Full opinion text
MEMORANDUM AND ORDER MELINDA HARMON, District Judge. ROADMAP 751 I. Factual Background and H-03-1580 ......... II.Pending Motions...........................................................757 A. H-03-1580 ............................................................ 757 B. H-03-1579 ............................................................757 C. H-03-1558..:.........................................................758 III. Motions in H-03-1580 ......................................................760 A. CRRA’s Motion to Remand and/or Abstain or to Strike, Dismiss or Sever and Remand.........................................................760 B. Court’s Ruling on Key Issues............................................761 1. “Related To” Bankruptcy Jurisdiction.................................761 2. Well Pleaded Complaint Rule........................................763 3. CRRA’s Motion to Abstain...........................................764 4. CRRA’s Motion to Strike, Dismiss or Sever and Remand Apportionment Complaint.........................................765 IV. Motions in H-03-1558 ......................................................774 A. CRRA’s Motion to Remand or Abstain or to Strike, Dismiss or Sever.........774 B. CRRA’s Motion to Stay.................................................775 C. CRRA’s Petition for Certification of Interlocutory Appeal...................775 D. Credit Agencies’ Motion for Leave to File Motions to Dismiss or For Stay of Discovery.........................................................776 E. CRRA’s Motion to Consolidate...........................................777 F. CRRA’s Motion to file Sur-Reply........................................777 G. Defendant Andrews & Kurth LLP’s Motion to Dismiss .....................777 1. Allegations in the Complaint.........................................777 2. The Arguments and Court’s Comments................................778 3. Court’s Rulings ....................................................788 a. Personal Jurisdiction............................................788 b. Applicable State Law ...........................................790 c. Standing ......................................................797 d. CUTPA.......................................................799 e. Aiding and Abetting Negligent and/or Fraudulent Misrepresentation............................................801 (1.) General Challenges.........................................801 (2.) The Elements of a § 876(b) in Connecticut.....................804 (a.) Scienter...............................................804 (b.) Substantial Assistance...................................805 H. Credit Rating Agencies’ Motions to Dismiss...............................808 1. N egligent Misrepresentation.........................................809 a. Rating Agencies’ Arguments.....................................809 b. Court’s Ruling on Negligent Misrepresentation Claim...............815 (1.) First Amendment Protection.................................817 (2.) Duty of Care...............................................826 2. CUTPA...........................................................827 a. Rating Agencies’ Arguments.....................................827 b. Court’s Ruling on CUTPA claims.................................830 (1.) Professional Negligence Exemption...........................830 (2.) Unfair Practice that Violates CUTPA: The Cigarette Rule.....833 V.Summary of Rulings........................................................835 A. H-03-1580 ............................................................ 835 B. H-03-1558 ............................................................835 C. H-03-1579 ............................................................836 Plaintiff Connecticut Resources Recovery Authority (“CRRA”) filed the three, above referenced, related actions in Connecticut state court, each of which was removed and ultimately transferred to this Court by the Judicial Panel on Multidistrict Litigation for pretrial consolidation with MDL 1446. All three are brought by Richard Blumenthal, Attorney General of the State of Connecticut, on behalf of CRRA, a Connecticut State agency created and controlled by statute, to recover public money lost or damages for injury allegedly suffered by CRRA when Enron Corporation (“Enron”) and its subsidiary, Enron Power Marketing, Inc., stopped payments to CRRA in breach of an agreement known as the “Enron Transaction” and filed for chapter 11 bankruptcy protection on December 2, 2001. The suits in part arise out of the same nucleus of facts regarding purportedly ultra vires contractual agreements comprising the Enron Transaction, executed in December 2000 by CRRA, Connecticut Light & Power (“CL & P”), and Enron. CRRA on the one hand, in H-03-1558 and H-03-1579, claims that the Enron Transaction was part of the same fraudulent pyramid scheme that has been asserted in Newby and in many of the MDL 1446 actions (involving lawyers, accountants, investment banks, etc.) to misrepresent Enron’s financial condition and to lure and defraud investors and businesses. Simultaneously CRRA maintains that its claims in H-03-1580 against three law firms for their role in advising CRRA and structuring the Enron Transaction are separate and unrelated to Enron’s financial collapse, even though a substantial portion of its damages resulted when Enron filed for bankruptcy and stopped payments owed to CRRA under the Enron Transaction agreements. Because some of the pending motions in the three suits are interrelated, the Court addresses the motions in all three actions in this memorandum order. I. Factual Background and H-03-1580 A malpractice suit, now designated H-03-1580, Connecticut Resources Recovery Authority v. Murtha Cullina, LLP, et al., was originally filed in the Superior Court for the Judicial District of Hartford, Connecticut under docket number CV 02 0818783 S, then transferred to the Waterbury Complex Litigation Docket under number (X06) CV 02 0174569 S, from which it was removed by some of the subsequently added Third-party Apportionment Complaint Defendants to the United States District Court of the District of Connecticut, before being transferred to the undersigned judge by the Judicial Panel on Multidistrict Litigation. The causes of action asserted under Connecticut state law in the original Complaint, filed on August 7, 2002, are breach of a legal services agreement, negligence, and indemnification against CRRA’s outside counsel, Murtha Cullina, L.L.P. (“Murtha”) and Hawkins, Delafield and Wood (“Hawkins, Delafield”). Ex. A to # 1. On November 26, 2002, Defendant Leboeuf, Lamb, Greene & McCrae (“Leboeuf’), which served as outside counsel for Enron during the Enron Transaction and whose opinion letters were allegedly relied upon by CRRA in consummating the Enron Transaction, was added in an Amended Complaint, the governing pleading here. Part of Ex. C to #1. The causes of action asserted against Leboeuf are negligent misrepresentation, fraudulent misrepresentation, and violation of the Connecticut Unfair Trade Practices Act (“CUTPA”), Connecticut General Statutes (“C.G.S.”) § 42-110a, et seq. Since H-03-1580 focuses most narrowly on the nature of CRRA’s business relationship to the three law firms, and to non-party Enron, in the Enron Transaction, the seed which ultimately gave rise to the all three suits, the Court begins with it to provide factual background. CRRA alleges the following background facts. H-03-1580 was brought by the Attorney General of the State of Connecticut, on behalf of CRRA, “a public instrumentality and political subdivision of the state of Connecticut pursuant to Conn. GemStat. § 22a-257 et seq. (the Solid Waste Management Services Act),” which manages, recycles, and disposes of solid waste for most of Connecticut’s towns. Under waste management services contracts, 169 Connecticut towns paid CRRA’s operating expenses and provided at least minimum amounts of waste and recyclables for disposal, while CRRA operated facilities to burn solid waste and convert the resulting waste heat into steam or electricity, which CRRA then sold under energy purchase agreements, and used the funds generated to defray garbage hauling fees charged by CRRA to the member towns. The towns are divided into, and financially guarantee, four regional “projects” that are financially independent of CRRA. Original Complaint at 1-3, Ex. A to Notice of Removal (instrument # 1). The project involved in this dispute is the Mid-Connecticut Project. A statutorily created state agency, CRRA is authorized by C.G.S. § 22a-269 to issue tax-exempt bonds to construct, operate and maintain the Projects; the bonds are secured by contracts that CRRA entered into with the member towns, which provide the waste and recyclables and pay CRRA’s operating expenses, and by other CRRA assets. The statute limits CRRA’s authority by allowing it to make only secured loans specifically for the acquisition, construction or reconstruction of waste management projects, and to make only safe, conservative investments in government securities. It may also only make loans of “funds not needed for immediate use” to municipal or regional waste management authorities to establish waste management projects. Id. at 7. Internal procedures allow CRRA to make loans to private entities “only as part of comprehensive financial agreements related to solid waste facility financings,” and such loans must be approved by CRRA’s Board of Directors or those to whom or to which such authority has been delegated by the Board of Directors. For years CRRA used money derived from the sale of bonds to construct and maintain several “trash-to-energy” plants to burn solid waste from member towns to create steam, which it then sold to CL & P for conversion into electricity. CRRA then used the proceeds from the sale of the electric or steam energy and the per-ton garbage hauling (“tipping”) fees charged to member towns to pay for CRRA’s operating expenses and the principal and interest payments on its bonds. In 1985, before deregulation, CRRA and CL & P entered into a long-term energy purchase agreement (“the 1985 EPA”), which was to govern until May 2012 and under which CRRA would sell to CL & P the steam from the plant generated by the burning of the solid waste in the Mid-Connecticut Project for conversion into electricity at a set rate of 8.5 cents per kilowatt hour of the electricity that was produced. This price was above the prevailing price in the New England regional wholesale electricity market. In the wake of energy deregulation in 1998, the Connecticut Deregulation Act (P.A. 98-28) required utilities like CL & P to focus on distribution and transmission of electricity and to divest themselves of power generation facilities. Thus these utilities sought to divest themselves of purchasing contracts like the 1985 EPA by means of buyouts, buydowns, or restructuring of their contracts, including a number that CL & P had with CRRA. To compensate the energy suppliers, like CRRA, for the loss of above-market price under the 1985 EPA, the utilities would make an up-front lump-sum payment to the suppliers in the buydowns. After obtaining the necessary approval, CL & P issued state-tax-exempt Rate Reduction Bonds, provided for by the Connecticut General Assembly in the Deregulation Act, to produce the capital necessary to effectuate the buydowns. Subsequently, CL & P and CRRA entered into a memorandum of understanding, pursuant to which CL & P would pay up front approximately $280 million to CRRA to eliminate or reduce CL & P’s 1985 EPA obligation to purchase steam from CRRA until May 2012 at an above-market valuation. Moreover, as another part of the Enron Transaction, CL & P agreed to buy all the power generated by the newly sold facility, known as South Meadow, in Hartford, Connecticut, but at a lower price than it was obligated to pay before. According to the amended complaint in the main case, Murtha Cullina, CRRA’s long-time counsel, in a purported conflict of interest, represented CRRA in these negotiations, while its lobbying arm simultaneously worked for Enron to open governmental work and business opportunities, in particular approval of a publicly funded fuel cell project, in Connecticut that would involve CRRA. In December 2002 Enron became involved in the Mid-Connecticut Project buydown, i.e., the allegedly illegal and statutorily unauthorized Enron Transaction, comprised of five main contracts and two agreements dated December 22 and December 28, 2000, which replaced the 1985 EPA between CRRA and CL & P. Of the $280 million received from sale of the Rate Reduction Bonds, CRRA took $60 million, of which it used $10 million to buy the electricity-generating facilities, the land on which they sat, and the equipment owned by CL & P, $27 million to clean up the environmental contamination at the site, and $23 million for its own needs. CRRA instructed CL & P to provide the remaining $220 million directly to Enron and structured the repayment of this unsecured “loan” in two separate monthly payments, one of $2.2 million and the other $175,000, by Enron to CRRA over an eleven-and-one-half-year period (for a total of $294.8 million with interest). CRRA purportedly did not receive any collateral, surety bond, or risk-management interest to secure the deal with Enron outside of a contractual guarantee by Enron to repay Enron’s obligations. Thus the complaints in these three actions contend that what was in actuality an illegal loan of $220 million by CRRA to Enron was disguised, camouflaged and/or manipulated by the law firms, which drafted the documents, so that it would instead appear on Enron’s financial books as an energy transaction, creating a big cash infusion for the company. Murtha Cullina and Hawkins, Delafield purportedly set up the unsecured loan for CRRA, and Leboeuf acted as Enron’s counsel on the transaction, which CRRA contends was illegal, ultra vires, and void ab initio because CRRA did not have the statutory authority to lend the $220 million to Enron. CRRA maintains that in actuality Enron’s role in the Enron Transaction was limited to that of borrower obligated to repay the $220 million loan to CRRA with interest; Enron never had custody or control of the steam or electricity, never generated either type of energy, assumed none of the actual risk, which at all times was borne by CRRA, and made no profit on the energy transfer, nor did it handle its own billing or payment for power delivered to CL & P by CRRA. Moreover, according to the amended complaint, in a December 28, 2000 memorandum, Hawkins, Delafield predicted that CRRA was “almost certain to” receive $26.4 million per year, whether or not CRRA produced any energy in that contract year. Enron’s monthly payments to CRRA began in April 2001 and were to end in 2012; Enron made the payments only until it and Enron Power Marketing, Inc. (“EPMI”), a subsidiary of Enron, filed for protection under the bankruptcy laws on December 2, 2001. In addition, the complaint asserts that Murtha Cullina and Hawkins, Delafield secretly developed a plan to divert monies from the financially independent Mid-Connecticut Project into CRRA’s own accounts to fund a new and risky venture in alternative energy technologies. On the advice of Murtha Cullina and Hawkins, Delafield, which allegedly did not inform the towns of the Enron Transaction nor disclose the risk involved nor obtain the member towns’ approval, while the $2.2 million monthly payment went to the Mid-Connecticut Project, the $175,000 monthly payment went into a new CRRA Non-Project Ventures Fund for use outside the Mid-Connecticut Project. The complaint charges that the Enron Transaction, involving CRRA, CL & P, and Enron, developed and documented by Murtha Cullina and Hawkins, Delafield, was an illegal contract not only outside the scope of CRRA’s statutory authority, but also in violation of CRRA’s internal procedures, and that it threatened the financial stability of the Mid-Connecticut project. The complaint further alleges that Murtha Cullina and Hawkins, Delafield failed to advise CRRA to retain financial advisors to examine the merits of the transaction as well as to warn of any risks involved in doing business with Enron. Moreover under the tax arbitrage laws non-profit, tax-exempt entities like CRRA are not allowed to profit from their tax-exempt status and may not use capital raised by issuing tax-exempt bonds to make net profits on financial investments, but must rebate any such profits to the IRS. The complaint states that CRRA was paying its Mid-Connecticut bond holders about 5 and 1/2% from bond proceeds on any earnings, while Enron was paying CRRA 7%. Thus CRRA should have been paying the difference back to the IRS, as well as the diverted $175,000 monthly payment. However Murtha Cullina and Hawkins, Delafield drafted the contract to make it appear that the monthly payment in the Enron Transaction was an ongoing energy sale not covered by the arbitrage laws. Hawkins, Delafield also reassured the Board of Directors that the Enron Transaction had no federal tax arbitrage implications and issued an erroneous opinion that CRRA was authorized to enter into the transaction and did not need bondholder consent. Murtha Cullina’s and Hawkins, Delafield’s advice and guidance in the Enron Transaction, undisclosed to the towns or to the bondholders and bond trustee, allegedly endangered the tax-exempt status of CRRA’s bonds, created a substantial risk of higher operating costs for the Mid-Connecticut Project and of tipping fees for the towns, threatened the Project’s ability to repay its bondholders, and menaced the Project’s financial stability. Procedurally, the malpractice suit against CRRA’s and Enron’s attorneys was significantly modified when, according to CRRA, on December 12, 2002, Hawkins, Delafield became an “Apportionment Plaintiff’ by impleading forty-eight Third-Party Defendants, including former Enron executives and directors, and Arthur Andersen LLP along with a number of partners in that accounting, auditing and consulting firm, by filing what Connecticut calls an “Apportionment Complaint” for potential liability for a proportionate share of the damages sought by CRRA under Connecticut General Statutes (“C.G.S.”) §§ 52 — 102(b) and 52-572(h), as amended by Public Act (“P.A.”) 99-69. Apportionment Complaint, Ex. B to the Notice of Removal (# l). CRRA asserts that nearly all the Third-Party Defendants to H-03-1580 had already been sued in state court by CRRA in a separate action alleging fraud, intentional torts, and violation of the CUTPA, based on Enron’s purported concealment of its financial instability and fraudulent business dealings from CRRA. That case has since been removed and transferred to this Court by the Multidistrict Litigation Judicial Panel, and is now pending before the undersigned judge as H-03-1558. The parties frequently refer to the pleading in H-03-1558 as the “global complaint” and the suit as the “global action” or “global suit.” In essence, H-03-1558 alleges virtually the same kind of fraudulent scheme attacked by Lead Plaintiff in Newby in complaining that Defendants fraudulently helped Enron hide its financial instability and fraudulent business deals from the public, including CRRA, and precipitated Enron’s financial collapse and CRRA’s loss of $220 million that it had lent to Enron. The Third-Party Apportionment Complaint in H-03-1580 is modeled upon and repeatedly references the global complaint, according to CRRA. Procedurally as well as substantively distinguishable from the other two suits, the legal malpractice suit, H-03-1580, was removed to federal district court not by the Defendant law firms, but by some of the Third-Party “Apportionment Defendants” under C.G.S. § 52-102b(a). The Apportionment Defendants argue that federal jurisdiction exists over the whole suit under 28 U.S.C. §§ 1334(b) and 1452 and Bankruptcy Rule 9027 because the third-party complaint is “related to” Enron’s bankruptcy proceeding, pending before Judge Arthur Gonzalez in the United States Bankruptcy Court for the Southern District of New York, In re Enron Corp., No. 01-16034. Specifically Apportionment Defendants maintain that the Apportionment Complaint is “related to” the Enron bankruptcy proceedings because (1) the factual and legal issues in this case relate to those in Adversary Proceeding No. 02-02727 between CRRA and Enron before Bankruptcy Judge Arthur Gonzalez and (2) that if Apportionment Plaintiff Hawkins, Delafield prevails against some of the Third-Party Defendants, Enron may owe contribution or indemnity to some of the Apportionment Defendants for costs of litigating this suit, which would reduce the amount in the bankruptcy estate. II. Pending Motions A. H-03-1580 Pending before the Court in H-03-1580, initially alleging malpractice against Defendants Murtha Cullina and Hawkins, Delafield under Connecticut state law, arising out of legal services provided to CRRA relating to the Enron Transaction involving CRRA, CL & P, and Enron Corporation (“Enron”), are inter alia the following motions: (1) Apportionment Defendants Frank Savage and Herbert S. Winokur, Jr.’s motion (filed prior to transfer of the suit to this district) to consolidate H-03-1580 with what is now H-03-1558, Connecticut Resources Recovery Authority v. Kenneth L. Lay, et al., also pending before the undersigned judge as part of the civil Enron litigation, MDL 1446 (instrument # 15); (2) Plaintiff CRRA’s motion to remand (to the Superior Court for the Judicial District of Waterbury, Connecticut) and/or abstain (# 72) [or alternatively to strike, dismiss or sever the third-party complaint pursuant to Rule 14(a) of the Federal Rules of Civil Procedure and remand the underlying malpractice action against the three law firm defendants pursuant to 28 U.S.C. § 1447(c) or 1334(c)(1) or 1334(c)(2)]; (3) CRRA’s motion to stay the Apportionment Complaint (# 94); (4) Apportionment Defendant Joseph W. Sutton’s motion to dismiss under Fed. Rule Civ. P. 12(b)(2) for lack of personal jurisdiction (# 61); and (5)Apportionment Defendant Rebecca Mark-Jusbasche’s motion to dismiss under Fed. Rule Civ. P. 12(b)(2) for lack of personal jurisdiction (# 62). B. H-03-1579 H-03-1579, Connecticut Resources Recover Authority v. Lay, et al., was removed from the Connecticut Superior Court for the Judicial District of Hartford to the United States District Court for the District of Connecticut on “related to” bankruptcy jurisdiction, based on claims in Adversary Proceeding No. 02-02727, The Connecticut Resources Recovery Authority v. Enron, and then transferred to the undersigned judge by the Judicial Panel for Multidistrict Litigation for consolidation in MDL 1446. Pending before the Court in H-03-1579 is CRRA’s motion to stay adjudication of any motions to transfer (instrument # 36 in H-03-1579; #119 in H-03-1558) until CRRA files, and a court resolves, a motion to remand that will determine whether the court has subject matter jurisdiction. CRRA has filed such motions to remand in H-03-1558 (#121), H-03-1579 (#39, a duplicate of the one in H-03-1558), and in H-03-1580 (# 72). This Court will rule on these motions to remand in this memorandum and order, mooting the motions to stay adjudication in each case. In H-03-1579, CRRA seeks to recover from various Enron officers and directors (“the Enron Defendants”), Arthur Andersen, LLP and some of its accountants (“the Andersen Defendants”), Enron’s lawyers, i.e., the law firms of Vinson & Elkins, LLP, and Kirkland & Ellis, four Enron bankers, and three credit rating agencies $200 million in public funds allegedly owed to CRRA by Enron and EPMI at the time they filed for Chapter 11 bankruptcy protection. The causes of action asserted under Connecticut state law are (1) fraudulent misrepresentation against the Enron Defendants and the Anderson Defendants; (2) negligent misrepresentation against the Enron Defendants, the Andersen Defendants, and the Credit Rating Agency Defendants; (3) aiding and abetting fraudulent and negligent misrepresentation against the Enron Defendants, the Andersen Defendants, Vinson & Elkins, Kirkland & Ellis, and the Banking Defendants; (4) negligence against the Andersen Defendants; and (5) violations of the Connecticut Unfair Trading Practices Act (“CUTPA”), C.G.S. § 42-110a, et seq. against all Defendants. Motions pertaining to this action have been filed in either of the other two cases, so the Court will address them under those cases. C. H-03-1558 CRRA in H-03-1558, also removed from the Connecticut Superior Court for the Judicial District of Hartford to the United States District Court for the District of Connecticut, and then transferred here by the Judicial Panel for Multidistrict Litigation for consolidation with MDL 1446, sues the same Defendants that are charged in H-03-1579 and asserts “related to” bankruptcy jurisdiction because Enron may owe contribution and/or indemnity to some of the Defendants and because the claims are related to the Adversary Proceeding between CRRA and Enron in Judge Gonzalez’s court. The asserted causes of action under Connecticut state law are as follows: fraudulent misrepresentation against the Enron and Andersen Defendants; negligent misrepresentation against the Enron Defendants, the Andersen Defendants, and the Credit Agency Defendants; aiding and abetting fraudulent and negligent misrepresentation against the Enron Defendants, the Andersen Defendants, Vinson & Elkins, Kirkland & Ellis, J.P. Morgan Chase, Citigroup, Inc., Merrill Lynch, and Bar-clays Capital, Inc.; negligence against the Andersen Defendants; and engaging in unfair trade practices in violation of CUT-PA, C.G.S. § 42-110a et seq., in a scheme to misstate or conceal material information about Enron’s financial condition, against all Defendants. Since the transfer of the action here, a first amended complaint (#247) and a second amended complaint (# 306) have been filed by CRRA. Pending in H-03-1558 are the following ripe motions: (1) CRRA’s motion to stay adjudication of any motions to transfer until motion for remand is resolved (# 119), joined by the Arthur Andersen Defendants (# 141); (2) CRRA’s motion to remand and/or abstain, or alternatively to strike, to dismiss or to sever the third-party complaint pursuant to Rule 14(a) of the Federal Rules of Civil Procedure and then remand the underlying action against the three law firm defendants (# 121); (3) CRRA’s petition for certification of interlocutory appeal (# 224) of an order by the Honorable Warren W. Egington, United States District Court for the District of Connecticut, denying CRRA’s motion to remand; (4) Credit Agency Defendants’ motion for leave to file motions to dismiss and for a stay of discovery (# 237), in other words for relief from this Court’s scheduling order (# 1561 in Newby) staying the filing of amended pleadings and/or responsive pleadings in coordinated cases until the Court resolves the class certification motions in Newby and Tittle; (5) CRRA’s motion to consolidate H-03-1558 with H-03-1579 (# 246); (6) Defendant Andrews & Kurth L.L.P.’s motion to dismiss (# 254) ; (7) Defendant S & P’s motion to dismiss (# 256); (8) Defendant Fitch Inc.’s motion to dismiss First Amended Complaint (# 259); (9) Defendant Moody’s Corporation’s motion to dismiss First Amended Complaint (# 262); and (10) Plaintiffs motion to file sur-reply (# 321) to Andrews & Kurth L.L.P.’s reply. The Court retroactively grants Credit Agency Defendants’ motion for leave to file motions to dismiss (part of #237), since the motions to dismiss have already been submitted and answered. In addition the Court grants Plaintiffs motion to file sur-reply (# 321) to Andrews & Kurth L.L.P.’s reply (surreply submitted as # 322). These parties’ motions to dismiss have been fully briefed, and thus the Court will resolve them. When the motions to dismiss were filed, the governing complaint to which they were directed was the First Amended Complaint (# 247), filed on December 23, 2003. On March 29, 2004, apparently without leave of court, Plaintiff filed a Second Amended Complaint (# 306), which merely added new parties. The Court now addresses the ripe motions, case by case, with subject matter jurisdiction issues to be resolved first, i.e., whether this Court has “related to” bankruptcy subject-matter jurisdiction over any of these three suits. III. MOTIONS IN H-03-1580 A. CRRA’s Motion to Remand [pursuant to 28 U.S.C. § 1447(c)] and/or Alternatively to Abstain [pursuant to 28 U.S.C. § 1334(c) (1) ], or Alternatively to Strike, to Dismiss or to Sever the Third-Party Complaint pursuant to Fed. R. of Civil P. 14(a) and Remand pursuant to 28 U.S.C. § 1447(c), or to Abstain under § 1334(c)(1) (permissive abstention) or under § 1334(c)(2) (mandatory abstention). A removing Defendant bears the burden of establishing federal jurisdiction. B., Inc. v. Miller Brewing Co., 663 F.2d 545, 549 (5th Cir.1981). In its motion to remand in H-03-1580, CRRA emphasizes that (1) not only the complaint, but also the third-party complaint are based solely on Connecticut state law; (2) only 23 out of 48 third-party Apportionment Defendants removed or consented to removal of the suit, while the named Defendants did not, and one or more of the named Defendants oppose the removal; and (3) the third-party apportionment complaint is (a) impermissible under the Connecticut state law for apportionment and must be stricken or dismissed and (b) not related to the bankruptcy and contains no federal issues; and (4) even if the third-party complaint were permissible under Connecticut law and did relate to the Enron bankruptcy action, nevertheless the malpractice action contains no federal issues, and the removal is defective because not all main-suit Defendants and Apportionment Defendants consented to it. Alternatively, CRRA argues that if the Court finds the removal proper, this action satisfies all the criteria for mandatory abstention pursuant to 28 U.S.C. § 1334(c)(1) and for discretionary abstention under 28 U.S.C. § 1334(c)(2). In opposition, the removing Apportionment Defendants argue that because the law firms may lose the malpractice case and Hawkins, Delafield may win on its Apportionment Complaint, the third-party complaint is “related to” Enron’s bankruptcy proceeding based on potential claims of contribution or indemnification claims against Enron (and its insurers), which, if successful, might diminish the debtor’s estate. CRRA objects that the legal malpractice claim against three law firms does not involve Enron. CRRA argues that removal petitions, like all complaints asserting federal jurisdiction, are subject to the well-pleaded complaint rule and that removing Defendants bear the burden to show that the basis of the removal appears on the face of the third-party complaint; removal is not permissible where the basis for federal jurisdiction first appears in a defendant’s answer, defense, or counterclaim. Insisting that the removal is improper, CRRA describes the third-party complaint as “a classic example of a non-federal complaint, since petitioners are unable to assert any ground for federal jurisdiction, except one arising from a speculative defense/counterclaim that petitioners claim they may be able to raise later.” Moreover, argues CRRA, the “rule of unanimity” requires that all co-defendants join in or consent to removal, but fewer than half have done so here. Furthermore, regarding Defendants’ claim that the Apportionment Complaint is “related to” the bankruptcy proceeding, the factual circumstances underlying the two are completely unrelated: CRRA contends that its complaint in the Adversary Proceeding against Enron in the bankruptcy court is based on the illegality of the CRRA-Enron loan as ultra vires and beyond CRRA’s statutory authority, while the Third-Party Apportionment Complaint here sues Enron executives, directors and others who aided Enron in concealing its true financial condition. Additionally CRRA insists that Apportionment Defendants’ two grounds for asserting related-to bankruptcy jurisdiction, i.e., that the third-party complaint is related to the Adversary Proceeding CRRA filed against Enron in the bankruptcy court and that if Apportionment Defendants are found liable, they will assert indemnification and contribution claims against Enron and could conceivably affect the bankruptcy estate, are wrong. With respect to the first, CRRA characterizes the Adversary complaint as “based on the illegality of the CRRA-Enron loan in that it was ultra vires and beyond CRRA’s statutory authority” in contrast to the third party complaint against former Enron executives and accountants who helped conceal Enron’s actual financial condition. With respect to the second ground regarding potential diminishment of the bankruptcy estate, CRRA responds that the case does not involve Enron but only advice given to CRRA by three law firms and that the indemnification claim “at some point in the future is so speculative and far removed from the action at bar that it cannot establish a basis for removal.” B. Court’s Ruling on Key Issues 1. “Related To” Bankruptcy Jurisdiction The Court hereby incorporates the conclusions of law in it earlier memoranda and orders in MDL 1446 cases regarding “related to” bankruptcy jurisdiction, in particular two entered in Newby as instruments # 1661 and # 1714 concluding that “related to” bankruptcy jurisdiction in this massive multidistrict litigation exists over third-party Defendants’ claims for contribution and indemnity against Enron insurers with a reasonable basis (as directors and officers of Enron, some of Apportionment Defendants are insured by and have contractual rights to indemnity under approximately $450 million of insurance policies that have been declared part of the Enron estate) because they have a conceivable effect on the debtor’s estate. Title 28 U.S.C. § 1452 provides that “a party may remove”; in comparison to the general removal statute, 28, U.S.C. § 1441, section (a) of which allows removal only “by the defendant or the defendants,” Section 1452 “is arguably broad enough to encompass actions removed under § 1452 by debtor and non-debtor third-party defendants and by either type of third-party plaintiffs, who are generally defendants in the primary action that resulted in assertion of third-party claims.” Thomas B. Bennett, Removal, Remand, And Abstention Relate to Bankruptcies; Yet Another Litigation Quagmire!, 27 Cumb. L.Rev. 1037, 1052-53 (1996-97). Moreover, even under § 1441(c), the Fifth Circuit has recognized the right of a third-party defendant to remove when the third-party claim sets forth a separate and independent controversy, such as the claim for indemnification here. Carl Heck Engineers Inc. v. Lafourche Parish Police Jury, 622 F.2d 133, 135-36 (5th Cir.l980)(coneluding that indemnity claims are separate and independent because “[s]uch actions can be and often are brought in a separate suit from that filed by the original plaintiff in the main claim.”). In # 1714 and # 2143 this Court previously rejected some of CRRA’s legal conclusions and arguments and does again here. This Court has ruled that unanimity is not required for such removals under § 1452, that the debtor need not be a named defendant, and that under the facts alleged there is a “unity of identity” of the debtor and Third-Party Apportionment Defendants based on the same nucleus of wrongdoing in mutual participation in a scheme to hide Enron’s actual financial status while personally enriching themselves. In this massive multidistrict litigation, claims vastly outstrip assets available for recovery, and should Plaintiffs prevail and trigger the indemnification claims, liability would have an enormous impact on the bankruptcy estate. Thus the Court agrees with Judge Eginton and concludes that, if the Apportionment Complaint is cognizable under Connecticut law, there is “related to” bankruptcy jurisdiction over H-03-1580 based on the Apportionment Complaint and that the Apportionment Defendants have properly removed the entire action to federal court. The Court also finds that the alleged wrongdoing of the Apportionment Defendants here is inextricably intertwined both factually and legally with the alleged wrongdoing of Enron and its co-conspirators, as well as that of Murtha Cullina, Hawkins, Delafield, and Leboeuf in the malpractice complaint. CRRA is a creditor in the bankruptcy for the same money damages arising out of the same Enron Transaction, although brought under a constructive trust theory that was subsequently rejected by Bankruptcy Judge Gonzalez. Moreover, in H-03-1580 CRRA has alleged facts suggesting complicity between Murtha Cullina, Enron, and by inference, Defendants in H-03-1558 and the Adversary Proceeding. 2. Well Pleaded Complaint Rule CRRA argues that the removal here was impermissible because it was based on a claimed federal defense or counterclaim to the claims on the face of CRRA’s complaint. In arguing for the applicability of the well-pleaded complaint rule to challenge removal of this suit from Connecticut state court, CRRA is confusing two different jurisdictional statutes, both providing original jurisdiction for federal district court. First, 28 U.S.C. § 1331, the general federal question statute, recites, “The district courts shall have original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States.” With respect to the “arising under” language, for purposes of removal “federal jurisdiction exists only when a federal question is presented on the face of the plaintiffs properly pleaded complaint.” Caterpillar, Inc. v. Williams, 482 U.S. 386, 392, 107 S.Ct. 2425, 96 L.Ed.2d 318 (1987); Franchise Tax Board v. Construction Laborers Vacation Trust for Southern California, 463 U.S. 1, 8-12, 103 S.Ct. 2841, 77 L.Ed.2d 420 (1983). Thus a plaintiff is the master of his complaint, which he may choose to bring solely under state law to avoid federal jurisdiction, and, except where there is complete preemption by federal law, a case may not be removed if the federal question does not appear on the face of the complaint, but is only raised in a defense to the petition. Id.; Metropolitan Life Ins. Co. v. Taylor, 481 U.S. 58, 63-67, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). (Cases grounded in state law may still “arise under’ federal law if vindication of the state-law-created right must turn on a construction of federal law, but such is not relevant in this suit.” Franchise Tax, 463 U.S. at 8-9,103 S.Ct. 2841.) Here it is undisputed that the malpractice complaint and the Apportionment Complaint assert only Connecticut state-law claims. In contrast, for “related to” bankruptcy removal jurisdiction under 28 U.S.C. § 1452, the court has jurisdiction if it satisfies 28 U.S.C. § 1334. Section 1334 provides, (a) Except as provided in subsection (b) of this section, the district court shall have original and exclusive jurisdiction of all civil proceedings arising under title 11. (b) Notwithstanding any Act of Congress that confers exclusive jurisdiction on a court or courts , other than the district courts, the district courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11. “Cases arising under title 11” pursuant to § 1334(a) are actions begun by the filing of a bankruptcy petition under 11 U.S.C. § 301-303 in federal district court or bankruptcy court. In re Wood, 825 F.2d 90, 92 (5th Cir.1987). The instant suit is not such a ease, for the debtor is not a party and the complaints do not seek relief under Title 11 of the Bankruptcy Code. Section 1334(b), however, provides for original jurisdiction not only of proceedings “arising under” title 11, but also actions “related to cases under title 11,” even if they are otherwise not subject to federal jurisdiction. An action is “related to bankruptcy” if the outcome of the proceeding could conceivably have any effect on the estate being administered in bankruptcy. Id. at 93. The well-pleaded complaint rule is not applicable in “related to” bankruptcy removal cases. American National Red Cross v. S.G., 505 U.S. 247, 258, 112 S.Ct. 2465, 120 L.Ed.2d 201 (1992)(“The ‘well-pleaded complaint’ rule applies only to statutory ‘arising under’ cases.”), citing Verlinden B.V. v. Central Bank of Nigeria, 461 U.S. 480, 494, 103 S.Ct. 1962, 76 L.Ed.2d 81 (1983). 3. CRRA’s Motion to Abstain CRRA’s motion to abstain either under the mandatory-provision, § 1334(c)(2) or under the a permissive provision, § 1334(c)(1), is also denied. In determining whether a district court is required under § 1334(c)(2) to abstain from hearing a proceeding based on state law that is before the court on “related to” bankruptcy-jurisdiction, the court must consider the following factors: (1) whether the abstention motion was “timely” filed; (2) whether the action consists of state law claims; (3) whether the action is “related to” a bankruptcy proceeding (i.e., “non-core” matters), in contrast to “arising under” the Bankruptcy Code or “arising in” a case (i.e., “core matters” under the Bankruptcy Code); (4) whether jurisdiction rests solely on § 1334; (5) whether there is an action “commenced” in state court; and (6) whether the action can be “timely adjudicated” in state court. In re Southmark Corp., 163 F.3d 925, 928 (5th Cir.1999), cert. denied, 527 U.S. 1004, 119 S.Ct. 2339, 144 L.Ed.2d 236 (1999); Matter of Gober, 100 F.3d 1195, 1206 (5th Cir. 1996); In re River Center Holdings, LLC, 288 B.R. 59, 66 (Bkrtey.S.D.N.Y.2003); Renaissance Cosmetics, Inc. v. Development Specialists, Inc., 277 B.R. 5, 12 (S.D.N.Y. 2002). It is undisputed that the motion was timely filed in this suit. Furthermore the action asserts only state-law claims. The Court has determined that the Apportionment Complaint is “related to” the Enron bankruptcy and thus the only factors still at issue here are (5) and (6). Clearly dispositive of the abstention question here is factor (5) under Second Circuit law, which diverges from Fifth Circuit law. Under the law of lower courts in the Second Circuit, mandatory abstention does not apply to a removed action where no parallel court proceeding exists because of the removal of the case; under Fifth Circuit law mandatory abstention may apply to cases removed under § 1452. Renaissance Cosmetics, 277 B.R. at 12-13 & nn.4-6; River Center, 288 B.R. at 66-67; In re Southmark, 163 F.3d at 929. Because the Enron bankruptcy proceedings were filed in the bankruptcy court for the Southern District of New York, this Court’s “related to” bankruptcy jurisdiction derives from that court and this Court has concluded that Second Circuit law should apply to MDL 1446 cases here based on such jurisdiction. Regarding factor (6), with the Apportionment Complaint (discussed below), the Court further finds that CRRA has not met its burden in demonstrating that this action could be timely adjudicated in a Connecticut state court given the complexity of the Enron-related litigation and given CRRA’s claims in the bankruptcy proceeding. As for permissive remand in the interests of justice, comity, or respect for state law under 28 U.S.C. § 1334(c)(1), or equitable remand under § 1452(b), courts have broad discretion. Gober, 100 F.3d at 1206-07. Among the factors considered are (1) the effect on the efficient administration of the bankruptcy estate; (2) the extent to which issues of state law predominate; (3) the difficulty or unsettled nature of the applicable state law; (4) comity; (5) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case; (6) the existence of the right to a jury trial; and (7) prejudice to the involuntarily removed defendants. In re NTL Inc., 295 B.R. 706, 719 (Bkrtcy. S.D.N.Y.2003), quoting Drexel Burnham Lambert Group, Inc. v. Vigilant Ins. Co., 130 B.R. 405, 407 (S.D.N.Y.1991). Two other central factors are “the duplicative and uneconomical use of judicial resources” and the “lessened possibility of inconsistent results.” NTL, 295 B.R. at 719. Both are well served by this Court’s retention of jurisdiction here. The civil actions in this court and the proceedings in Judge Gonzalez’s bankruptcy court substantially overlap in parties and issues, and the judges have coordinated proceedings so there is no material obstacle to efficient administration of the debtor’s estate and coordinated discovery provides efficient and equitable access for all. Although the suit is grounded solely in state law, the facts and the issues overlap with those in the federal claims cases and discovery for both federal and state claims will coincide. Here the desirability of dealing with civil actions related to the collapse of the debt- or in a single forum, recognized by the Judicial Panel on Multidistrict Litigation, weighs heavily against permissive abstention. See, e.g., In re Global Crossing Ltd. Sec. Litig., 311 B.R. 345, 349 (S.D.N.Y. 2003). As Judge Cote has noted in In re WorldCom Inc. Sec. Litig., 293 B.R. 308, 333-34 (S.D.N.Y.2003), ... [I]t is beyond cavil that judicial economy and efficiency are best served by exercising the jurisdiction that so clearly exists. The MDL panel has consolidated scores of cases before this Court to promote the expeditious and efficient resolution of the claims arising from the collapse of WorldCom. The litigation is proceeding apace.... With the consolidation of the litigation in one court, the motion practice and discovery process can be managed to protect the rights of all parties and to preserve, to the extent possible, the maximum amount of assets for recovery by plaintiffs with meritorious claims.... In contrast, if this Court were to abstain pursuant to Section 1334(c)(1) and remand the litigation originally filed in state court, motion practice and discovery would proceed separately in many jurisdictions. The litigation that would ensue in the various fora would be entirely duplicative and wasteful. It would eat into the funds available to pay the alleged victims identified in this litigation. ... A remand would encourage a race for assets, a race that may deprive many victims of the alleged fraud of their fair share of any recovery. Moreover, while state law governs both the malpractice and the apportionment complaints, there are no unique or unsettled issues of state law that warrant abstention on comity grounds. In re WorldCom, 293 B.R. at 333. Thus the Court denies the motion to abstain. 4. CRRA’s Motion to Strike, Dismiss or Sever and Remand Apportionment Complaint Because the Court concludes that it would have “related to” bankruptcy jurisdiction over the Apportionment Complaint, and thus over the entire action, provided that the Apportionment Complaint is viable under Connecticut law, the Court examines the issue of striking or dismissing the Apportionment Complaint for failure to state a cognizable claim under Connecticut law. CRRA argues that the Apportionment Complaint must be stricken or dismissed, and thus it cannot serve as a basis for federal jurisdiction, because it fails to meet Connecticut’s statutory requirements in several ways. First, it seeks to recover purely economic or commercial damages, not the permissible damages “resulting from personal injury, wrongful death, or damage to property,” as required by C.G.S. § 52-572h(c). Indeed CRRA points to lower court decisions holding that because damages caused by legal malpractice are purely economic, firms defending themselves against legal malpractice claims cannot use the apportionment mechanism. Second, under the statute, apportionment can only be made among negligent parties, not parties liable for intentional and fraudulent acts. CRRA emphasizes that it sues the three law firms for breach of contract and LeBoeuf for fraudulent misrepresentation and statutory unfair trade practices, but Hawkins, Delafield’s Apportionment Complaint includes allegations of both intentional and fraudulent conduct and sues 44 of the 54 Defendants charged in CRRA’s “global” complaint in H-03-1558, which also sounds inter alia in fraudulent misrepresentation and intentional torts. Under Connecticut law, damages for breach of contract and fraudulent misrepresentation of violations of CUTPA cannot be apportioned. Allard v. Liberty Oil Equipment Co., 253 Conn. 787, 803, 756 A.2d 237, 246-47 (2000) (no apportionment between a negligent defendant and a defendant whose conduct was allegedly intentional, reckless, willful and wanton or subject to strict liability or violative of a statute). Third, CRRA has sued Hawkins, Delafield for breach of a fiduciary duty, which CRRA argues is heightened by the fact that its client, CRRA, is a government agency, and § 52-572h(k) expressly states that the statute does not cover breach of fiduciary duty claims. The Connecticut Supreme Court has noted that the “relationship between an attorney and his client is highly fiduciary in its nature.... ” Andrews v. Gorby, 237 Conn. 12, 20, 675 A.2d 449, 453 (1996). Federal and Connecticut rules of procedure are quite different. Under Connecticut law, “[t]he purpose of a motion to strike is to contest ... the legal sufficiency of the allegations of any complaint ... to state a claim upon which relief can be granted.” Peter-Michael, Inc. v. Sea Shell Associates, 244 Conn. 269, 270-71, 709 A.2d 558, 559 (1998). Unlike under Fed.R.Civ.P. 12(b)(6), under Connecticut practice a party may only employ a motion to dismiss to question whether, on the face of the record, the court has jurisdiction over the suit. Flanagan v. Commission on Human Rights and Opportunities, 54 Conn.App. 89, 93-94 & n. 5 733 A.2d 881, 885 & n. 5 (1999), cert. denied, 250 Conn. 925, 738 A.2d 656 (Conn. 1999). The proper vehicle to challenge the legal sufficiency of a complaint under Connecticut law is a motion to strike. Id., citing Practice Book § 10-39. A motion to strike admits all well-pleaded facts and implications therefrom as true, but does not admit legal conclusions or the truth or accuracy of opinions stated in the pleadings. Emerick v. Kuhn, 52 Conn.App. 724, 728-29, 739, 737 A.2d 456, 461, 467 (Conn. App.1999), cert. denied, 249 Conn. 929, 738 A.2d 653 (1999), cert. denied, 249 Conn. 929, 738 A.2d 653 (1999), cert. denied, 528 U.S. 1005, 120 S.Ct. 500, 145 L.Ed.2d 386 (1999); Napoletano v. CIGNA Healthcare of Connecticut, Inc., 238 Conn. 216, 232-33, 680 A.2d 127, 137 (1996) (“The role of the trial court was to examine the complaints, construed in favor of the plaintiffs, to determine whether the plaintiffs have stated a legally sufficient cause of action.”), cert. denied, 520 U.S. 1103, 117 S.Ct. 1106, 137 L.Ed.2d 308 (1997); Doe v. Yale University, 252 Conn. 641, 667, 748 A.2d 834, 851 (2000). The court may grant a motion to strike if it only asserts conclusions of law that the facts alleged do not support. Novametrix Medical Systems, Inc. v. The BOC Group, Inc., 224 Conn. 210, 215, 618 A.2d 25, 28 (1992); Urda v. Glynos, No. CV 950067734, 1996 WL 365013, *2 (Conn.Super. May 23, 1996). In essence CRRA argues that the Apportionment Complaint’s allegations are legally insufficient to support a claim for apportionment. In relevant part, C.G.S. § 52-102b (a) (emphasis added by the Court) states, “A defendant in any civil action to which § 52-572h applies may serve a writ, summons and complaint upon a person not a party to the action who is or may be liable pursuant to said section for a proportionate share of the plaintiffs damages in which the demand for relief shall seek an apportionment of liability....” Section 52-102b “is the exclusive means by which a defendant may add a person who is or may be liable pursuant to Section 52-572h for a proportionate share of the plaintiffs damages as a party to the action.” C.G.S. § 52-102b(F); Allard v. Liberty Oil Equipment Co., 253 Conn, at 792-93, 756 A.2d at 239-40, quoting § 52-102b(f)(em-phasis added by the Court). C.G.S. § 52-110h(a) in turn provides in relevant part, A defendant in any civil action to which section 52-572h applies may serve a ... complaint upon a person not a party to the action who is or may be liable pursuant to said section for a proportionate share of the plaintiffs damages in which case the demand for relief shall seek an apportionment of liability. Thus an apportionment complaint may be Idled when Connecticut’s tort reform statute, G.S. 52-572h, the state’s contributory and comparative negligence statute, applies. C.G.S. § 52-572h, provides in relevant part, (b) In causes of action based on negligence, contributory negligence shall not bar recovery in an action by any person or the person’s legal representative to recover damages resulting from personal injury, wrongful death or damage to property if the negligence was not greater than the combined negligence of the person or persons against whom recovery is sought including settled or released persons under subsection (n) of this section. The economic or noneconomic damages allowed shall be diminished in the proportion of the percentage of negligence attributable to the person recovering which percentage shall be determined pursuant to subsection (f) of this section. (c) In a negligence action to recover damages resulting from personal injury, wrongful death or damage to property occurring on or after October 1, 1987, if the damages are determined to be proximately caused by the negligence of more than one party, each party against whom recovery is allowed shall be liable to the claimant only for such party’s proportionate share of the recoverable economic damages and the recoverable noneconomic damages except as provided in subsection (g) of this section [emphasis added by the Court].... (h) (1) A right of contribution exists in parties who, pursuant to subsection (g) of this section, are required to pay more than their proportionate share of such judgment.... (k) This section shall not apply to breaches of trust or other fiduciary obligation [emphasis added by the Court]. (o) Except as provided in subsection (b) of this section, there shall be no apportionment of liability or damages between parties liable for negligence and parties liable on any basis other than negligence including, but not limited to, intentional, wanton or reckless misconduct, strict liability or liability pursuant to any cause of action created by statute, except that liability may be apportioned among parties liable for negligence in any cause of action created by statute based on negligence including, but not limited to, an action for wrongful death pursuant to section 52-555 or an action for injuries caused by a motor vehicle owned by the state pursuant to section 52-556. “ ‘[A] civil action to which section 52-572h applies’ within the meaning of § 52-102b, means a civil action based on negligence.” Allard, 756 A.2d at 242. The clear language of § 52-572h(b) states that it applies only to negligence actions in which a party seeks damages for wrongful death, personal injury or damage to property. In the instant case, CRRA has not alleged that it suffered wrongful death and personal injury in its claims against the law firms. The third category, “damages resulting from ... damage to property,” as used in § 52-102h(b), has been defined by the Connecticut Supreme Court as restricted to “damage to or the loss of use of tangible property” and thus does not apply to commercial losses, i.e., economic harm. Williams Ford, Inc. v. Hartford Courant Co., 232 Conn. 559, 581-83, 657 A.2d 212, 223-224 (1995). After examining the language of the statute and its legislative history, the Connecticut Supreme Court concluded that “the legislature intended the phrase ‘damage to property’ to encompass only its usual and traditional meaning in the law of negligence actions, namely, damage to or the loss of use of tangible property, as opposed to damages from personal injury”; because the legislative history is silent about the intent behind the phrase “damage to property,” it opined, “we simply cannot stretch the meaning of ‘damage to property,’ as used in § 52-572h(b), to include commercial losses unaccompanied by physical damage to or loss of use of tangible property.” Id. In Williams Ford, the plaintiffs injury was monetary, i.e., savings that the plaintiff would have realized. Id., 232 Conn, at 581, 657 A.2d at 222. In the wake of that decision, a number of lower courts have construed the high court’s ruling to conclude that § 52-572h does not allow recovery of solely economic loss incurred as a result of legal malpractice. Carpenter v. Law Offices of Dressier, No. CV010804795S, 2002 WL 442304, *3 (Conn.Super. Feb. 22, 2002); Gauthier v. Kearns, 47 Conn.Supp. 166, 780 A.2d 1016 (2001); Whitaker v. Erdos & Maddox, No. CV000371896S, 2000 WL 1862127, *4 (Conn.Super. Nov. 14, 2000)(claim that lawyer’s negligence caused plaintiff to suffer economic loss “is not a claim for personal injury [and] ... [t]he Supreme Court has stated that monetary damage, or economic loss, does not fall within the purview of the phrase ‘damage to property’ as used in § 52-572h,” citing Williams Ford)] Thomas v. Smith, No. 3-.03CV1398, 2004 WL 1969401, *4 (D.Conn. Sept. 3, 2004) (The Connecticut Supreme Court held in Williams Ford that damages within the meaning of the statute do not “ ‘include purely commercial losses, unaccompanied by damages to or loss of the use of some tangible property.’ ”). CRRA has not alleged that the three firms’ negligent malpractice damaged tangible property of CRRA, to which damage the apportionment defendants might have contributed. Nevertheless, in Williams Ford the Connecticut Supreme Court noted that its conclusion that Section 52-572h(b) does not apply “purely commercial losses,” this conclusion “does not end our inquiry.” 232 Conn, at 585, 657 A.2d at 224. The Williams Court observed that the statute was passed to abrogate “the absolute bar of contributory negligence in favor of the doctrine of comparative negligence” to allow a comparative determination of “relative degrees of negligence of the plaintiff and the defendant,” as “a means to diminish recovery of damages based upon the degree of the plaintiffs own negligence.” Id., 232 Conn, at 583, 657 A.2d at 225. Examining the language, legislative history, the circumstances surrounding the enactment, and the legislative policy behind § 52-572h(b), as well as the statute’s relationship to “common law principles governing the same general subject matter, emphasized the rule of statutory construction that statutes in derogation of the common law should receive a strict construction and [not] be extended, modified, repealed or enlarged in its scope by the mechanics of construction.” Id., 232 Conn, at 581, 657 A.2d at 223. Not persuaded that the legislature “intended to create a different set of rules of negligence actions involving property losses and commercial losses,” however, the high court “applied] the statute, as a matter of common law, beyond its designated boundaries” and focused on the statute’s underlying “policy for common law adjudication” because “ ‘there was a close relationship between the statutory and common law subject matters.’ ” Id., 232 Conn, at 585, 657 A.2d at 225. The Supreme Court concluded, Where possible, courts should, as a matter of common law adjudication, ‘assure that the body of the law — both common and statutory, remains coherent and consistent.’ ... It would be consistent with that goal for the doctrine of comparative negligence, which by statute applies to actions based on negligence resulting in damage