in the coming baseball season (Compl. ¶ 82), causing Dee to express concern about the future of the business relationship (Compl. ¶ 83). C. SCOA’s Meetings with the Red Sox and MasterCard; Final Dealings with Smartix On September 22 or 23, 2003, Mr. Graustein and other SCOA employees met with Mr. Dee and informed him, in sum and substance, that Henneberry “lacked the necessary skill and ability to manage Smartix ... [,] otherwise disparaged his business acumen,” and blamed Smartix’s financial troubles and failure to pay monies owed to the I^ed Sox on Henneberry’s mismanagement of the company. (Compl. ¶ 90.) SCOA went on to say that it would be taking over Smartix and removing plaintiff from his post. (Compl. ¶ 96.) Thereafter, Mr. Dee lost faith in Henneberry and began using Mr. Graustein as the contact for the Smartfan program. (Compl. ¶¶ 95, 97, 139-40, Ex. B.) Mr. Dee also refused to do business with Smartix if Henneberry was involved with the company (Compl. ¶ 108), which was contrary to Mr. Dee’s July 2, 2003 statement that the Red Sox had “taken a leap of faith by aligning ourselves with Smartix, in large part due to my confidence and trust in you personally” (Compl. ¶ 109). At some point between September 19 and 23, 2003, Graustein surreptitiously met with MasterCard, which meeting was attended by, inter alia, John Stuart, MasterCard’s Senior Vice President of Global Sponsorship and Event Marketing, and informed MasterCard, in sum and substance, that Henneberry lacked the necessary skill and ability to manage Smartix, disparaged his business acumen, and blamed Smartix’s financial condition and failure to pay monies owed to the Red Sox and Cardinals on Henneberry’s mismanagement of the company. (Compl. ¶¶ 99, 100, 106.) MasterCard similarly lost faith in Henneberry. (Compl. ¶¶ 105,139-40.) SCOA did not notify Smartix about either of these meetings (Compl. ¶ 89) until a later meeting with Henneberry on September 24, 2003 (Compl. ¶ 107). Thereafter, Henneberry sent an e-mail to SCOA outlining SCOA’s improper actions and their effect on Smartix. (Compl.Ex. C.) On October 9, 2003, Smartix held a shareholder’s meeting wherein it was decided that Smartix would continue to pursue the Smartfan program with the Red Sox. (Compl. ¶ 111.) At that meeting, SCOA represented that it had been in contact with investors who had expressed interest in investing in Smartix and again reiterated that it wanted Smartix to survive and succeed. (Compl. ¶ 112.) In reliance on these representations, plaintiff continued to personally loan money to Smartix. (Compl. ¶ 113.) SCOA never invested any additional funds in Smartix (Compl. ¶ 117) and, as a result of SCOA’s various actions, Smartix’s stock is presently worthless (Compl. ¶ 131). II. Plaintiff’s Proposed Amended Complaint Plaintiff includes with his motion papers a proposed amended complaint that seeks to remedy the deficiencies in the original complaint. Because leave to amend a complaint will be denied if the amended complaint could not withstand a motion to dismiss, see Halpert v. Wertheim & Co., 81 F.R.D. 734, 735 (S.D.N.Y.1979) (“If the complaint, as amended, could not withstand a motion to dismiss, a motion to amend need not be granted.” (citing DeLoach v. Woodley, 405 F.2d 496, 497 (5th Cir.1968))), the Court will review the amended complaint through the prism of a Rule 12(b)(6) analysis and, consequently, accept as true all of the proposed complaint’s factual allegations, and draw all reasonable inferences in favor of plaintiff, Pits, Ltd. v. Am. Express Bank Int’l, 911 F.Supp. 710, 713 (S.D.N.Y.1996) (citing Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974); Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir.1989)). Accordingly, the following pertinent re-pleaded allegations, organized by cause of action, are drawn from the proposed amended complaint and do not constitute findings of fact by the Court. A. Detrimental Reliance Claims Plaintiff has repleaded additional and differing allegations with respect to his detrimental reliance claims. Plaintiff first alleges that, in Spring 2002, he approached SCOA about providing a bridge loan to Smartix so that Smartix would have the necessary capital needed to enjoy uninterrupted operation until the $3-5MM Investment was disbursed. (Proposed Am. Compl. ¶ 125.) In response, Mr. Graustein told him that the multimillion dollar loan “was going to close,” SCOA was not interested in fronting the bridge loan, and that plaintiff, and perhaps others from Smartix, “should provide the bridge loan themselves.” (Proposed Am. Compl. ¶ 126.) He alleges that it was foreseeable to defendants that Mr. Graustein’s statement would cause plaintiff and others to then make personal loans to Smartix. (Proposed Am. Compl. ¶ 127.) Indeed, plaintiff told Mr. Graustein that he would make the loan (Proposed Am. Compl. ¶ 127), and then made the loan (Proposed Am. Compl. ¶ 128). Plaintiffs advancement of the loan was thus reasonable and made in reliance upon SCOA’s “agreement” to provide the greater investment. (Proposed Am. Compl. ¶ 129.) Second, plaintiff alleges that between July 2002 and October 2003, SCOA advised him that it had located investors who were “ready to invest in SCOA.” (Proposed Am. Compl. ¶ 132.) Plaintiff was prodded by Mr. Henneberry to advance additional loans to Smartix while “SCOA was obtaining additional investment.” (Proposed Am. Compl. ¶ 77.) However, upon information and belief, plaintiff alleges that these assertions regarding the investors’ existence were false (Proposed Am. Compl. ¶ 135) and SCOA was less than candid in informing plaintiff “of the entirety of its dealings with these purported investors so as to create a false impression” of the investors’ willingness to invest (Proposed Am. Compl. ¶ 136). Third, plaintiff alleges that SCOA “indicated” to plaintiff that it “would be willing to make additional investments in Smartix should the need arise” (Proposed Am. Compl. ¶ 133), and that it would be “beneficial” for plaintiff to advance his own monies to cover operating expenses because doing so would be looked upon favorably by SCOA when it was called upon to make additional investments (Proposed Am. Compl. ¶ 134). However, SCOA’s assertions regarding its willingness to make additional investments did not convey the “entirety of its intentions ... so as to create a false impression” about SCOA’s willingness to invest. (Proposed Am. Compl. ¶ 137.) Plaintiff went on to make an additional nine loans, which combined with the original bridge loan totaled $662,425.37. (Proposed Am. Compl. ¶ 140.) He alleges that it was foreseeable to SCOA that SCOA’s representations would induce him to make the nine additional loans based upon his relationship of trust and confidence with SCOA; SCOA’s ongoing representations regarding willing investors and its own willingness to further invest in Smartix; and SCOA’s awareness of Smartix’s financial condition and plaintiffs willingness to make personal loans to Smartix. (Proposed Am. Compl. ¶ 139.) Further, plaintiff “reasonably believed that SCOA would not let Smartix fail and would use its best efforts to locate investors and/or infuse additional capital into Smartix.” (Proposed Am. Compl. ¶ 78.) In sum, plaintiff relied upon SCOA’s statements and actions to his detriment. (Proposed Am. Compl. ¶ 144.) Had plaintiff been informed of “the true situation” concerning SCOA’s true intent to invest, as well as the existence of the undisclosed investors, he would not have lent any money to Smartix. (Proposed Am. Compl. ¶ 138.) B. Breach of Fiduciary Duty Plaintiff alleges that SCOA was a member of Smartix’s Board of Directors (Proposed Am. Compl. ¶ 196) and, as such, SCOA owed all of Smartix’s shareholders, including plaintiff, a duty of utmost good faith and fair dealing (Proposed Am. Compl. ¶ 197). Further, SCOA was the de facto majority shareholder due to (1) the rights and powers set forth in Smartix’s Amended Article of Incorporation and (2) SCOA’s overwhelming operational control that it exercised over Smartix’s day to day operations. (Proposed Am. Compl. ¶ 198.) Defendants exercised their “overwhelming operational control” of Smartix “through their development and implementation of Smartix’[s] business plan; management of Smartix personnel issues; the management of Smartix marketing decisions, ... the overall management of Smartix” (Proposed Am. Compl. ¶ 199); and “through their control of information concerning outside investment and their own intentions regarding investing in Smartix” (Proposed Am. Compl. ¶ 200). Further, “[a]s Smartix’[s] lead investor, defendants could control the actions of outside investors based upon the information provided to said investors as well as SCOA’s own inaction in providing additional investment in Smartix.” (Proposed Am. Compl. ¶ 200.) Plaintiff also alleges that he reasonably relied (Proposed Am. Compl. ¶¶ 202-03) on defendants’ “special skill, knowledge and experience with regard to the management and development of a start-up company” (Proposed Am. Compl. ¶ 201). Plaintiff concludes the count by alleging that, “as set forth above,” defendants breached the fiduciary duty owed to plaintiff (Proposed Am. Compl. ¶ 204), resulting in the loss of value in plaintiffs Smartix stock, lost future income as Chairman of Smartix, lost recoupment of the loans made to Smartix, irreparable injury to his reputation, and lost future earnings as a consultant to MLB and MasterCard (Proposed Am. Compl. ¶ 205). C. Slander Per Se Plaintiffs slander per se claim, which survived defendants’ prior motion to dismiss, re-alleges all of the allegations from the original complaint with a few additional allegations that plaintiff claims typify SCOA’s statements concerning outside investors and its own willingness in making additional investments. (Proposed Am. Compl. ¶ 119.) To wit, SCOA instructed plaintiff to draft an e-mail to, inter alia, Mr. Graustein, which confirmed SCOA’s prior instruction to tell Mr. Dee that “enough capital would be put into the company for it to operate for the [2004] season and that if the company cannot proceed to fulfill its’ [sic] obligations,” a licensing option would be given to the Red Sox to allow them to continue to use the Smartix program. (Proposed Am. Compl. ¶ 119 (first bracket in original).) Plaintiff then conveyed this position to Mr. Dee (Proposed Am. Compl. ¶ 120), but the Red Sox did not hire Smartix for the 2004 baseball season (Proposed Am. Compl. ¶ 122). Plaintiff alleges that had the Red Sox engaged Smartix, Smartix would be a viable company today. (Proposed Am. Compl. ¶ 123.) D. Tortious Interference with Prospective Economic Advantage Plaintiff seeks to correct the failings in his original claim for tortious interference with prospective economic advantage through a number of additional allegations. First, plaintiff states that prior to defendants’ tortious actions, he consulted with MLB and MasterCard “on a regular basis.” (Proposed Am. Compl. ¶ 175.) This consulting relationship allowed him to pursue projects like the Smartix venture while “on hiatus” from consulting. (Proposed Am. Compl. ¶ 175.) Plaintiff further alleges that he was actively consulting with MasterCard “at the time the opportunity with Smartix presented itself,” and that he received MasterCard’s permission to “take leave to pursue the Smartix project.” (Proposed Am. Compl. ¶ 176.) There was an understanding between plaintiff and MasterCard that plaintiff would be able to return as a consultant if and when plaintiff became available. (Proposed Am. Compl. ¶ 177.) Plaintiff states that since defendants’ tortious activity, plaintiff has attempted to consult for both MasterCard and MLB, but has failed (Proposed Am. Compl. ¶ 180) because those entities have “lost faith” in him because of SCOA’s disparagement of his business acumen (Proposed Am. Compl. ¶ 181). Plaintiff names two specific consulting projects that he would have been hired to perform but for defendants’ tortious actions. (Proposed Am. Compl. ¶ 183.) Plaintiff alleges upon information and belief that he would have earned at least $25,000 per month for at least eleven months for the first project and at least $15,000 per month for twelve months, plus potential profit sharing for at least three years, for the second project. (Proposed Am. Compl. ¶¶ 185-86.) E. Injurious Falsehood Plaintiff maintains in the proposed amended complaint the same allegations regarding SCOA and Mr. Graustein’s purported meetings with the Boston Red Sox (Proposed Am. Compl. ¶¶ 98-105) and MasterCard (Proposed Am. Compl. ¶¶ 106-12), wherein defendants informed the parties that plaintiff “lacked the necessary skill and ability to manage Smartix and otherwise disparaged his business acumen,” and “placed blame for Smartix’[s] present financial condition, and inability to pay monies owed to Red Sox, upon the purported mismanagement of Smartix by Mr. Henneberry” (Proposed Am. Compl. ¶¶ 98, 107). At defendants’ meeting with the Red Sox, SCOA informed Mr. Dee of the Red Sox further that “SCOA would be taking over Smartix and making changes in management so as to remove Mr. Henneberry.” (Proposed Am. Compl. ¶ 103.) Mr. Graustein was acting within the scope of his employment during the time of these meetings. (Proposed Am. Compl. ¶¶ 99-108.) Plaintiff alleges the statements (1) “were made with the intent to cause harm to Mr. Henneberry or, alternatively, were of such a nature that SCOA should have recognized that they would cause harm to Mr. Henneberry if published” (Proposed Am. Compl. ¶¶ 188, 190); (2) “were made with the knowledge that they were false, or alternatively, were made with a reckless disregard as to whether they were true or false” (Proposed Am. Compl. ¶¶ 189, 191); (3) “constituted an injurious falsehood” (Proposed Am. Compl. ¶ 192); (4) “were the proximate cause of the Red Sox[’s] failure to agree to sign with Smartix for the upcoming 2004 baseball season and the failure of Smartix” (Proposed Am. Compl. ¶ 193); and (5) resulted in a loss of value in plaintiffs Smartix stock, lost future income as Chairman of Smartix, lost recoupment of the loans made to Smartix, and irreparable injury to his reputation (Proposed Am. Compl. ¶ 194). DISCUSSION I. Rule 15(a) Standards Federal Rule of Civil Procedure 15(a) allows a litigant to amend a pleading by leave of court. Fed.R.Civ.P. 15(a). The Rule provides that “leave shall be freely given when justice so requires,” id., and, accordingly, the Second Circuit has followed the U.S. Supreme Court’s direction that permission to amend a claim “should be freely granted.” Oliver Schs., Inc. v. Foley, 930 F.2d 248, 252 (2d Cir.1991) (citing Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962)). When a district court grants a defendant’s motion to dismiss a plaintiffs claims, as the Court has done in this action, the “ ‘usual practice” ’ dictates that the court grant the plaintiff leave to amend its complaint. Id. at 253 (quoting Ronzani v. Sanofi S.A., 899 F.2d 195, 198 (2d Cir.1990)). The decision to grant leave to amend is wholly within a district court’s discretion, see id.; Kaster v. Modification Sys., Inc., 731 F.2d 1014, 1018 (2d Cir.1984) (citing Zenith Radio Corp. v. Hazeltine Research, Inc., 401 U.S. 321, 330, 91 S.Ct. 795, 28 L.Ed.2d 77 (1971)); however, a decision to deny the motion must be based on a valid ground. Oliver Schs. Inc., 930 F.2d at 252; Kaster, 731 F.2d at 1018 (citing Foman, 371 U.S. at 182, 83 S.Ct. 227). A district court may deny leave to amend where there has been undue delay or bad faith on the moving party’s part, prejudice to the non-movant, or where leave would be futile. See Klecher v. Metropolitan Life Ins. Co., 331 F.Supp.2d 279, 282-83 (S.D.N.Y.2004) (citing Foman, 371 U.S. at 182, 83 S.Ct. 227; Dougherty v. Town of N. Hempstead Bd. of Zoning Appeals, 282 F.3d 83, 87 (2d Cir.2002)). Granting leave to file an amended complaint is futile where the claims therein would not survive a motion to dismiss. See Halpert v. Wertheim & Co., 81 F.R.D. 734, 735 (S.D.N.Y.1979) (“If the complaint, as amended, could not withstand a motion to dismiss, a motion to amend need not be granted.” (citing DeLoach v. Woodley, 405 F.2d 496, 497 (5th Cir.1968))). In order to survive a motion to dismiss, a proposed claim need only be “colorable.” See Kaster, 731 F.2d at 1018 (“As long as appellants have ‘at least color-able grounds for relief, justice does ... require’ leave to amend.” (quoting S.S. Silberblatt, Inc. v. E. Harlem Pilot Block, 608 F.2d 28, 42 (2d Cir.1979))); Grupke v. Linda Lori Sportswear, Inc., 921 F.Supp. 987, 992 (E.D.N.Y.1996) (“A party may amend its pleading to assert a ‘colorable’ new claim.” (quoting S.S. Silberblatt, Inc., 608 F.2d at 42)). Consequently, as former Judge Weinfeld stated, “[although Rule 15 provides that leave to amend shall be granted freely, leave need not be granted to permit an amendment embodying plainly defective claims.” Valdan Sportswear v. Montgomery Ward & Co., 591 F.Supp. 1188, 1190 (S.D.N.Y.1984) (citing Foman, 371 U.S. at 182, 83 S.Ct. 227). II. Standing The parties maintain competing views as to whom — Smartix or plaintiff-defendants owed certain duties in tort. {See, e.g., Pl.’s Mem. Law Supp. Mot. 6-10; Def.’s Mem. Law Opp’n Mot. 18-20.) Clearly, if defendants owed no duty to defendant, plaintiffs claims must fail. See, e.g., 532 Madison Ave. Gourmet Foods, Inc. v. Finlandia Ctr., Inc., 96 N.Y.2d 280, 727 N.Y.S.2d 49, 750 N.E.2d 1097, 1101 (2001) (Kaye, C.J.) (“Absent a duty running directly to the injured person there can be no liability in damages.... ”). The Court is faced with the question whether plaintiffs alleged injuries resulted from defendants’ breach of a duty or duties owed to him as an individual, or whether plaintiff was injured not because of a breach of duty owed to him, but as a collateral effect of defendants’ breach of a duty or duties owed to Smartix as a corporation. The Court is inclined — indeed, compelled — to determine whether plaintiff maintains such standing to bring his claims in an individual capacity. See Southside Fair Hous. Comm. v. City of N.Y., 928 F.2d 1336, 1341 (2d Cir.1991) (stating that district court’s explicit decision to not address plaintiffs standing to maintain action was error because a circuit court of appeals lacks jurisdiction to hear an appeal where plaintiff fails to satisfy Article Ill’s requirement that federal courts adjudicate actual “cases” and “controversies” (citing Allen v. Wright, 468 U.S. 737, 750, 104 S.Ct. 3315, 82 L.Ed.2d 556 (1984); Fulani v. League of Women Voters Educ. Fund, 882 F.2d 621, 624 (2d Cir.1989))); Qantel Corp. v. Niemuller, 771 F.Supp. 1361,1368 (S.D.N.Y.1991) (Leisure, J.) (citing South-side with approval); see also Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992) (Scalia, J.) (“[T]he core component of standing is an essential and unchanging part of the case-or-controversy requirement of Article III.” (citing Allen, 468 U.S. at 751, 104 S.Ct. 3315)). Regardless whether the parties raise standing on their own, the Court may address the issue at any time, sua sponte. Crigger v. Fahnestock, & Co., No. 01 Civ. 781, 2005 WL 774240, at *1 (S.D.N.Y. Apr. 6, 2005) (Keenan, J.) (“As standing implicates the Court’s subject matter jurisdiction, the Court may consider the issue at any time, upon request or sua sponte.”). Standing to maintain an action “ ‘cannot be inferred argumentatively from averments in the pleadings, ... but rather must affirmatively appear in the record,’” so that, on a motion to dismiss, “ ‘it is the burden of the party who [seeks standing to sue] ... clearly to allege facts demonstrating that he is a proper party to invoke judicial resolution of the dispute.’ ” Thompson v. County of Franklin, 15 F.3d 245, 249 (2d Cir.1994) (quoting FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 231, 110 S.Ct. 596, 107 L.Ed.2d 603 (1990)), overruled on other grounds by City of Littleton v. Z.J. Gifts D-4, L.L.C., 541 U.S. 774, 124 S.Ct. 2219, 159 L.Ed.2d 84 (2004). A district court’s determination of whether a plaintiff-shareholder maintains standing to assert a claim under state law against a third party for its economic injuries requires the court to ask whether the alleged injuries are indeed personal, by virtue of the breach of a duty owed to plaintiff personally, or whether they are derivative of injuries to the corporation resulting from a breach of a duty owed to the corporation as a business entity. The applicable legal standards to be applied to this inquiry are found in New York state law. See Desiano v. Warner-Lambert Co., 326 F.3d 339, 348 (2d Cir.2003) (reversing district court for applying Second Circuit case law interpreting proximate causation under RICO where plaintiffs claims arose under New Jersey’s statutory and common law). As a general matter, New York courts have held that “[a]n individual shareholder has no right to bring an action in his own name and in his own behalf for a wrong committed against the corporation, even though the particular wrong may have resulted in a depreciation or destruction of the value of his corporate stock.” Fifty States Mgmt. Corp. v. Niagara Permanent Sav. & Loan Ass’n, 58 A.D.2d 177, 396 N.Y.S.2d 925, 927 (App.Div.1977) (citing, inter alia, Bonneau v. Bonneau, 21 Misc.2d 879, 195 N.Y.S.2d 443, 445 (Sup.Ct.1959)); see New Castle Siding Co. v. Wolfson, 97 A.D.2d 501, 468 N.Y.S.2d 20, 21 (App.Div.1983) (“Generally, corporations have an existence separate and distinct from that of their shareholders.” (citing Billy v. Consolidated Mach. Tool Corp., 51 N.Y.2d 152, 432 N.Y.S.2d 879, 412 N.E.2d 934, 941 (1980))), aff'd, 63 N.Y.2d 782, 481 N.Y.S.2d 70, 470 N.E.2d 868 (1984). The New York Court of Appeals has held that this prohibition includes recovery for any personal liability the shareholder incurs “in an effort to maintain the solvency of the corporation.” Abrams v. Donati, 66 N.Y.2d 951, 498 N.Y.S.2d 782, 489 N.E.2d 751, 751 (1985). This rule applies regardless whether the corporation is a larger, publicly traded corporation, or a closely held corporation. See Wolf v. Rand, 258 A.D.2d 401, 685 N.Y.S.2d 708, 710 (App.Div.1999) (“Even where the corporation is closely held, and the defendants might share in the award, the claims belong to the corporation, and damages are awarded to the corporation rather than directly to the derivative plaintiff.”). However, there is an exception to this general principle of law: “Where the injury to the shareholder results from a violation of a duty owing to the shareholder from the wrongdoer, having its origin in circumstances independent of and extrinsic to the corporate entity, the shareholder has a personal right of action against the wrongdoer.” Fifty States, 396 N.Y.S.2d at 927 (citing Shapolsky v. Shapolsky, 53 Misc.2d 830, 279 N.Y.S.2d 747, 751 (Sup.Ct.1996), aff'd, 28 A.D.2d 513, 282 N.Y.S.2d 163 (App.Div.1967)); see New Castle Siding Co., 468 N.Y.S.2d at 21 (“Where ... the injury to a shareholder resulted from the violation of a duty owing to the shareholder from the wrongdoer, having its origin in circumstances independent of and extrinsic to the corporate entity, an individual cause of action may exist for a shareholder of an allegedly wronged corporation.” (citing Shapolsky, 279 N.Y.S.2d at 751)). Thus, an individual shareholder lacks standing to bring his or her claim where “the duty owed to the shareholder ] is ... indistinguishable from the duty owed to the corporation.” Vincel v. White Motor Corp., 521 F.2d 1113, 1121 (2d Cir.1975). Absent an independent duty, the shareholder’s perceived injury is deemed to be considered the same injury as that to the corporation and, consequently, the shareholder maintains no separate right of action separate and apart from the corporation’s. Fifty States, 396 N.Y.S.2d at 927 (citing Shapolsky, 279 N.Y.S.2d at 751). Therefore, this Court may only find that plaintiff maintains standing to assert his New York state law claims where his injuries resulted from the violation of an independent duty or duties owed to him by defendants. See id. (“[TJhere is no tort liability absent a duty independent of the contract obligation.”); see also EJS-Assoc Ticaret Ve Danismanlik Ltd. Sti. v. Am. Tel. & Tel. Co., No. 92 Civ. 3038, 1993 WL 546675, at *3 (S.D.N.Y. Dec.30, 1993) (Sotomayor, J.) (“The fact that a shareholder has suffered separate and distinct injuries is relevant only to the extent it demonstrates the existence of a separate and distinct wrong to such shareholder.”). The Court thus will determine, as a threshold matter, whether plaintiff maintains standing to assert his respective claims. III. Plaintiffs Five Causes of Action Plaintiff seeks leave to amend his complaint in order to re-assert the following five claims: (1) detrimental reliance, based on the alternative grounds of promissory estoppel and negligent misrepresentation; (2) breach of fiduciary duty; (3) slander per se; (4) tortious interference with prospective economic advantage; and (5) injurious falsehood. The legal standards governing these causes of action follow. A. Detrimental Reliance 1. Plaintiffs Standing to Plead Promissory Estoppel Because plaintiff is not suing derivatively on behalf of Smartix, he may only maintain his promissory estoppel claim against defendants to the extent he pleads adequately injuries resulting from “the violation of a duty owing to ... [him] from the wrongdoer, having its origin in circumstances independent of and extrinsic to the corporate entity.” New Castle Siding Co., 468 N.Y.S.2d at 21. Plaintiffs close affiliation with Smartix, as its Chairman, CEO, and majority common stock shareholder alone does not confer upon him standing to sue for any injuries suffered by Smartix as a corporate entity, or any personal injuries incidental to those damages suffered by Smartix as a corporate entity. Id. The purpose of the Court’s inquiry, then, is to determine whether SCOA and Mr. Graustein owed an independent duty to plaintiff. The relevant allegations are that after plaintiff approached SCOA about making a bridge loan to Smartix (Proposed Am. Compl. ¶ 125), SCOA declined, but Mr. Graustein suggested that plaintiff and other Smartix individuals make the loan (Proposed Am. Compl. ¶ 126), and plaintiff acquiesced (Proposed Am. Compl. ¶¶ 127-28). The parties then entered into the July 2002 Agreement on July 2, 2002, and, thereafter, between July 2002 and October 2003, plaintiff made nine additional loans to Smartix (Proposed Am. Compl. ¶¶ 140-41) based on SCOA’s continuous representations that it had located other investors ready to invest in Smartix (Proposed Am. Compl. ¶ 132) and that SCOA itself would make additional investments should the need arise (Proposed Am. Compl. ¶ 133). These additional loans were made by plaintiff, in part, because of “SCOA’s relationship of trust and confidence with Mr. Henneberry.” (Proposed Am. Compl. ¶ 139.) The complaint is bereft of any explicit allegation that an independent “duty” existed between the parties. Language that- arguably comes close to approximating an allegation of such a duty is the statement that there existed a “relationship of trust and confidence” between the parties, which induced plaintiff to continue loaning money to Smartix (after making the original $100,000 bridge loan). (Proposed Am. Compl. ¶ 139.) A “relationship of trust and confidence” does not, without more, establish an independent duty between plaintiff and defendants. Cf. Nat’l Westminster Bank, U.S.A. v. Ross, 130 B.R. 656, 679 (S.D.N.Y.1991) (“Where parties deal at arms length in a commercial transaction, no relation of confidence or trust sufficient to find the existence of a fiduciary relationship will arise absent extraordinary circumstances.”), aff'd, Yaeger v. Nat’l Westminster, 962 F.2d 1 (2d Cir.1992) (table). This notwithstanding, the allegation that a “relationship of trust and confidence” existed is legally conclusory and therefore deficient, see Moscowitz v. Brown, 850 F.Supp. 1185, 1190 (S.D.N.Y.1994) (Preska, J.) (“Baldly conclusory statements that fail to give notice of the basic events of which the plaintiff complains need not be credited by the court.”), abrogated on other grounds by Lauture v. Int’l Bus. Machs. Corp., 216 F.3d 258 (2d Cir.2000), absent the pleading of other, factual allegations in support of such a relationship. In explaining the dealings between the parties, the complaint contains few allegations that speak to a relationship between SCOA and plaintiff; the complaint, for the most part, speaks to the relationship between SCOA and Smartix. For example, plaintiff alleges that SCOA’s Corporate Business Development Division (“CBDC”) possessed special expertise (Proposed Am. Compl. ¶ 39) that allowed it to provide advice and guidance to Smartix in order to help Smartix get off the ground (Proposed Am. Compl. ¶ 40). That advice and guidance included, but was not limited to, the formulation of a business plan for Smartix, the formulation of budgets ... [and] staffing, the presentation of Smartix to investors, training Smartix[’s] staff on how to make presentations to investors, locating additional investors, and sharing SCOA’s institutional knowledge and experience with regard to the potential problems a start-up company like Smartix could face. (Proposed Am. Compl. ¶ 40 (emphasis added).) Similarly, plaintiff avers that Mr. Graustein, a Senior Vice President and General Manager in the CBDC, possesses specialized skill, knowledge, and experience which allowed him to provide to Smartix the same advice and guidance that SCOA provided. (Proposed Am. Compl. ¶ 41.) Plaintiff also alleges that Jeffrey Frank, SCOA’s Director of Corporate Business Development (Proposed Am. Compl.' ¶ 43), was assigned to provide Smartix with his special skills and expertise (Proposed Am. Compl. ¶ 46). Mr. Frank’s division would conduct meetings “with Smartix” concerning “how to operate Smartix. ” (Proposed Am. Compl. ¶ 48 (emphasis added).) The flaw in these allegations is that the “advice and guidance” that plaintiff describes was “provided by SCOA to Smartix.” (Proposed Am. Compl. ¶40 (emphasis added).) Allegations concerning plaintiffs personal relationship with defendants merely state that he “was in constant contact” with Mr. Frank and Mr. Graustein (Proposed Am. Compl. ¶ 47) and that he came to “trust and rely” upon their counsel “with regard to business matters involving Smartix” (Proposed Am. Compl. ¶ 49 (emphasis added)). The fact that plaintiff was in “constant contact” with Mr. Graustein and Mr. Frank (Proposed Am. Compl. ¶ 47), and that the three maintained a “close working relationship” (Proposed Am. Compl. ¶49), alleges nothing more than a business relationship between an investors’ two employees and the Chairman and CEO of the company receiving the investment. Such allegations describe an arms length transaction. Cf. Nat’l Westminster Bank, 130 B.R. at 679 (requiring “extraordinary circumstances” within an arms length transaction in order to give rise to a fiduciary relationship). However, plaintiff offers three other allegations that arguably imply an independent duty specific to plaintiff: (1) Mr. Graustein told plaintiff that he, and other Smartix employees, should make á $100,000 bridge loan to Smartix; (2) it would be beneficial for plaintiff to make additional loans to Smartix to cover operating expenses because SCOA would look favorably upon it when called upon to make additional investments; and (3) plaintiff should advance additional loans to Smartix to cover operating expenses while SCOA was obtaining additional investment. Making all reasonable inferences in favor of plaintiff, these allegations of a personal inducement by SCOA to plaintiff, and plaintiffs detrimental reliance thereon, may be read to imply the existence and breach of an independent duty running between defendants and plaintiff. The Court’s determination turns on the fact that the statements are claimed to have been made to plaintiff personally, and not to all Smartix shareholders, thus raising the inference that a separate “wrong” solely injured plaintiff. Relevant case law compels such a conclusion. See, e.g., EJS-Assoc, 1993 WL 546675, at *3 (declining to find an independent duty owed to plaintiffs where plaintiffs made no “claim that ... [defendant] made any statements to them personally upon which they relied, or did anything to cause them to change their position in any way” (emphasis added)); Koal Indus. Carp. v. Asland, S.A., 808 F.Supp. 1143, 1163-64 (S.D.N.Y.1992) (requiring plaintiffs injury to arise out of a relationship with defendant separate and apart from plaintiffs relationship with defendant as a shareholder). Consequently, the Court finds that plaintiff maintains standing to assert his promissory estoppel claim. 2. Plaintiffs Standing to Plead Negligent Misrepresentation Plaintiff maintains standing to assert his negligent misrepresentation claim for the same reasons he maintains standing to bring his promissory estoppel claim: SCOA’s allegedly false representations that it would make the $3-5MM Investment, that plaintiff should made additional loans while SCOA obtained additional investment, and that it would make additional investments should the need arise were all made to plaintiff directly and, as a result, plaintiff changed his position individually, and not in his capacity as a Smartix shareholder, to his detriment. See EJS-Assoc, 1993 WL 546675, at *2. 3. Promissory Estoppel Standards A claim for promissory estoppel under New York law requires a party to demonstrate that (1) a speaker made a clear and unambiguous promise; (2) it was reasonable and foreseeable for the party to whom the promise was made to rely upon the promise; and (3) the person to whom the promise was made relied on the promise to his or her detriment. Esquire Ra dio & Elecs., Inc. v. Montgomery Ward & Co., Inc., 804 F.2d 787, 793 (2d Cir.1986). Courts have held that, absent a distinct communication to be bound, a statement by one party to another that evinces the speaker’s desire to consummate or further a commercial transaction does not constitute a clear and unambiguous promise. For example, statements such as “‘we’re partners’ ” and “ ‘we look forward to growing together,’ ” when made by experienced negotiators in the course of a collective bargaining agreement negotiation, are not clear and unambiguous promises to renew the subject agreement. Marine Transp. Lines, Inc. v. Int’l Org. of Masters, Mates, & Pilots, 636 F.Supp. 384, 391 (S.D.N.Y.1986) (Weinfeld, J.); see also Media Sport & Arts s.r.l. v. Kinney Shoe Corp., No. 95 Civ. 3901, 1997 WL 473968, at *13 (S.D.N.Y. Aug.20, 1997) (Leisure, J.) (finding defendant’s statements that “‘FIBA may proceed to act on the enclosed offer without limitation’ ” and “ ‘FL and FIBA are going to make a great team’ ” were not clear and unambiguous promises); Cohen v. Lehman Brothers Bank, 273 F.Supp.2d 524, 529-30 (S.D.N.Y.2003) (Preska, J.) (holding defendant’s statement that “ ‘she would work through’ the issues raised by plaintiffs about the deal” prior to execution of a loan mortgage agreement could not be construed as a clear and unambiguous promise (citing Media Sport & Arts s.r.l., 1997 WL 473968, at *13)); Chemical Bank v. City of Jamestown, 122 A.D.2d 530, 504 N.Y.S.2d 908, 909-10 (App.Div.1986) (finding plaintiffs promissory estoppel claim inapplicable where defendant’s statements that the subject loan would close could not constitute clear and unambiguous promises because defendant further stated that closing was subject to the execution of governing documents). According to the second element, plaintiff must demonstrate that the actions it took in reliance on defendant’s promise were “unequivocally referable” to the alleged promise. Ripple’s of Clearview, Inc. v. Le Havre Assocs., 88 A.D.2d 120, 452 N.Y.S.2d 447, 449 (App.Div.1982) (citing Woolley v. Stewart, 222 N.Y. 347, 118 N.E. 847, 848 (1918)). A plaintiff fails to demonstrate that its actions were “unequivocally referable” to the promise where they instead may be attributable to the performance of plaintiffs normal business operations. Id. The third and last element requires the plaintiff to have relied on the promise to his or her detriment, thus resulting in damages. See Silver v. Mohasco Corp., 94 A.D.2d 820, 462 N.Y.S.2d 917, 920 (App.Div.1983) (“For promissory estoppel to apply herein there must have been pleaded by plaintiff an injury stemming from his reliance upon a clear and unambiguous promise by Mohasco .... ”), aff'd, 62 N.Y.2d 741, 476 N.Y.S.2d 822, 465 N.E.2d 361 (1984); see also Kaye v. Grossman, 202 F.3d 611, 615 (2d Cir.2000) (citing Silver with approval). 4. Plaintiffs Allegations in the Proposed Amended Complaint Plaintiff avers that he relied to his detriment on the following promises made by defendants: (1) SCOA’s promise in Spring 2002 to make the $3-5MM Investment; (2) SCOA’s continuing “advise[ments]” (Proposed Am. Compl. ¶ 132) and “representations” (Proposed Am. Compl. ¶ 139) from July 2002 through October 2003, that it had located investors who were “ready” and/or “willing” to invest in Smartix; and (3) SCOA’s repeated “indications]” (Proposed Am. Compl. ¶ 133), from July 2002 through October 2003, that it “would be willing” to make additional investments to Smartix “should the need arise,” including Mr. Graustein’s representation that SCOA would “look favorably” upon investing additional monies in Smartix if plaintiff himself made additional loans to Smartix. Plaintiff alleges that, as a result of the first promise, he made the $100,000 bridge loan to Smartix, which he could not recoup because SCOA never made the $3-5MM Investment. With respect to the second and third groups of representations, plaintiff alleges that he made the nine additional loans to Smartix, none of which he has been able to recoup. 5. Promissory Estoppel Standards as Applied to Plaintiffs Allegations i. Defendants’ Promise to Make the $3-5MM Investment In its prior Order, the Court held that plaintiff satisfied the first element of his promissory estoppel claim by alleging a clear and unambiguous promise: SCOA’s commitment to plaintiff to make the $3-5MM Investment. Henneberry v. Sumitomo Corp. of Am., No. 04 Civ. 2128, 2005 WL 991772, at *8 (S.D.N.Y. Apr.27, 2005). The Court previously dismissed the claim, though, on the ground that plaintiff failed to plead that it was foreseeable that plaintiff would make the $100,000 bridge loan to Smartix, noting that plaintiff’s loan did not appear to be “an ordinary course of conduct that SCOA should have anticipated.” Id. In the proposed amended complaint, plaintiff seeks to remedy this deficiency by including an allegation that “[i]t was foreseeable that Mr. Graustein’s statement [that SCOA would not make a bridge loan] would induce Mr. Henneberry, and others, to personally issue a bridge loan to Smartix until the $3/5 million investment from SCOA closed.” (Proposed Am. Compl. ¶ 127.) While this statement is arguably conclusory and thus inadequate, plaintiff further alleges the fact that he expressly told Mr. Graustein that he would make “at least” a $100,000 loan to Smartix based on Mr. Graustein’s statement. (Proposed Am. Compl. f 127.) Thereafter, plaintiff alleges, he made the $100,000 bridge loan to Smartix. (Proposed Am. Compl. ¶ 128.) The latter communication between plaintiff and Mr. Graustein satisfies this element of plaintiffs claim because, if accepted as true, Mr. Graustein — and, by extension, SCOA — were put directly on notice by plaintiff that the loan would be made. Because his action was directly related to SCOA’s promise, see Ripple’s of Clearview, Inc., 452 N.Y.S.2d at 449 (citing Woolley, 118 N.E. at 848), the foreseeability of the loan being made is properly alleged. The final element requires plaintiff to rely on the promise to his detriment. Plaintiff alleges that SCOA’s promise was made in Spring 2002 (Proposed Am. Compl. ¶ 56) with a closing on the investment to occur in June 2002 (Proposed Am. Compl. ¶ 57). Noticeably missing from the amended complaint is the date on which plaintiff made the $100,000 bridge loan to Smartix. The amended complaint only states that “[p]rior to the closing date” of the $3-5MM Investment (Proposed Am. Compl. ¶ 125), plaintiff approached Mr. Graustein about SCOA making a bridge loan to Smartix, and after Mr. Graustein declined and suggested that plaintiff and other Smartix employees make it themselves, plaintiff went ahead and made the loan (Proposed Am. Compl. ¶¶ 126-28). His detrimental reliance — the provision of the bridge loan to Smartix — was therefore made before Mr. Graustein’s oral revocation of the promise on June 4, 2002. (Proposed Am. Compl. ¶ 62.) Consequently, plaintiff has pleaded sufficiently his detrimental reliance on defendants’ promise. ii. Defendants’ Continuing Representations Regarding Willing Third-Party Investors The Court held previously in its April 27, 2005 Order that SCOA’s representations that it “had located investors interested in investing in Smartix” were neither clear nor ambiguous promises to obtain investors. Henneberry v. Sumitomo Corp. of Am., No. 04 Civ. 2128, 2005 WL 991772, at *9 (S.D.N.Y. Apr.27, 2005). Instead, the Court held as a matter of law that the claim was facially deficient because, at most, the statements “constituted representations that SCOA had already contacted interested investors.” Id. Plaintiff now alleges that between July 2002 and October 2003, SCOA told plaintiff that it had “located investors who were ready to invest in Smartix” (Proposed Am. Compl. ¶ 132) and “who were willing to invest in Smartix” (Proposed Am. Compl. ¶ 139), as distinguished from the “interested” third-party investors in the original complaint. The question before the Court, then, is whether SCOA’s purported representations to plaintiff that SCOA had identified “ready” and/or “willing” investors, rather than mere “interested” investors, transform his previously deficient claim into a viable one. That question must be answered in the negative. Plaintiffs modification of his original allegations to claim that SCOA had located ready and willing investors misses the mark entirely. The gist of plaintiffs allegations regarding third-party investors, in no better terms, is that he was duped into making loans to Smartix because defendants were not truthful when they were continually representing to him that they were in the process of seeking out investors to invest in Smartix. (See Proposed Am. Compl. ¶ 135.) Plaintiff claims that defendants nefariously made these representations to induce him to make loans to Smartix out of his own pocket in order to keep Smartix afloat. (See Proposed Am. Compl. ¶ 136.) Nowhere, however, is there any allegation that amounts to a preceding promise made by defendants to plaintiff to locate such investors. For instance, there is no mention of any preliminary conversation or meeting between defendants and plaintiff in which they promised to undertake the procurement of outside investors. Plaintiff merely asserts that, in hindsight, defendants’ representations that they were looking for investors were false. Without a personal promise to undertake this obligation — i.e., to obtain third-party investors — the actions taken were gratuitous and are, therefore, not actionable under a promissory estoppel theory. This reasoning applies, a fortiori, to plaintiffs other allegations that Mr. Graustein told him that “SCOA was obtaining additional investment” (Proposed Am. Compl. ¶ 77) and that plaintiff believed that SCOA was employing its “best efforts” to locate investors (Proposed Am. Compl. ¶ 78). Again, a statement by SCOA that it was obtaining additional investment does not allege a promise to do so, nor does it even imply that the steps being taken were being done in fulfillment of a previous promise to do so. Plaintiffs belief that SCOA was employing its best efforts is an entirely different allegation than one which states that SCOA had promised to employ its best efforts. One’s belief about another party’s intentions does not a promise make. As discussed below, these representations are better characterized under negligent or fraudulent misrepresentation theories. iii. Defendants’ Various Representations Concerning SCOA Making Additional Investments in Smartix Plaintiffs proposed amended complaint contains various allegations that defendants repeatedly told him that SCOA would make additional investments in Smartix. Plaintiff claims that he reasonably and foreseeably relied on these continuous representations by making nine additional loans to Smartix for which he expected to be made whole down the line. The specific allegations are as follows: (1) between July 2002 and October 2003, SCOA “indicated” to plaintiff that SCOA “would be willing to make additional investments in Smartix should the need arise” (Proposed Am. Compl. ¶ 133); (2) Mr. Graustein informed plaintiff “that it would be beneficial for Mr. Henneberry to advance monies to cover operating expenses” because SCOA would look upon such advancements “favorably” when asked to make additional investments in Smartix (Proposed Am. Compl. ¶ 134); (3) SCOA stated at a October 9, 2003 meeting that it was “interested” in investing in Smartix (Proposed Am. Compl. ¶ 118); and (4) SCOA instructed plaintiff to tell Mr. Dee of the Boston Red Sox that “enough capital would be put into the company for it to operate for the [2004] season and that if the company cannot proceed to fulfill its’ [sic] obligations as an ongoing entity (at that point) that a licensing' option would be part of the Red Sox agreement so that they could continue to operate the program in that event.” (Proposed Am. Compl. ¶ 119). Plaintiff alleges that he reasonably and foreseeably relied on these purported promises (Proposed Am. Compl. ¶ 139) to his detriment by making an additional nine loans to Smartix (Proposed Am. Compl. ¶ 141) for which he was never repaid (Proposed Am. Compl. ¶¶ 134-35). The first purported promise asserts that SCOA “indicated” to. plaintiff that it “would be willing to make additional investments in Smartix should the need arise.” (Proposed Am. Compl. ¶ 133.) The Court first notes that plaintiff does not allege that SCOA “promised” specific investments to Smartix, but only that SCOA “indicated” a willingness to invest. Once again, a party willing to act is merely “inclined or favorably disposed in mind,” Webster’s Ninth New Collegiate Dictionary 1350 (9th ed.1985), to do so, which, as noted above, falls short of a declaration to do or not do, as required by a claim for promissory estoppel. Compare Esquire Radio & Elecs., Inc. v. Montgomery Ward & Co., 804 F.2d 787, 793 (2d Cir.1986) (holding that statements such as “[w]e will buy the parts” and “[w]e are going to buy them from you anyway” constitute clear and unambiguous promises for purposes of promissory estoppel claim), with, e.g., Marine Transport Lines, Inc. v. Int'l Org. of Masters, Mates, & Pilots, 636 F.Supp. 384, 391 (S.D.N.Y.1986) (Weinfeld, J.) (finding one party’s statements that “ “we’re partners’ ” and “ “we look forward to growing-together’ ” to another party during a contract negotiation do not constitute promises to finalize and enter into a contract). Moreover, the statement does not constitute a firm declaration to invest in Smartix because it is conditional: SCOA’s willingness — which is deficient in itself — is only triggered “should the need arise.” (Proposed Am. Compl. ¶ 133 (emphasis added).) Because of this condition, the statement is even less clear and unambiguous than similar statements held to be too vague for promissory estoppel purposes in other eases. For example, in Cohen v. Lehman Brothers Bank, a lender told prospective borrowers prior to reaching an agreement on the loan that “ ‘she would work through’ ” the issues the borrowers had raised. 273 F.Supp.2d 524, 529 (S.D.N.Y.2003) (Preska, J.). While a borrower may find solace in such words, just as plaintiff did in SCOA’s indication that it would be willing to invest should the need arise, the law does not validate such assurances by transforming them into enforceable promises. Consequently, plaintiffs proposed promissory estoppel claim with respect to this specific allegation is found to not be colorable. Plaintiff’s second allegation is that he made additional loans to Smartix in reliance on Mr. Graustein’s statement that SCOA would look “favorably” upon them when SCOA “was called upon” to make additional investments to Smartix. (Proposed Am. Compl. ¶ 134.) Similarly, this statement does not constitute a clear and unambiguous promise and, therefore, it fails as a matter of law to plead a claim for promissory estoppel. Plaintiff again fails to distinguish between a representation, such as this one, that SCOA might be more inclined to make an investment under certain circumstances, from a clear promise to invest. Statements that may lead another to act are not enforceable on a promissory estoppel theory unless they unequivocally communicate a promise. See Marine Transport Lines, Inc., 636 F.Supp. at 391 (finding one party’s statements that “ ‘we’re partners’ ” and “ ‘we look forward to growing together’ ” to another party during a contract negotiation do not constitute promises to finalize and enter into a contract). The third allegation also fails to plead a clear and unambiguous promise. Plaintiff alleges that SCOA stated at an October 9, 2003 meeting that it was “interested” in investing in Smartix. (Proposed Am. Compl. ¶ 118.) Nothing in this statement equals a clear promise to invest. SCOA’s interest, at most, communicated that plaintiff had grabbed SCOA’s attention and was open to further dialogue. As the Court previously noted in the context of another allegation, a preliminary representation implying a desire to “look into” investing does not evidence a promise to be bound. Henneberry v. Sumitomo Corp. of Am., No. 04 Civ. 2128, 2005 WL 991772, at *9 (S.D.N.Y. Apr.27, 2005) (emphasis added). Plaintiffs fourth allegation is that SCOA instructed him to tell Mr. Dee of the Boston Red Sox the following statement concerning SCOA’s “intentions” about future investments: [Ejnough capital would be put into the company for it to operate for the [2004] season and that if the company cannot proceed to fulfill its’ [sic] obligations as an ongoing entity (at that point) that a licensing option would be part of the Red Sox agreement so that they could continue to operate the program in that event. (Proposed Am. Compl. ¶ 119.) This instruction was made to plaintiff in his capacity as an officer of Smartix, and not by reason of any independent relationship with plaintiff as an individual. Plaintiff was directed to relate to Mr. Dee SCOA’s intentions to invest in Smartix, and nothing was said to induce plaintiffs personal reliance. Even if plaintiff did maintain standing to use this purported promise to support his claim, it fails for other reasons. The instruction came after plaintiffs September 9, 2003, meeting with Mr. Dee in w