Full opinion text
JEROME B. SIMANDLE, District Judge. TABLE OF CONTENTS I. INTRODUCTION 375 II. BACKGROUND ..........................................................376 A. The Parties, Procedural History and Summary of the Claims ............376 B. Underlying Facts.....................................................377 C. The Arbitration Clause ...............................................379 III. STANDARD OF REVIEW.................................................379 IV. DEFENDANT MEDQUIST AND TRANSCRIPTIONS MOTION TO DISMISS CLAIM 1 OF THE TAC AND TO COMPEL ARBITRATION.....380 V. DEFENDANTS’ MOTIONS TO DISMISS..............'....................383 A. Plaintiffs ’ Fraud Claim Against MedQuist (Claim 2)....................383 B. Plaintiffs’ Demand for Accounting (Claim 3) and Claim for Unjust Enrichment (Claim 4) ..............................................385 1. MedQuist, Scarpone and Clark.....................................386 2. Kearns and Suender ..............................................386 C. Violation of the RICO Act (§ 1962(c)) (Claim 5) and Conspiracy to Violate RICO ((§ 1962(d)) (Claim 6)..................................387 1. Violation of RICO (§ 1962(c))(Claim 5).............................388 a. MedQuist, Scarpone and Clark.................................388 i. Existence of a RICO “Enterprise”.........................388 ii. “Operations and Control” Allegations......................391 b. Kearns and Suender..........................................391 2. RICO Conspiracy Claim against Scarpone, Clark, Suender and Kearns (Claim 6) ...............................................393 a. Scarpone and Clark...........................................393 b. Suender and Kearns ..........................................394 D. Plaintiffs’ Claims for Negligent Misrepresentation (Claims 7-11).........395 1. Claims Against MedQuist (Claim 7)................................395 2. Claims Against Scarpone, Clark, Suender and Kearns (Claim 8, 9,10,11) .......................................................397 E. Plaintiffs’ Claims for Negligent Supervision (Claims 12-15)..............397 F. Plaintiffs’ Claims under the New Jersey Consumer Fraud Act and California Unfair Business Practices Act (Claim 16) ..................399 1. New Jersey Consumer Fraud Act...................................399 2. California Unfair Business Practice Act............................400 G. Plaintiffs ’ Class Allegations...........................................401 VI. MEDQUIST’S MOTION FOR SANCTIONS..................................402 VII. CONCLUSION............................................................404 I. INTRODUCTION This matter is a complex civil action involving a putative class of hospitals asserting claims of fraud, negligent misrepresentation, negligent supervision, unfair business practices, a violation of the Racketeer Influenced and Corrupt Organizations Act, and other tort claims against MedQuist, Inc. (“MedQuist”), MedQuist Transcriptions, Ltd., (MedQuist’s wholly-owned subsidiary and a transcription service eompanyXhereafter “Transcriptions”) and four senior executive officers of either MedQuist or Transcriptions — Ronald Scar-pone, Michael Clark, John Suender, and Brian Kearns. Presently before the Court are five motions. First, is a motion filed by MedQuist to dismiss the first claim of the Third Amended Complaint (“TAC”) (fraud in the inducement of the arbitration clause) for failure to state a claim upon which relief can be granted, to compel arbitration of all claims by certain plaintiffs, and to stay the case pending arbitration. [Docket Item No. 136]. Second, this Opinion will address three motions to dismiss the TAC brought by: (1) the Med-Quist Defendants [Docket Item No. 135]; (2) Suender [Docket Item No. 133], and (3) Kearns [Docket Item No. 134]. Finally, this Opinion will address MedQuist and Transcriptions’ motion for Rule 11 sanctions. [Docket Item No. 111.] For the reasons discussed in Part IV, below, the Court will not compel arbitration, finding instead that MedQuist has waived its right to compel arbitration. Because the Court finds that MedQuist has waived this right, MedQuist’s motion to dismiss Claim 1 (fraud in the inducement) is moot. Furthermore, the Court will grant in part and deny in part the Defendants’ motions to dismiss the TAC as follows, as discussed in Part V, below: • Claim 2 (fraud), the Court will deny MedQuist’s motion to dismiss; • Claim 3 (demand for accounting), the Court will deny the MedQuist Defendants’ motions to dismiss but grant Defendants Suender and Kearns’ motions to dismiss; • Claim 4 (unjust enrichment), the Court will deny all Defendants’ motions to dismiss; • Claims 5 and 6 (RICO and RICO conspiracy), the Court will dismiss Plaintiffs’ substantive RICO claims against MedQuist only and all other Defendants’ motions to dismiss will be denied; • Claims 7-11 and 12-15 (negligent misrepresentation and negligent supervision), the Court will grant all Defendants’ motions to dismiss; • Claim 16 (violation of the New Jersey Consumer Protection Act and California Unfair Business Practices Act), the Court will grant all Defendants’ motions to dismiss. Finally, the Court will grant MedQuist’s motion for Rule 11 sanctions and admonish Plaintiffs’ counsel for violating their Rule 11 duties to conduct adequate pre-filing due diligence, as set forth in Part VI, below. II. BACKGROUND A. The Parties, Procedural History and Summary of the Claims Plaintiffs are six hospitals or hospital systems that claim to be among Med-Quist’s nearly 3,000 medical transcription customers. (TAC ¶ 3, 8-13.) Defendant MedQuist is the largest provider of medical transcription services in the United States and Transcriptions is MedQuist’s wholly-owned subsidiary. (Id. at ¶31.) The four individual defendants are senior executive officers of either MedQuist, Transcriptions or both. Specifically, Ronald Scarpone is the former executive vice president of marketing and new business development at MedQuist. (Id. at ¶ 16.) Michael Clark is a senior vice president at MedQuist responsible for three client service centers. (Id. at ¶ 19.) John Suender is the former executive vice president and chief legal officer of MedQuist and vice president of Transcriptions. (Id. at ¶ 17.) Brian Kearns is the former chief financial officer of both MedQuist and Transcriptions. (Id. at ¶ 18.) On December 13, 2005, this Court ordered Plaintiffs to file the TAC. [Docket Item No. 126.] On January 4, 2006, Plaintiffs filed the TAC [Docket Item No. 131]. Defendants moved to dismiss all claims in the TAC for failure to state a claim [Docket Item Nos. 133-135], and MedQuist moved to dismiss Claim 1, to compel arbitration, and to stay the proceedings. [Docket Item No. 136.] Plaintiffs filed opposition [Docket Item Nos. 139-141, 143] to which Defendants timely replied. [Docket Item No. 146-149.] The TAC contains sixteen claims. In Claim 1, a subset of Plaintiffs (Childrens Hospital Los Angeles, NorthBay, and Partners HCS, who are collectively called the “Arbitration Plaintiffs”) bring a claim for fraud in the inducement of the arbitration clauses in their transcriptions services agreement. (Claim 1, TAC ¶¶ 49-67.) Second, Plaintiffs bring claims of fraud and negligent misrepresentation against MedQuist. (Claims 2 and 7, TAC ¶¶ 68-75 and 109-116.) Next, Plaintiffs bring claims for accounting, unjust enrichment and violation of state unfair and deceptive trade practices acts against all Defendants. (Claims 3, 4 and 16, TAC ¶¶ 76-83 and 177-181.) Fourth, Plaintiffs bring an action for violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1962. (“RICO”) and conspiracy to violate RICO against MedQuist, Scar-pone, Clark, Suender and Kearns. (Claims 5 and 6, TAC ¶¶ 84-108.) Finally, Plaintiffs bring actions for negligent misrepresentation (Claims 8-11) and negligent supervision (Claims 12-15) against Scar-pone, Suender, Kearns and Clark, individually. (TAC ¶¶ 117-159 and 160-177.) B. Underlying Facts MedQuist is in the business of providing medical transcription services to hospitals and other healthcare facilities throughout the United States and has provided transcription services to all of the Plaintiffs. (Id at ¶ 31.) According to the TAC, Med-Quist’s service involves several steps. (Id at ¶ 33.) First, doctors at customer hospitals dictate their reports in free form into a voice recorder that connects via telephone with MedQuist. (Id) The dictation is then forwarded to a medical transcrip-tionist, who calls up a template for the particular type of report being prepared, types the formal report, and uploads it directly into the MedQuist computer server. (Id) This dispute centers on the billing practices used by MedQuist for its transcription services. According to Plaintiffs, MedQuist, by using a number of different computer programs, artificially inflated invoices for transcription services. (Id at ¶ 34.) According to the TAC, the Med-Quist billing terms varied depending upon the type of report produced. (Id at ¶ 36.) For example, the contractual cost per line, word or character of an operative medical report differed from the cost per line, word or character of a discharge summary. (Id) The definition of a “line” for purposes of determining costs was set forth in many of MedQuist’s contracts as sixty-five characters, or sometimes specifically referred to as an “AAMT line.” (Id.) By way of example, according to an exemplary contract between MedQuist and several Plaintiffs: An AAMT line is defined as any line having 65 “characters.” A character is defined as any letter, number, symbol or function key necessary for the final appearance and content of a document including, without limitation, the space bar, carriage return, underscore, bold and any characters contained within the macro, header, or footer. A defined line is calculated by counting all characters contained within a document and simply dividing the total number of characters by 65 to arrive at the number of defined lines. Client acknowledges that the charges set forth in this Agreement are based upon the fact that character counts shall be determined using Vendor’s software system and shall not be derived from any third party software or interface system. (Id. ¶ 37.) According to the TAC, Med-Quist stopped using a computer program that accurately counted the characters in a transcript in 1998 at which point MedQuist “began utilizing various methods to inflate its counting,” leading to “artificially inflated characters, which inflated the line counts, thereby inflating the invoice.” (Id.) According to Plaintiffs, a review of internal corporate mechanisms and operations will reveal that all Defendants were aware of this and other fraudulent methods of counting characters. (Id. ¶ 39.) In the TAC, Plaintiffs describe a number of methods MedQuist used in furtherance of its fraudulent scheme to inflate customer invoices. (Id. at ¶ 40-44.) Such methods include: • Repeatedly and systematically counting the same letter as multiple characters; (Id. ¶ 40.) • Using percentages or ratios to multiply by the payroll count of the tran-scriptionist; (Id.) • Counting “invisible” characters known as “print strings” that are embedded within the body of each report; (Id. ¶ 41.) • Adding between seven and ten percent to each invoice as an allocated cost for company overhead (with the charges hidden through artificial inflation of line counts); (Id. ¶ 42.) • Charging for silent embedded characters within the transcribed reports not necessary for the appearance of the document (e.g. headers, footers, and additional “silent” characters within the test); (Id. ¶ 43.) • For Plaintiffs that were billed on a per report basis, calculating a per report rate for a Plaintiff based upon a previously inflated line, word or character count (thereby increasing the average report basis); (Id. ¶ 44.) • Charging some Plaintiffs for each and every template (a special format within the MedQuist software program where a report is placed) by once again artificially increasing the line count charge on each invoice. (Id. ¶ 44.) In addition to fraudulent billing practices, Plaintiffs allege that Defendants employed a system to prevent Plaintiffs from discovering the fraudulent billing practices used by MedQuist by (1) refusing to break down the costs charged and (2) refusing to provide customers with line counts (claiming that this information was “proprietary”). (Id ¶46.) Further, Plaintiffs allege that MedQuist submitted artificially inflated invoices to Plaintiffs on a bi-weekly basis by mailing or faxing the invoices and that Plaintiffs unwittingly paid these fraudulent invoices. (Id) C. The Arbitration Clause The Arbitration Plaintiffs each executed transcription services contracts with Med-Quist that include broad arbitration provisions in which the Arbitration Plaintiffs agreed to arbitrate all disputes involving invoices (among other things). (TAC ¶¶ 50-67.) An exemplar contract contains the following arbitration provision: In the event that the parties are unable to resolve such dispute [concerning the amounts invoiced by MedQuist] within fifteen (15) days of entering into negotiations, the dispute shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Arbitration shall be conducted in the jurisdiction of the principal headquarters of the party not raising the dispute. The decision reached through arbitration shall be final and binding on both parties. This [provision] shall also apply to any other dispute between the parties. (Def s Arbitration Br. at 2, Ex. B, Declaration of Maureen Nelson ¶ 4.). Thus, the Arbitration Plaintiffs agreed that any dispute between the parties would be subject to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. According to the TAC, when negotiating contracts with the Arbitration Plaintiffs, MedQuist required that each contract contain an arbitration clause. (Id. ¶ 50.) Plaintiffs allege that MedQuist, however, did not disclose in negotiations that the primary purpose for requiring arbitration was not to arbitrate disputes in good faith, but to restrict access to billing methodology, minimize the likelihood of a public trial, and to prevent the Arbitration Plaintiffs from obtaining information that would otherwise be available to them under the liberal discovery procedures used by the courts. (Id.) The Arbitration Plaintiffs specifically point to Defendant Suender as one of the Defendant who insisted that such arbitration clauses be included in transcription services contracts. (Id. ¶ 51.) Plaintiffs also allege that MedQuist and Suender misrepresented to Plaintiffs the material terms of the arbitration clause. (Id. ¶ 52.) Specifically such misrepresentations included terms in which MedQuist agreed to promptly deliver to the Arbitration Plaintiffs “any backup or other information which supports the correctness of such disputed amounts” and “immediately and in good faith negotiat[e] to resolve any remaining dispute” as MedQuist (1) refused to provide backup information and (2) never entered into good faith negotiation to resolve disputes and never intended to do so. (Id.) Further, with respect to representations made regarding the availability of backup materials, the Arbitration Plaintiffs allege that MedQuist knew that no backup information existed and in reliance on MedQuist’s representations, Children’s Hospital, Northbay, and Partners HCS executed agreements on July 1, 2001, September 17, 2002, and November 1, 2002, respectively. III. STANDARD OF REVIEW A Rule 12(b)(6) motion to dismiss for failure to state a claim upon which relief may be granted must be denied “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Scheuer v. Rhodes, 416 U.S. 232, 236, 94 5.Ct. 1683, 40 L.Ed.2d 90 (1974). A district court must accept any and all reasonable inferences derived from those facts. Glenside West Corp. v. Exxon Co., U.S.A, 761 F.Supp. 1100, 1107 (D.N.J.1991). Further, the court must view all allegations in the complaint in the light most favorable to the plaintiff. See Scheuer, 416 U.S. at 236, 94 S.Ct. 1683; Jordan v. Fox, Rothschild, O’Brien & Frankel, 20 F.3d 1250, 1261 (3d Cir.1994). It is not necessary for the plaintiff to plead evidence, and it is not necessary to plead the facts that serve as the basis for the claim. Bogosian v. Gulf Oil Corp., 561 F.2d 434, 446 (3d Cir.1977). When a motion to dismiss is before the court, the question is not whether plaintiff will ultimately prevail; rather, it is whether a plaintiff can prove any set of facts in support of its claims that would entitle it to relief. Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984). Therefore, in deciding a motion to dismiss, a court should look to the face of the complaint and decide whether, taking all of the allegations of fact as true and construing them in a light most favorable to the nonmovant, plaintiffs allegations state a legal claim. Markowitz v. Northeast Land Co., 906 F.2d 100, 103 (3d Cir.1990). While the court is required to take all of the allegations of fact as true, the court is “not required to credit bald assertions or legal conclusions alleged in the complaint.” Jones v. Intelli-Check, Inc., 274 F.Supp.2d 615, 625 (D.N.J.2003). In particular, when a motion to dismiss involves an action for fraud, “a plaintiff may not rely merely on conclusory statements,” but must instead “indicate at the very least who made the material representation giving rise to the claim and what specific representations were made” to comply with Fed R. Civ. P. 9(b). NN&R, Inc. v. One Beacon Ins. Group., 362 F.Supp.2d 514, 518 (D.N.J. 2005). IV. DEFENDANT MEDQUIST AND TRANSCRIPTIONS MOTION TO DISMISS CLAIM 1 OF THE TAC AND TO COMPEL ARBITRATION The Arbitration Plaintiffs each have a written transcription services contract with MedQuist in which these plaintiffs have agreed to arbitrate all claims they assert against MedQuist. MedQuist argues that this Court must compel arbitration and order the Arbitration Plaintiffs to proceed to arbitration on all claims against Med-Quist. MedQuist also seeks an order staying the case in its entirety pending the resolution of arbitration. Plaintiffs attack the validity of the arbitration clauses by arguing (and have alleged as much in Claim 1 of the TAC) that the Arbitration Plaintiffs were fraudulently induced into agreeing to arbitrate. In the alternative, Plaintiffs argue that MedQuist, by taking certain action that prejudiced Plaintiffs, has waived its right to compel arbitration. Before a court can compel arbitration of a claim, the court must conduct a two-step inquiry to determine if the dispute is arbitrable. The court must determine (1) whether a valid agreement to arbitrate exists and (2) whether the scope of the agreement covers the present dispute. Upon being satisfied that a valid agreement exists and that the dispute is covered by the arbitration clause, the court shall order the parties to proceed to arbitration in accordance with the terms of the agreement. See Federal Arbitration Act, 9 U.S.C. § 3; Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529, 532 (3d Cir.2005); PaineWebber, Inc. v. Hartmann, 921 F.2d 507, 511 (3d Cir.1990). The focus of the court’s inquiry is on the validity and scope of the arbitration clause, rather than the contract as a whole. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967); Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006). Here, the Court finds that, even if a valid agreement to arbitrate were found to exist (i.e., that the Arbitration Plaintiffs were not fraudulently induced into entering into the agreement to arbitrate), Med-Quist has waived its rights to compel arbitration of these claims. Because the Court finds that MedQuist waived its right to compel arbitration, MedQuist’s motion to dismiss Claim 1 of the TAC (fraud in the inducement) is now moot and the Court need not address it. This Court is aware that a waiver of the right to compel arbitration is “not to be lightly inferred” because of the strong federal policy in favor of arbitrability. Great Western Mtg. Corp. v. Peacock, 110 F.3d 222, 232 (1997); Barbour v. CIGNA Healthcare of N.J., Inc., 2003 WL 21026710, **4-6, 2003 U.S. Dist. LEXIS 26214, at *14-17 (D.N.J. Mar. 4, 2003); NN & R, Inc. v. OneBeacon Ins. Group, 2006 WL 231596, **3-5, 2006 U.S. Dist. LEXIS 3573, *8-14 (D.N.J. Jan. 30, 2006). Indeed, the Supreme Court requires that “any doubts concerning the scope of arbi-trable issues should be resolved in favor of arbitration, whether the problem at hand is the construction of the contract language or an allegation of waiver, delay, or a like defense to arbitrability.” Moses H. Cone Mem. Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). However, “courts have not hesitated to hold that the right to arbitrate has been waived under [certain] circumstances.” Hoxworth v. Blinder, Robinson & Co., 980 F.2d 912, 926 (3d Cir.1992). Such circumstances include “when the parties have engaged in a lengthy course of litigation, when extensive discovery has occurred, and when prejudice to the party resisting arbitration can be shown.” Great Western Mtg. Corp., 110 F.3d at 233. The showing of prejudice is the “touchstone” for determining whether the right to arbitration has been waived and the relevant inquiry is the extent of the litigation and discovery that the parties engaged in as well as: the degree to which the party seeking to compel arbitration has contested the merits of its opponent’s claims; whether that party has informed its adversary of the intention to seek arbitration even if it has not yet filed a motion to stay the district court proceedings; the extent of its non-merits motion practice; its assent to the district court’s pretrial orders; and the extent to which both parties have engaged in discovery. PaineWebber Inc., 61 F.3d at 1069 n. 4. Waiver will “normally be found only where the demand for arbitration came long after suit commenced” because that is when prejudice can be shown by the party that has expended time, effort, and money prosecuting a case under the discovery rules in the Federal Rules of Civil Procedure which are unavailable in the arbitral forum. Id. at 1068. “Merely answering on the merits, asserting a counterclaim (or cross-claim) or participating in discovery, without more,” is generally not enough to constitute waiver. Id. at 1069 (quoting Hoxworth, 980 F.2d at 925). In this case, a finding of waiver is appropriate. First, like the defendants in Hoxworth, MedQuist has allowed nearly sixteen months to pass between the commencement of the suit (September 9, 2004) and when MedQuist first moved to compel arbitration (January 20, 2006). [Docket Item No. 136.] MedQuist’s delay in moving to compel is all the more perplexing when one considers that MedQuist was on notice — from as early as the filing of the original complaint and First Amended Complaint — that Plaintiffs’ transcription services agreements contained arbitration clauses and that Plaintiffs were alleging fraud in the inducement of the arbitration clauses. (See Complaint ¶¶ 3(a), 34, and 38-47 and First Amended Complaint ¶¶ 4(a), 37,41-50.) Second, prior to filing its motion to compel arbitration on January 20, 2006, Med-Quist’s actions did not indicate an intent to compel arbitration. To the contrary, the fact that MedQuist engaged in extensive motion practice (filing seven motions and answering the Second Amended Complaint prior to filing its motion to compel arbitration) and indicated in correspondence the decision to reserve filing a motion to compel, demonstrates MedQuist’s tactical decision to forego arbitration pending litigation on the merits through its dismissal motions. MedQuist’s motion practice on the merits started while the case was still ven-ued in the Central District of California when, on December 20, 2004, Defendants filed three motions: (1) a motion to dismiss Plaintiffs’ complaint for lack of personal jurisdiction; (2) a motion to dismiss for failure to state a claim for which relief could be granted; and (3) a motion to dismiss or, in the alternative, transfer venue to the District of New Jersey. On August 17, 2005, MedQuist filed a motion to stay to which Plaintiffs replied on September 2, 2005. Also in August of 2005, MedQuist again moved to dismiss, filing a motion to dismiss for failure to state a claim and a second motion to dismiss in favor of arbitration (but not seeking to compel arbitration, see footnote 7, supra). Finally, on November 8, 2005, MedQuist filed a motion for Rule 11 sanctions (on November 8, 2005). The Defendants also answered the Second Amended Complaint on August 1, 2005. MedQuist and Plaintiffs corresponded numerous times beginning in December of 2004 when MedQuist’s counsel wrote to Plaintiffs informing them that MedQuist planned to file three motions to dismiss but made no mention of arbitration. (Hogge Decl. at ¶ 5 and Ex. A, Letter from Neal R. Marder, Esq. of 12/13/04). In email correspondence, counsel for Med-Quist mentioned that they had made a tactical decision to reserve moving to compel arbitration until after the court has ruled on the merits of MedQuist’s motion to dismiss. (Id., Email from Gail Standish, Esq. dated 3/7/05). Specifically, counsel for MedQuist stated that it was Med-Quist’s plan: [T]o file a motion to dismiss all claims in the present complaint [the SAC].... The other potential motion I’d like to discuss would be to stay any claims that remain after our motions to dismiss are decided, and to compel arbitration. As this motion would not be filed until after a decision on the anticipated motions to dismiss, we will have additional time to meet and confer. (Id.) The parties also had a conference and discovery hearing on June 20, 2005 before U.S. Magistrate Judge Joel B. Rosen but there was no indication from MedQuist that they planned to move to compel arbitration. Third, MedQuist’s failure to timely move to compel arbitration has been costly to Plaintiffs. Plaintiffs have devoted substantial amounts of time, effort and money into prosecuting this action. The parties have engaged in expensive and lengthy motion practice and Plaintiffs defended seven motions before MedQuist filed its motion to compel arbitration. Moreover, in conjunction with MedQuist’s motion to compel arbitration in January of 2006, Plaintiffs also had to defend against a motion to dismiss Plaintiffs’ claims on the merits. Like the plaintiffs in Hoxworth, Plaintiffs here have been prejudiced by Med-Quist’s failure to raise arbitration promptly. See 980 F.2d at 926. Med-Quist’s demand for arbitration comes long after the suit was commenced. Furthermore, in making their tactical decision to defer moving to compel arbitration, Med-Quist has availed itself of the jurisdiction of the federal courts and has twice attempted to test the sufficiency of Plaintiffs pleadings. MedQuist was put on notice from the time the original Complaint was filed that at least some Plaintiffs were subject to arbitration clauses but proceeded to conduct extensive and costly motion practice prior to moving to compel. As such, this Court finds that, although waiver is generally not favored, MedQuist waived its right to compel arbitration here through both the operation of its own tactical choice and the unfolding of all attendant circumstances. V. DEFENDANTS’ MOTIONS TO DISMISS A. Plaintiffs’ Fraud Claim Against MedQuist (Claim 2) In Claim 2 of the TAC, Plaintiffs allege that MedQuist carried out a scheme to defraud Plaintiffs by artificially inflating invoices for transcription services. (TAC ¶ 69.) Specifically, Plaintiffs allege that MedQuist conducted this fraudulent scheme knowingly and intentionally and that Plaintiffs were unaware of the scheme because the fraudulent nature of the artificially inflated invoices was not apparent on the face of the invoices and Plaintiffs reasonably relied on the accuracy of the invoices. (Id. at ¶¶ 70-72.) MedQuist argues that Plaintiffs’ fraud claim fails as a matter of law because it does not satisfy the heightened pleading requirements of Rule 9(b), Fed.R.Civ.P. According to MedQuist, for Plaintiffs to satisfy Rule 9(b), the TAC must allege either the “date, place and time” of the fraud or provide alternative facts to “inject! ] precision and some measure of substantiation” into the averments of fraud. Lum v. Bank of America, 361 F.3d 217, 224 (3d Cir.2004). This means that, at a minimum, a plaintiff would be required to indicate “which defendant(s) made misrepresentations to which plaintiffs.” Id. According to MedQuist, virtually none of the allegations refer to fraudulent acts or misrepresentations directed at any one named Plaintiff. Instead, Plaintiffs allege that MedQuist’s fraudulent conduct affected the general category of “Plaintiffs” or “Plaintiffs and the Class.” (Id.) In response, Plaintiffs argue that this Court must approach Plaintiffs’ fraud claims with a more relaxed and pragmatic approach than is generally required under Rule 9(b) because a relaxation of this standard is warranted in cases of corporate fraud where the defendant has certain factual information solely within its control. Under this more relaxed standard, Plaintiffs’ fraud allegations provide enough specifics to put MedQuist on notice of the nature and circumstances of the claims against them. When pleading a claim of fraud, a plaintiff must plead “the circumstances constituting fraud or mistake ... with particularity.” Fed.R.Civ.P. 9(b). A plaintiff is not required to “plead the ‘date, place or time’ of the fraud, so long as plaintiff uses an alternative means of injecting precision and some measure of substantiation into their allegations.” Rolo v. City Inv. Co. Liquidating Trust, 155 F.3d 644, 658 (3d Cir.1998) (quoting Seville Indus. Machinery v. Southmost Machinery, 742 F.2d 786, 791 (3d Cir.1984)). To meet this standard, the subject and nature of each misrepresentation must be adequately pled. See Seville Indus. Machinery, 742 F.2d at 791. A court must apply the heightened pleading standards of Rule 9(b) in accordance with the rule’s underlying purpose-namely (a) to put the defendant on notice of the precise misconduct surrounding the allegation of fraud asserted against it and (b) to guard against “spurious charges of immoral or fraudulent behavior.” See id. at 791; see also Lum, 361 F.3d at 224; New Jersey Sports Prod., Inc. v. Don King Prod., Inc., 1997 U.S. Dist. LEXIS 23209 at *42 (D.N.J. October 28, 1997)(holding that “[t]he central inquiry ... is whether the complaint is sufficiently precise to place the defendant on notice----”)(emphasis added). The Third Circuit has relaxed the heightened standards for pleadings under Rule 9(b) in the case of corporate fraud. See In re Craftmatic Sec. Litig., 890 F.2d 628, 645 (3d Cir.1989); Shapiro v. UJB Financial Corp., 964 F.2d 272, 284 (3d Cir.1992). WTiile the rule established in Craftmatic was forged with respect to a securities fraud case, the same purpose— to prevent sophisticated defrauders from successfully concealing the details of their fraud — is equally applicable in instances of corporate fraud. Id. To this end, the Craftmatic court held that “courts have relaxed the rule when factual information is peculiarly within the defendant’s knowledge or control.” Id. (citing Moore v. Kayport Package Express, Inc., 885 F.2d 531, 540 (9th Cir.1989)). The pleader, however, must (1) allege that the necessary information lies within the defendant’s control and (2) the allegations must be accompanied by a statement of the facts upon which the allegations are based. Id.; see In Re: Midlantic Corp. Shareholder Litig., 758 F.Supp. 226, 232 (D.N.J.1990). Finally, courts in this District have held that “when the transactions are numerous and take place over an extended period of time, less specificity in pleading fraud is required.... ” Kronfeld v. First Jersey Nat’l Bank, 638 F.Supp. 1454,1465 (D.N.J. 1986). In the present case, Plaintiffs have met the Rule 9(b) pleading standards. The TAC asserts that the “specific internal corporate mechanisms and operations by which Defendants carried out the Fraudulent Scheme, and the specific activities engaged in by Defendants in furtherance of the Fraudulent Scheme, are within the exclusive knowledge and understanding of those with MedQuist.” (TAC ¶ 39.) Moreover, Plaintiffs allege that, without any breakdown for the costs charged in Plaintiffs’ bimonthly invoices, the inflation of the invoices was “not apparent on the face of the invoices themselves.” (Id. ¶ 71.) Also, under Kronfeld, the fact that Plaintiffs were invoiced on a biweekly basis and MedQuist’s allegedly fraudulent activity took place over a period of five years weighs in favor of this Court relaxing the heightened pleading standards of Rule 9(b). Plaintiffs’ pleadings are satisfactory as they function to put MedQuist on notice of the specific fraud claims asserted against it. The TAC provides details about how MedQuist generated inflated invoices, how the invoices were upcharged and how Plaintiffs were invoiced by Med-Quist. (TAC ¶¶ 31-48, 68-74.) The TAC also contains allegations regarding how the inflated invoices were delivered (by fax or mail) and how Plaintiffs, being unable to verify the accuracy of the invoices, unwittingly paid them. (Id. ¶¶ 31-48, 68-74.) Such detailed allegations are sufficient to satisfy Rule 9(b). MedQuist cites Rolo v. City Inv. Co. Liquidating Trust, supra, for the proposition that this Court must dismiss Plaintiffs’ fraud claim against MedQuist. According to MedQuist, the present case is similar to Rolo, in which the Third Circuit concluded that a complaint failed to meet the Rule 9(b) standard because it lacked “any specific allegations about the [fraudulent] presentations made to any of the named plaintiffs.” Id., 155 F.3d at 658. Similarly, according to MedQuist, Plaintiffs have made no allegations as to what happened to any named Plaintiffs. The Court finds Rolo distinguishable from the present situation, however. In Rolo, the plaintiffs failed to specifically allege whether any misrepresentations were made to the plaintiffs, instead alleging what “typically” happened to “most purchasers.” Id. at 659. Here, while Plaintiffs have not alleged which of the ten fraudulent activities were done to which of the six Plaintiffs, Plaintiffs have alleged that MedQuist carried out its Fraudulent Scheme against all Plaintiffs in some or all of these ways. (TAC ¶ 69.) Given that knowledge of the specific application of these fraudulent billing mechanisms is alleged to be peculiarly within Defendants’ control, and having cited numerous examples of the deceptive overbillings, this is sufficient to satisfy Rule 9(b). Accordingly, the Court will deny Med-Quist’s motion to dismiss Claim 2 of the TAC. B. Plaintiffs ’ Demand for Accounting (Claim 3) and Claim for Unjust Enrichment (Claim 4) In Claim 3 of the TAC, Plaintiffs allege Defendants knew of the existence of corporate records that indicate the amounts Defendants unlawfully obtained due to the fraudulent scheme perpetrated by Defendants. Plaintiffs have demanded that MedQuist reveal its complete corporate records so that a fair accounting can be made of profits derived from upcharg-ing. (Id. ¶ 77.) According to Plaintiffs, Defendants have rebuffed previous demands for an accounting by Plaintiffs. (Id. ¶ 78.) In Claim 4, Plaintiffs allege that Defendants were improperly and unjustly enriched by payments received from Plaintiffs based on wrongful and fraudulent invoices for transcription services rendered. 1. MedQuist, Scarpone and Clark The MedQuist Defendants argue that Plaintiffs’ claim for accounting is barred. According to the MedQuist Defendants, an accounting is an equitable remedy that is only available when a remedy at law is not available. In addition, the MedQuist Defendants argue that Plaintiffs have not alleged the circumstances that would entitle them to an accounting, namely, that the complicated nature of the accounts between the parties requires as much. Third, the MedQuist Defendants argue that Plaintiffs cannot proceed with an unjust enrichment claim. Unjust enrichment, according to the MedQuist Defendants, is a quasi-contract claim. Plaintiffs have plead the existence of an express contract between each Plaintiff and Med-Quist and/or Transcriptions; and Defendants argue that the existence of an express contract precludes a claim under quasi-contract. See Moser v. Milner Hotels, 6 N.J. 278, 280, 78 A.2d 393 (1951). At this stage in the litigation, the Court will allow Plaintiffs’ equitable claims for an accounting and unjust enrichment to go forward against the MedQuist Defendants. Plaintiffs are simply taking advantage of the fact that Rule 8(e)(2), Fed.R.Civ.P. allows a plaintiff to plead in the alternative. Id. Decisions from this District and others have reiterated this point. See In re K-Dur Antitrust Litig., 338 F.Supp.2d 517, 544 (D.N.J.2004)(plaintiffs “are clearly permitted to plead alternative theories of recovery,” including unjust enrichment and parallel remedies at law); see also U.S. v. Kensington Hosp., 760 F.Supp. 1120, 1135 (E.D.Pa.1991)(finding dismissal of unjust enrichment claim premature where federal rules allow pleading alternative theories of recovery). As such, MedQuist’s motion to dismiss Plaintiffs’ demand for an accounting and unjust enrichment claim will be denied. 2. Kearns and Suender Kearns and Suender each raise an additional argument for dismissal of Plaintiffs’ demand for an accounting. Specifically, Kearns and Suender argue that, as former employees of MedQuist, they do not have access to the records and in fact never had possession, custody or control of such records. This being the case, this Court could issue no order directing Kearns or Suender to provide the requested accounting. In addition, Kearns and Suender argue that Plaintiffs (1) cannot bring a claim for unjust enrichment if a contract exists and (2) that Plaintiffs have not alleged that Plaintiffs never conferred a benefit on them and thus, there is no benefit that it would be unjust for either of them to retain. Specifically, Kearns and Suender argue that even if Plaintiffs invoices were inflated, Plaintiffs have not and cannot claim that any of the alleged overpayments were paid to either individual. In opposition, Plaintiffs argue only that Kearns and Suender’s arguments are premature and improper in a 12(b)(6) analysis. The Court agrees with Kearns and Suender and will dismiss Plaintiffs’ demand for an accounting against these defendants. Plaintiffs have failed to plead that either Kearns or Suender have access to the records Plaintiffs seek or in fact ever had possession, custody or control of the records — all of which are necessary elements of a claim for the equitable relief of an accounting. MedQuist and Transcriptions (the corporate defendants) and not Kearns and Suender (the former officers) are the proper defendants for this claim. In fact, the TAC states specifically that “Plaintiffs have demanded that Med-Quist reveal its complete corporate records” regarding the fraudulent scheme. The Court, however, does not agree with Suender and Kearns that Plaintiffs’ unjust enrichment claim must be dismissed. Rule 8(a) of the Federal Rules of Civil Procedure requires only notice pleading or a “short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a); see In re Suprema Specialties, Inc. Sec. Litig., 438 F.3d 256, 270 (3d Cir.2006). The Supreme Court has made clear that Rule 8(a) does not demand fact pleading nor that Plaintiffs’ legal theories be set out in particularity. Sivierkiewicz v. Sorema, N.A., 534 U.S. 506, 512, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002); Weston v. Penn., 251 F.3d 420, 428-30 (3d Cir.2001). Instead, Rule 8 requires only that a complaint “provide fair notice of what the plaintiffs claim is and the grounds upon which it rests.” Weston, 251 F.3d at 429 (quoting Conley v. Gibson, 355 U.S. 41, 47-48, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). First, Suender and Kearns’ arguments rest on the presumption that a valid contract exists between MedQuist and Plaintiffs and that Plaintiffs cannot recover for unjust enrichment if a contract exists. The TAC, however, does not allege that a valid contracts exist; rather, the TAC alleges that the process of negotiating the contracts was so fraught with fraud, that no contracts were formed. In addition, Suender’s and Kearns’ arguments that Plaintiffs have failed to plead that either defendant personally retained any benefit from the fraudulent scheme that would be unjust for them to retain is unavailing. Under the lenient standard of Rule 8, it is clear that dismissal under Fed.R.Civ.P. 12(b)(6) would be inappropriate as Plaintiffs have alleged that Defendants (including Suender and Kearns) “have been unjustly enriched at the expense of Plaintiffs and the Class” as a result of their participation in the fraudulent scheme. Presently, that is all that Plaintiffs are required to do. Thus, as to Suender and Kearns, Plaintiffs’ demand for an accounting will be dismissed but Plaintiffs’ claim for unjust enrichment will be allowed to proceed. C. Violation of the RICO Act (§ 1962(c)) (Claim 5) and Conspiracy to Violate RICO (§ 1962(d)) (Claim 6) In Claims 5 and 6 of the TAC, Plaintiffs allege that all of the Defendants (except Transcriptions) violated the RICO statute (18 U.S.C. § 1962(c)) and engaged in a conspiracy to violate RICO (18 U.S.C. § 1962(d)). (TAC ¶¶ 84-100). Specifically, Plaintiffs claim that MedQuist, Clark, Scarpone, Suender and Kearns are each RICO “persons” under § 1961(3), (see TAC ¶ 86), and that MedQuist and Transcriptions together formed an ongoing and continuing association-in-fact that served as the RICO “enterprise” under § 1961(4) (referred to as the “MedQuist enterprise”). (TAC ¶ 87.) According to the TAC, over a five-year period, these Defendants used the MedQuist enterprise to artificially inflate invoices for transcription services to Plaintiffs. (TAC ¶¶ 89-100). The RICO predicate acts included sending invoices via fax (constituting wire fraud in violation of 18 U.S.C. § 1343) and through the U.S. mail (constituting mail fraud in violation of 18 U.S.C. § 1341). (Id. ¶¶ 89-93.) According to the TAC, Defendants’ actions constituted “racketeering activity” and collectively, constituted a “pattern of racketeering activity.” 18 U.S.C. § 1961(1), (5). Section 1962(c) makes it unlawful for: any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering activity or collection of unlawful debt. 18 U.S.C. § 1962(c). To plead a RICO violation, a plaintiff “must allege (1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity.” Lum, 361 F.3d at 223. Thus, under § 1962(c), Plaintiffs must plead: “(1) the existence of an enterprise affecting interstate commerce; (2) that the defendant was employed by or associated with the enterprise; (3) that the defendant participated, either directly or indirectly, in the conduct or the affairs of the enterprise; and (4) that he or she participated through a pattern of racketeering activity.” United States v. Irizarry, 341 F.3d 273, 285 (3d Cir.2003). 1. Violation of RICO (§ 1962(c))(Claim 5) a. MedQuist, Scarpone and Clark The MedQuist Defendants advance two arguments for dismissal of Plaintiffs’ RICO claims. i. Existence of a RICO “Enterprise” First, the MedQuist Defendants argue that Plaintiffs failed to properly plead the existence of a RICO enterprise. A proper § 1962(c) claim must allege “the existence of two distinct entities: (1) a ‘person’; and (2) an ‘enterprise’ that is not simply the same ‘person’ referred to by a different name.” Cedric Kushner Promotions, Ltd. v. King, 533 U.S. 158, 161, 121 S.Ct. 2087, 150 L.Ed.2d 198 (2001). According to the MedQuist Defendants, Plaintiffs’ RICO claim against MedQuist fails because Plaintiffs have failed to plead that the RICO “person” (MedQuist) is sufficiently distinct from the RICO “enterprise” (an association-in-fact between MedQuist and its wholly-owned subsidiary Transcriptions). Plaintiffs counter that Defendants have confused what must be plead at the pleadings stage with what Plaintiffs must prove at trial. At the motion to dismiss stage, according to Plaintiffs, Plaintiffs need only identify the entities it believes constitute the RICO enterprise and RICO person. Moreover, according to Plaintiffs, a RICO “enterprise” is defined broadly under the RICO statute and Third Circuit law allows a plaintiff to plead a parent-subsidiary as the components of an “association-in-fact.” The Third Circuit has an extensive jurisprudence regarding what constitutes sufficient distinction between a RICO “person” and a RICO “enterprise.” In B.F. Hirsch v. Enright Refg Co., 751 F.2d 628, 633 (3d Cir.1984), the Third Circuit held that the defendant “person” charged with violating § 1962(c) cannot be the same entity as the alleged “enterprise.” The defendant in Enright, therefore could not simultaneously be both the defendant and the enterprise, because it would be illogical to say that a corporation was employed by or associated with itself. Id. at 633. In Brit-tingham v. Mobil Corp., 943 F.2d 297, 302-03 (3d Cir.1991), the court upheld a district court’s dismissal on Rule 12(b)(6) grounds due to lack of distinctiveness in which a parent corporation was the RICO “person” and its subsidiary the alleged “enterprise.” However, in Lorenz v. CSX Corp., 1 F.3d 1406, 1412-13 (3d Cir.1993), the court recognized that “it is still theoretically possible for a parent corporation to be the ‘person’ and its subsidiary to be the ‘enterprise’ ... [but] the plaintiff must plead facts which, if assumed to be true, would clearly show that the parent corporation played a role in the racketeering activity which is distinct from the activities of the subsidiary.” Further, the Lorenz court held that a RICO claim under Section 1962(c) “is not stated where the subsidiary merely acts on behalf of, or to the benefit of, its parent.” Id. at 1412. In Lorenz, in which the parent and grandparent corporations were the defendant and the subsidiary the enterprise, the court ultimately concluded that the plaintiffs failed to allege sufficient facts to show that the grandparent and parent were distinct entities from the alleged enterprise consisting of their subsidiary. Id. This was due, in part, to the fact that the alleged frauds which constituted the RICO predicate acts “[were] described as being committed by both the parent and subsidiary corporation ... [therefore] undercutting] plaintiffs theory that the corporate defendants are distinct from the enterprise consisting of their subsidiary.” Id. For purposes of Section 1962(c), the court held that there was not sufficient distinctiveness between the “person” and “enterprise.” Id. In a case with a factual scenario very similar to the present case, the Third Circuit held that a corporation generally cannot be a RICO “person” under Section 1962(c) and conduct an “enterprise” consisting of the corporation itself in association with its subsidiaries or employees. Gasoline Sales, Inc. v. Aero Oil Co., 39 F.3d 70, 73 (3d Cir.1994). In Gasoline Sales, the plaintiff alleged that Getty Petroleum Corp. was one of the RICO “persons” while Getty’s two wholly-owned subsidiaries Aero Oil Company and Reco Petroleum, Inc. comprised the RICO “enterprise.” Id. at 71. The Court upheld the district court’s dismissal on 12(b)(6) grounds, holding that Getty was not “sufficiently distinct from the ‘enterprises’ Aero and Reco to have conducted them within the meaning of section 1962(c).” Id. at 73. According to the Court of Appeals, the plaintiffs “complaint, far from distinguishing Getty’s role in the scheme, closely identifies] Getty’s actions with the actions of Aero and Reco.” Id. In Jaguar Cars, Inc. v. Royal Oaks Motor Car Co., 46 F.3d 258 (3d Cir.1995), the Third Circuit revisited its § 1962(c) jurisprudence in light of the U.S. Supreme Court cases of Reves v. Ernst & Young, 507 U.S. 170, 183, 113 S.Ct. 1163, 122 L.Ed.2d 525 (1993), and National Organization for Women v. Scheidler, 510 U.S. 249, 114 S.Ct. 798, 127 L.Ed.2d 99 (1994), holding that “corporate officers/employees may properly be held liable as persons managing the affairs of their corporation as an enterprise through a pattern of racketeering. ...” See also Kushner, 533 U.S. at 161, 121 S.Ct. 2087. The Jaguar Cars court appears not to have addressed or modified the line of cases holding that corporations are not distinct from their subsidiaries, stating that “a corporation would be liable under § 1962(c), only if it engages in racketeering activity as a ‘person’ in another distinct ‘enterprise.’ ” Jaguar Cars, 46 F.3d at 268. Applying these cases to the facts before this Court, the Court holds that MedQuist is not sufficiently distinct from the Med-Quist-Transcriptions association-in-fact to make MedQuist liable under Section 1962(c). The Court agrees with Plaintiffs that an enterprise can consist of a parent and subsidiary acting as an “association-in-fact.” However, the pleadings must draw a distinction between the RICO “enterprise” and the RICO “person.” See Lorenz, 1 F.3d at 1412 (finding that “the plaintiff must plead facts which, if assumed true, would clearly show that the parent corporation played a role in the racketeering activity that was distinct” from the enterprise.) In the TAC, Plaintiffs fail to adequately plead such a distinction. At oral argument, Plaintiffs’ counsel argued that such a distinction exists in that Transcriptions signed the customer contracts while the artificially inflated invoices were sent and funds received by MedQuist and that it is through that enterprise (the combination of MedQuist and Transcriptions — two legally distinct entities) that the fraudulent scheme was perpetrated. But in order to name MedQuist as the RICO “person” under a § 1962(c) claim, Plaintiffs would have to allege facts that show that MedQuist played a role in the racketeering activity which was distinct from the activity of the association-in-fact between MedQuist and Transcriptions. Plaintiffs have not done this. Instead, the TAC routinely lumps MedQuist and Transcriptions together, referring to them collectively as “MedQuist.” (TAC ¶ 1.) For example, the TAC states that “MedQuist (and its acquired company Transcriptions, Inc.) systematically inflated invoices for transcription services ... and took steps to actively conceal the fraudulent manner in which invoices were manufactured.” (Id. ¶ 4.) The TAC also alleges that, in furtherance of the fraudulent scheme, “MedQuist utilized a method to artificially inflate its invoices by counting ‘invisible’ characters,” (Id. ¶ 41), that “MedQuist invoiced Class members,” (Id. ¶ 46), that “MedQuist submitted its artificially inflated invoices to Plaintiffs,” (Id. ¶ 47), and “[w]ith respect to those contracts in which MedQuist agreed to bill per AAMT line, MedQuist has admitted that it did not consistently do so.” (Id. ¶ 38.) Here, the TAC suffers from the same ills that the Third Circuit pointed out in the plaintiffs’ complaint in Gasoline Sales; namely that the complaint, “far from distinguishing Getty’s [the RICO ‘person’] role in the scheme, [the complaint] closely identifies] Getty’s actions with the actions of Aero and Reco [the enterprise.]” Gasoline Sales, 39 F.3d at 73. As such, MedQuist must be dismissed under Claim 5. The MedQuist Defendants do not directly argue that Plaintiffs’ RICO claims against Scarpone and Clark should be dismissed. Unlike with MedQuist, there is no “distinctiveness” problem with Scarpone (a senior officer of both MedQuist and Transcriptions) and Clark (a senior officer at MedQuist) designated as the RICO “persons” and the MedQuisb-Transcriptions association-in-fact as the RICO “enterprise.” Indeed, under Kushner and Jaguar Cars a corporate employee/officer can be a RICO “person” while the employee’s employer can serve as the RICO “enterprise.” Kushner, 533 U.S. at 161, 121 S.Ct. 2087; Jaguar Cars, 46 F.3d 258. ii. “Operations and Control” Allegations Second, MedQuist argues that, for Plaintiffs to state a § 1962(c) claim, a plaintiff must allege not only that the defendants were “employed by or associated with” an enterprise, but also that defendants “conduct[ed] or participat[ed] ... in the conduct of such enterprise’s affairs through a pattern of racketeering activity.” (Med-Quist Br. at 16 citing 18 U.S.C. § 1962(c)). MedQuist argues that here, Plaintiffs’ allegations are wholly conclusory and that Plaintiffs do not state any facts to support allegations that Scarpone and Clark participated in the operation or management of the RICO enterprise. To survive a Rule 12(b)(6) motion to dismiss their Section 1962(c) claim, Plaintiffs need only allege that the MedQuist Defendants “participated in the operation or management” of the relevant enterprise. Reves, 507 U.S. at 184, 113 S.Ct. 1163. Thus, to participate directly or indirectly in the conduct of an enterprise’s affairs for purposes of § 1962(c), one need only play “some part in directing the enterprise’s affairs.” See id. at 179, 113 S.Ct. 1163 (emphasis added). It is not necessary for Plaintiffs to plead that the MedQuist Defendants had primary responsibility for operating and managing the affairs of the RICO enterprise. Id. Here, the TAC identifies an ongoing and continuing assoeiation-in-fact consisting of MedQuist and Transcriptions as the enterprise that Scarpone and Clark used to conduct a pattern of racketeering activities. Specifically, the TAC alleges that Scarpone, as the executive vice president of marketing and new business development, was “one of the highest-ranking offieer[s] directly responsible for overseeing the marketing of MedQuist’s ... medical transcription services.” (TAC ¶ 16.) Furthermore, Clark, as MedQuist’s Senior Vice-President of Operations is alleged to have been “responsible for supervising all of MedQuist’s offices throughout the country” and for the customer service centers where the customer complaints for inflated billing were lodged. (Id. ¶ 19.) Scarpone and Clark were also among the Defendants that Plaintiffs’ TAC alleged: (1) “delivered or cause to be delivered” the “artificially inflated invoices for transcription services,” (Id. ¶ 90, 92); (2) were motivated in creating and operating the MedQuist enterprise “to fraudulently obtain illegal profits for their medical transcription services”; (Id. ¶ 98) and (3) were among “an array of employees” who carried out “illegal conduct and wrongful practices” and “necessarily relied upon the frequent transfer of documents ... by the U.S. mails and interstate wire facilities.” (Id. ¶ 95.) Accordingly, the Court will dismiss Plaintiffs’ substantive RICO claim (Claim 5) against MedQuist because Plaintiffs’ pleadings do not satisfy § 1962(c)’s distinctiveness requirement. However, the Court will deny the MedQuist Defendants’ motion to dismiss Scarpone and Clark, finding that they are sufficiently distinct from the RICO enterprise and that Plaintiffs properly alleged that Scarpone and Clark were involved in the operation and control of the RICO enterprise. b. Kearns and Suender Kearns and Suender support their motion to dismiss with respect to Plaintiffs’ substantive RICO violation claim by arguing that (1) the TAC fails to allege that Kearns or Suender were directing the affairs of the RICO enterprise and (2) Plaintiffs failed to plead the RICO predicate acts with sufficient particularity. The Court disagrees and finds that Plaintiffs have adequately plead their substantive RICO claims against Suender and Kearns. As stated above, to survive a Rule 12(b)(6) motion to dismiss a § 1962(c) claim, a plaintiff need only allege that the defendant “participated in the operation or management” of the relevant enterprise and had “some part in directing the enterprise’s affairs.” Reves, 507 U.S. at 179, 184, 113 S.Ct. 1163 (emphasis added). Plaintiffs must also allege facts indicating that the defendant participated in the operation or management through a pattern of racketeering activity (i.e., if his management participation is conducted via a pattern of criminal acts) and demonstrate a nexus between the person and the unlawful conduct in the affairs of an enterprise. United States v. Parise, 159 F.3d 790, 796 (3d Cir.1998). With respect to Kearns, the TAC satisfies the requirement that Plaintiffs plead that Kearns participated in the operations and management of the RICO enterprise. The TAC alleges that Kearns was the Chief Operating Officer of MedQuist, Inc. and Senior Vice President and Chief Financial Officer of Transcriptions and was “the highest-ranking officer directly responsible for overseeing the financial affairs, profits and revenues generated by MedQuist” at the time MedQuist was allegedly part of the fraudulent scheme. (TAC ¶ 18.) Kearns executed several agreements on behalf of Transcriptions (at the time he allegedly knew that MedQuist was involved in a fraudulent scheme to provide Plaintiffs with inflated invoices) and was “instrumental in the implementation and continuation” of the scheme. (Id. ¶ 18, 48.) These allegations satisfy the requirement that Plaintiffs plead that Kearns was involved in the operations and management of the RICO enterprise and participated in a pattern of racketeering activity. In addition, Plaintiffs have sufficiently plead a nexus between the person (Kearns) and the unlawful conduct in the affairs of an enterprise (mail fraud and wire fraud). Plaintiffs plead Kearns’ predicate acts with sufficient particularity. The TAC cites Kearns as among the Defendants who “delivered or caused to be delivered” the “artificially inflated invoices for transcription services.... ” (Id. ¶ 90, 92). Kearns also was among “an array of employees” who carried out “illegal conduct and wrongful practices” and “necessarily relied upon the frequent transfer of documents ... by the U.S. mails and interstate wire facilities.” (Id. ¶ 95.) At this stage in the proceedings, Plaintiffs have satisfied their pleading requirements with respect to Kearns. Similarly, Plaintiffs have properly plead a § 1962(c) claim against Suender as the TAC identifies a MedQuist-Transcriptions enterprise that Suender, as a senior executive, used to conduct a pattern of racketeering. Viewing the TAC in the light most favorable to the Plaintiffs, as required at this stage by Rule 12(b)(6), the TAC alleges that Suender was Executive Vice President and Chief Legal Officer of MedQuist, Inc. and Vice President of Transcriptions. (TAC ¶ 17.) In this capacity, Suender reviewed, approved and ratified contracts between MedQuist and Plaintiffs “at a time when he knew that MedQuist was engaged” in a fraudulent scheme to provide customers with artificially inflated invoices. (Id.) In addition, Plaintiffs have sufficiently plead a nexus between Suender and the racketeering activity of mail fraud and wire fraud. The TAC alleges that Suender was among the Defendants that “delivered or cause to be delivered” the “artificially inflated invoices for transcription services,” (Id. ¶ 90, 92), and that Suender was amo