Full opinion text
ORDER PATRICK MICHAEL DUFFY, District Judge. This matter is before the court upon three motions: (1) a Motion to Dismiss filed by Defendants Golden West Financial Corporation (“Golden West”) and Wachovia Corporation (“Wachovia”); (2) a Motion for Judgment on the Pleadings filed by Defendant World Savings Bank, FSB (“WSB” or “World”); and (3) a Cross-Motion for Judgment on the Pleadings filed by Plaintiffs Bonnie Mincey, Stephanie O’Rourke, and Tina Singer (“Plaintiffs”). For the reasons set forth herein, the court grants the Motion to Dismiss filed by Golden West and Wachovia. The court grants in part and denies in part WSB’s Motion for Judgment on the Pleadings and also grants in part and denies in part Plaintiffs’ Motion for Judgment on the Pleadings. BACKGROUND Plaintiffs filed the instant lawsuit on November 16, 2007 as a class action, though as of this date, a class has not been certified, and an Amended Complaint was filed on January 18, 2008. The Amended Complaint states that such action is brought based on Defendants’ failure to clearly and conspicuously disclose to Plaintiffs and the Class Members, in Defendants’ Option Adjustable Rate Mortgage (“Option ARM”) loan documents and in the required disclosure statements accompanying the loans, (i) the actual interest rate on which the payment amounts listed in the Truth in Lending Disclosure Statements are based (12 C.F.R. § 226.17); (ii) that making the payments according to the payment schedule in the Truth in Lending Disclosure Statement provided by Defendants will result in negative amortization and that the principal balance will increase (12 C.F.R. § 226.19); and (iii) that the payment amounts listed on the Truth in Lending Disclosure Statement are insufficient to pay both principal and interest. (Am. Compl. ¶ 1.) The Amended Complaint explains that an Option ARM “is a monthly adjustable rate mortgage that gives the borrower multiple monthly payment options. When the borrower receives his or her monthly statement, it provides options to pay a minimum payment amount, an interest only payment, a payment based on a 30-year amortization, or a 15-year amortization.” (Id. ¶ 20.) The Amended Complaint also states, Up to 80 percent of all Option ARM borrowers make only the minimum payment each month, often because they are not properly informed about the terms of the loan. The unpaid interest is then added to the balance of the mortgage, a process called “negative amortization.” Once the balance reaches a set amount, usually 125 percent of the original loan principal, the loan is automatically reset to a higher rate. (Id. ¶ 23.) Plaintiffs assert the Defendants “engaged in a campaign of deceptive conduct and concealment aimed at maximizing the number of consumers who would accept this type of loan in order to maximize Defendants’ profits, even as Defendants knew their conduct could cause long-term difficulties for consumers and could result in the loss of their homes through foreclosure.” (Id. ¶ 29.) According to Plaintiffs, Defendants “failed to disclose, and by omission, failed to inform Plaintiffs of the fact that Defendants’ Option ARM loan was designed to, and did, cause negative amortization to occur.” (Id. ¶ 30.) Plaintiffs further allege that “the payment schedule provided by Defendants was guaranteed to be insufficient to pay all of the interest due, let alone both principal and interest, which was certain to result in negative amortization.” (Id. ¶ 34.) These interest charges above and beyond the fixed payment “were added to the principal balance on [Plaintiffs’] home loans in ever-increasing increments, substantially increasing the principal balance on their home loans and reducing the equity in these borrowers’ homes.” (Id. ¶ 38.) The Amended Complaint also states, The Option ARM loans sold by Defendants all have the following uniform characteristics: (a) The loan has a low fixed payment amount for the first 10 years of the Note, as evidenced in the payment schedule provided by Defendants; (b) The payment amount is wholly unrelated to the interest rate listed on the Note and Truth in Lending Disclosure Statement; (c) The Note states that each payment will go to both principal and interest; (d) The payment amounts listed in the Truth in Lending Disclosure Statement are not sufficient to pay the actual interest being charged, and none of the payments up through the first 10 years of the Note are applied to the principal balance; (e) The low payment amount listed in the Note and Truth in Lending Disclosure Statement was intended by Defendants to mislead consumers into believing that the low payments for the first 10 years of the loan were based on the listed interest rate; (f) The chief marketing gimmick, minimum payment, was intended to misleadingly portray to consumers that the low payments would continue for years with no negative amortization; (g) The payment has a capped annual increase on the payment amount; (h) If the unpaid balance on the loan exceeds a certain percentage of the original principal borrowed (usually 125 percent), the payment automatically reset[s] at a higher interest rate and/or payment amount; and (i) The loan includes a prepayment penalty for a period up to three (3) years, thereby preventing consumers from refinancing during that time. (Id. ¶ 45.) Plaintiffs list the following causes of action in their Amended Complaint: (1) violation of the Truth in Lending Act (“TILA”) and the corresponding regulations; (2) “fraudulent omissions;” (3) violation of the South Carolina Unfair Trade Practices Act (“SCUTPA”); and (4) breach of contract and the implied covenant of good faith and fair dealing. (See Am. Compl.) As noted above, several motions are pending in the instant case, and the court will address each one in turn. ANALYSIS A. Motion to Dismiss Filed by Golden West and Wachovia Golden West and Wachovia filed a Motion to Dismiss pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure on February 21, 2008. (See Doc. No. [23].) This motion asserts Plaintiffs “have inappropriately sued two entities [ (Golden West and Wachovia) ] with which they have no relationship whatsoever.” (Mem. in Supp. of Mot. to Dismiss at 1.) These Defendants state, Plaintiffs do not allege that they had any contact with either Wachovia or Golden West, nor do the loan documents attached to their Complaint support any such allegations. Plaintiffs’ Complaint alleges essentially nothing against Wachovia or Golden West. Instead, Plaintiffs improperly lump Wachovia and Golden West with World but make no specific, substantive allegations against Wachovia or Golden West. (Id. at 1-2.) Golden West and Wachovia assert the documents attached to the Complaint demonstrate that Plaintiffs’ only relationship was with WSB and that “Plaintiffs’ conclusory allegations of ‘agency, servitude, joint venture, division, ownership, subsidiary, alias, assignment, alter-ego, partnership, or employment,’ without any factual support, are insufficient” under Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). (Id. at 2.) Golden West and Wachovia further state, [T]he loan documents attached to [Plaintiffs’] Complaint clearly disclose that Golden West and Wachovia are not “creditors” under the TILA, thereby mandating dismissal of those claims ... Plaintiffs have failed to plead fraud with sufficient particularity. Finally, because Plaintiffs have no relationship with Golden West or Wachovia, whether contractual or otherwise, they cannot assert claims for unfair trade practices, breach of contract, and breach of the implied covenant of good faith and fair dealing against them. (Mem. in Supp. of Mot. to Dismiss at 3.) Plaintiffs filed a Response in Opposition on April 4, 2008, asserting they “have properly pleaded that World Savings Bank acted as the agent of Golden West and Wachovia in making the loan, and that Defendants were acting in concert with each other or were joint participants and collaborators in the acts complained of in Plaintiffs’ First Amended Class Action Complaint.” (Resp. in Opp’n to Mot. to Dismiss at 1.) Plaintiffs further assert “there is ample evidence that these Defendants are properly named parties and had direct involvement in Plaintiffs’ and Class Members’ loans.” (Id.) 1. Standard of Review for Motion to Dismiss Pursuant to Rule 12(b)(6) Upon reading all the documents in the record associated with the Motion to Dismiss, it is clear the parties have differing views on the standard this court should employ in evaluating a Motion to Dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Golden West and Wachovia cite Twombly for the proposition that “ ‘[w]hile a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiffs obligation to provide the grounds of his entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level (Mem. in Supp. of Mot. to Dismiss at 3-4 (quoting Twombly, 127 S.Ct. at 1965).) Plaintiffs, however, assert the standard of review is as follows: “A Rule 12(b)(6) motion should be granted only if, after accepting all well-pleaded allegations in the complaint as true, it appears certain that the plaintiff cannot prove any set of facts in support of his claims that entitles him to relief.” Mattress v. Taylor, 487 F.Supp.2d 665, 667-68 (D.S.C.2007); see also, Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir.1999). “[A] complaint should not be dismissed for failure to state a claim 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.” Wood v. Moseley Architects, P.C., No. 4:07-147-RBH, 2007 WL 2428630, at *1 (D.S.C. Aug. 21, 2007) (quoting Republican Party of N.C. v. Martin, 980 F.2d 943, 952 (4th Cir.1992)). “A motion to dismiss under Rule 12(b)(6) tests the sufficiency of the complaint; importantly, it does not resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.” Id. (quoting Republican Party of N.C., 980 F.2d at 952). “Further, ‘[u]nder the liberal rules of federal pleading, a complaint should survive a motion to dismiss if it sets out facts sufficient for the court to infer that all the required elements of the cause of action are present.’ ” Mattress, 487 F.Supp.2d at 668 (quoting Wolman v. Tose, 467 F.2d 29, 33 n. 5 (4th Cir.1972)). The court “must assume that the allegations of the complaint are true and construe them in the light most favorable to the plaintiff.” Republican Party of N.C., 980 F.2d at 952. (Resp. in Opp’n to Mot. to Dismiss at 2.) Plaintiffs then assert Defendants’ heavy reliance on Twombly is misplaced, as it is based on the mistaken assumption that Twombly “has re-instated the intricate fact-based pleading requirements of the nineteenth century.” (Id. at 3.) In order to resolve the disagreement, two Supreme Court opinions merit discussion: Bell Atlantic Corporation v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), and Erickson v. Pardus, 551 U.S. 89, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007). The question in Twombly was whether an action pursuant to § 1 of the Sherman Act “can survive a motion to dismiss when it alleges that major telecommunications providers engaged in certain parallel conduct unfavorable to competition, absent some factual context suggesting agreement, as distinct from identical, independent action.” Twombly, 127 S.Ct. at 1961. The district court dismissed the complaint for failure to state a claim, understanding that allegations of parallel conduct, taken alone, do not state a claim under § 1. Id. at 1963. The district court concluded the plaintiffs “must allege additional facts that tend to exclude independent self-interested conduct as an explanation for defendants’ parallel behavior.” Id. (internal quotation marks omitted). The United States Court of Appeals for the Second Circuit reversed, holding the district court tested the complaint by the wrong standard. Id. The Second Circuit held that “plus factors are not required to be pleaded to permit an antitrust claim based on parallel conduct to survive dismissal.” Id. (internal quotation marks omitted). The Supreme Court granted certiorari to address the proper standard for pleading an antitrust conspiracy through allegations of parallel conduct. Id. The Court began its analysis by stating that the “crucial question is whether the challenged anticompetitive conduct stems from independent decision or from an agreement, tacit or express.” Id. at 1964 (internal quotation marks omitted). In other words, while a showing of parallel business behavior “ ‘is admissible circumstantial evidence from which the fact finder may infer agreement,’ it falls short of ‘conclusively establishing] agreement or ... itself constituting] a Sherman Act offense.’ ” Id. (quoting Theatre Enters., Inc. v. Paramount Film Distrib. Corp., 346 U.S. 537, 540-41, 74 S.Ct. 257, 98 L.Ed. 273 (1954)). In a frequently quoted passage, the Supreme Court stated, Federal Rule of Civil Procedure 8(a)(2) requires only “a short and plain statement of the claim showing that the pleader is entitled to relief,” in order to “give the defendant fair notice of what the ... claim is and the grounds upon which it rests,” Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, ibid.; Sanjuan v. American Bd. of Psychiatry and Neurology, Inc., 40 F.3d 247, 251 (7th Cir.1994), a plaintiffs obligation to provide the “grounds” of his “entitle[ment] to relief’ requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do, see Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) (on a motion to dismiss, courts “are not bound to accept as true a legal conclusion couched as a factual allegation”). Factual allegations must be enough to raise a right to relief above the speculative level, see 5 C. Wright & A. Miller, Federal Practice and Procedure § 1216, pp. 235-236 (3d ed. 2004) ... (“[T]he pleading must contain something more ... than ... a statement of facts that merely creates a suspicion [of] a legally cognizable right of action”), on the assumption that all the allegations in the complaint are true (even if doubtful in fact), see, e.g., Swierkiewicz v. Sorema N.A., 534 U.S. 506, 508 n. 1, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002); Neitzke v. Williams, 490 U.S. 319, 327, 109 S.Ct. 1827, 104 L.Ed.2d 338 (1989) (“Rule 12(b)(6) does not countenance ... dismissals based on a judge’s disbelief of a complaint’s factual allegations”); Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974) (a well-pleaded complaint may proceed even if it appears “that a recovery is very remote and unlikely”). Twombly, 127 S.Ct. at 1964-65. Applying those standards, the Court held “that stating such a claim [pursuant to § 1 of the Sherman Act] requires a complaint with enough factual matter (taken as true) to suggest that an agreement was made.” Id. at 1965. The Court continued, The need at the pleading stage for allegations plausibly suggesting (not merely consistent with) agreement reflects the threshold requirement of Rule 8(a)(2) that the “plain statement” possess enough heft to “sho[w] that the pleader is entitled to relief.” A statement of parallel conduct, even conduct consciously undertaken, needs some setting suggesting the agreement necessary to make out a § 1 claim; without the further circumstance pointing toward a meeting of the minds, an account of a defendant’s commercial efforts stays in neutral territory. An allegation of parallel conduct is thus much like a naked assertion of conspiracy in a § 1 complaint: it gets the complaint close to stating a claim, but without some further factual enhancement it stops short of the line between possibility and plausibility of “entitle[ment] to relief.” Cf. DM Research, Inc. v. College of Am. Pathologists, 170 F.3d 53, 56 (1st Cir.1999) (“[T]erms like ‘conspiracy,’ or even ‘agreement,’ are border-line: they might well be sufficient in conjunction with a more specific allegation — for example, identifying a written agreement or even a basis for inferring a tacit agreement, ... but a court is not required to accept such terms as a sufficient basis for a complaint.”). Id. at 1966. The plaintiffs in Twombly argued against the plausibility standard, asserting such a standard is in conflict with a statement in Conley v. Gibson, 355 U.S. 41, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957), construing Rule 8. See Twombly, 127 S.Ct. at 1968. In Conley v. Gibson, the Court noted “the accepted rule that a complaint should not be dismissed for failure to state a claim 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.” Conley, 355 U.S. at 45-46, 78 S.Ct. 99. The Court in Twombly indicated this language “can be read in isolation as saying that any statement revealing the theory of the claim will suffice unless its factual impossibility may be shown from the face of the pleadings.” Twombly, 127 S.Ct. at 1968. The Court stated the “no set of facts” language “is best forgotten as an incomplete, negative gloss on an accepted pleading standard: once a claim has been stated adequately, it may be supported by showing any set of facts consistent with the allegations in the complaint. Conley, then, described the breadth of opportunity to prove what an adequate complaint claims, not the minimum standard of adequate pleading to govern a complaint’s survival.” Twombly, 127 S.Ct. at 1969 (citations omitted). Ultimately, the Court agreed with the district court’s determination that the plaintiffs’ claim should be dismissed. Id. at 1970. “Although in form a few stray statements speak directly of agreement, on fair reading these are merely legal conclusions resting on the prior allegations.” Id. The Court stated, “Here ... we do not require heightened fact pleading of specifics, but only enough facts to state a claim to relief that is plausible on its face. Because the plaintiffs here have not nudged their claims across the line from conceivable to plausible, their complaint must be dismissed.” Id. at 1974. Plaintiffs rely heavily on Erickson, which was issued shortly after Twombly. See Erickson, 127 S.Ct. 2197. In that case, the United States Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of the plaintiffs § 1983 complaint, and the Court granted review because the “holding departs in [a] stark ... manner from the pleading standard mandated by the Federal Rules of Civil Procedure.” Erickson, 127 S.Ct. at 2198. The plaintiff therein alleged that he had been removed from treatment for hepatitis C, an action that endangered his life and continued to damage his liver. Id. at 2199. The Court of Appeals concluded the plaintiff had made only conclusory allegations that he had suffered a cognizable independent harm as a result of removal from the treatment program. Id. The Court determined this conclusion was erroneous and stated, Federal Rule of Civil Procedure 8(a)(2) requires only “a short and plain statement of the claim showing that the pleader is entitled to relief.” Specific facts are not necessary; the statement need only “ ‘give the defendant fair notice of what the ... claim is and the grounds upon which it rests.’ ” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, [555], 127 S.Ct. 1955, 167 L.Ed.2d 929, - (2007) (slip op., at 7-8) (quoting Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). In addition, when ruling on a defendant’s motion to dismiss, a judge must accept as true all of the factual allegations contained in the complaint. Erickson, 127 S.Ct. at 2200 (some citations omitted). The Court thus vacated the judgment of the Court of Appeals and remanded the case for further proceedings. Id. Returning to the case sub judice, the court determines Plaintiffs advocate a standard of review that is contrary to law. Plaintiffs have cited the “no set of facts” language, despite the fact that the Supreme Court characterized it as “an incomplete, negative gloss on an accepted pleading standard.” Twombly, 127 S.Ct. at 1969. Furthermore, Plaintiffs seem to be saying that because they have complied with Rule 8 of the Federal Rules of Civil Procedure, the court should not grant the Motion to Dismiss filed pursuant to Rule 12(b)(6). (See Resp. in Opp’n to Mot. to Dismiss at 5.) The problem with this argument, however, is that it simply does not follow; assuming Plaintiffs’ Amended Complaint complies with Rule 8 does not automatically indicate the Amended Complaint states a claim upon which relief can be granted. Many courts have acknowledged that Twombly altered the standard of review for a Motion to Dismiss under Rule 12(b)(6), even if that alteration was slight. See Morales-Tañon v. Puerto Rico Elec. Power Auth., 524 F.3d 15, 18 (1st Cir.2008) (stating that to survive a Rule 12(b)(6) motion, a complaint must contain factual allegations sufficient to raise a right to relief above the speculative level and noting that Twombly “retire[d] the seemingly broader language regarding pleading standards” in Conley); Mellon Investor Servs., LLC v. Longwood Country Garden Ctrs., Inc., 263 Fed.Appx. 277, 281 (4th Cir.2008) (“We must dismiss a complaint if it does not allege enough facts to state a claim to relief that is plausible on its face.”); Phillips v. County of Allegheny, 515 F.3d 224, 231-32, 234 (3d Cir.2008) (noting two new concepts in Twombly: (1) the Court uses language that it has not used before, and (2) the Court disavowed the “no set of facts” language from Conley, also stating that Rule 8(a)(2) “has it right” in requiring “not merely a short and plain statement, but instead mandates a statement ‘showing that the pleader is entitled to relief ”); Williams v. United States, 257 Fed.Appx. 648, 649 (4th Cir.2007) (“To survive a Rule 12(b)(6) motion, factual allegations must be enough to raise a right to relief above the speculative level and have enough facts to state a claim to relief that is plausible on its face.” (internal quotation marks omitted)); St. John’s United Church of Christ v. City of Chicago, 502 F.3d 616, 625 (7th Cir.2007) (“We may affirm dismissal [pursuant to Rule 12(b)(6) ] only if the complaint fails to set forth enough facts to state a claim to relief that is plausible on its face.” (internal quotation marks omitted)); TON Servs., Inc. v. Qwest Corp., 493 F.3d 1225, 1236 (10th Cir.2007) (“In Bell Atlantic, the Supreme Court articulated a new ‘plausibility’ standard under which a complaint must include ‘enough facts to state a claim to relief that is plausible on its face.’ ”); Alvarado v. KOB-TV, LLC, 493 F.3d 1210, 1215 n. 2 (10th Cir.2007) (“Although the Supreme Court was not clear on the articulation of the proper standard for a Rule 12(b)(6) dismissal, its opinion in Bell Atlantic and subsequent opinion in Erickson ... suggest that courts should look to the specific allegations in the complaint to determine whether they plausibly support a legal claim for relief.”). The court concludes that Twombly did slightly alter the standard of review for a Motion to Dismiss pursuant to Rule 12(b)(6). The court will use the following method in evaluating the motion filed by Wachovia and Golden West: When considering a Rule 12(b)(6) motion, a court must accept as true the facts alleged in the complaint and view them in a light most favorable to the plaintiff. See Ostrzenski v. Seigel, 177 F.3d 245, 251 (4th Cir.1999). While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiffs obligation to provide the “grounds” of his “entitlement to relief’ requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact). Twombly, 127 S.Ct. at 1964-65 (citations omitted). 2. Analysis a. Insufficient Factual Allegations Golden West and Wachovia argue that “Plaintiffs’ bald allegations of ‘agency,’ ‘alter ego,’ ‘conspiracy,’ and ‘joint venture’ cannot save their deficient claims.” (Mem. in Supp. of Mot. to Dismiss at 4.) These Defendants first assert that Plaintiffs have alleged no facts supporting an alter ego or veil-piercing theory. (Id. at 5.) Defendants state, “The only allegations supporting Plaintiffs’ alter ego or veil-piercing theory are that World is a wholly-owned subsidiary of Golden West, Golden West is a wholly-owned subsidiary of Wachovia, and, thus, these companies are ‘alter-egos.’ ” (Id. at 6.) Defendants next assert that Plaintiffs have alleged no facts supporting a conspiracy theory because (1) a corporation cannot conspire with its parents or subsidiaries; (2) the Amended Complaint “is devoid of any allegation that World, Golden West and/or Wachovia agreed to injure Plaintiffs ”; and (3) the Amended Complaint “contains no specific allegation of special damages.” (Id. at 7-8.) Defendants further argue that Plaintiffs’ Amended Complaint contains no factual allegations supporting their claim of a joint venture. (Id. at 10.) Golden West and Wachovia next argue Plaintiffs’ Amended Complaint fails to state a claim against them pursuant to the TILA because it “fails to allege that Golden West and Wachovia are ‘creditors’— which is a necessary element of their TILA claims.” (Id. at 11.) These Defendants further assert the Amended Complaint fails to state a claim for fraud against them, stating that while the Amended Complaint “asserts a myriad of allegations against all Defendants, [it] does not contain sufficient specificity for Golden West and Wachovia to ascertain the allegations against them individually.” (Id. at 13.) These Defendants continue, “Moreover, because the loan documents attached to Plaintiffs’ [Amended] Complaint prove that they have no relationship whatsoever with Golden West or Wachovia, there are, in fact, no circumstances under which they could plead fraud with the particularity required by Rule 9(b).” (Id. at 15.) Lastly, Golden West and Wachovia assert Plaintiffs’ claims for violation of the SCUTPA, breach of contract, and breach of the implied covenant of good faith and fair dealing cannot survive because “Plaintiffs have no relationship whatsoever with Golden West or Wachovia.” (Id.) In their Response in Opposition, Plaintiffs assert they “have alleged a relationship between the Defendants by way of agency and have put them on notice as to the nature of Plaintiffs’ claims,” citing paragraphs 1, 6-11, 14, 42, and 43 of the Amended Complaint for support. (Resp. in Opp’n to Mot. to Dismiss at 5.) Plaintiffs state, [According to an announcement made by Wachovia in May 2006 and information contained on their respective websites, Wachovia, Golden West, and World Savings Bank, FSB have “merged” under Wachovia and all World Savings’ accounts have been transferred to Wachovia. See Exh. 1. Furthermore, the “Pick-a-Payment” Option ARM loan that is the subject of this litigation is a registered service mark of Golden West, and the “Piek-a-Payment Premium” loan is a registered service mark of Wachovia. See Exh. 2. This may explain why World used Wachovia and Golden West’s indexes to calculate the interest rates on Plaintiffs’ loans.- (Defendants’ Memorandum in Support of Motion to Dismiss, p. 2.) Plaintiffs were also provided with documents at the time of their closing that stated, “I am aware that Wachovia Bank, National Association and its affiliates offer additional products and services that may meet my financial needs. I authorize Wachovia Bank, National Association to use the information contained in my application .... ” See Exh. 3. Plaintiffs were also provided with affiliated business arrangement disclosures which state, “I have read this disclosure form and understand that Wachovia Bank, National Association is referring me to obtain the above described settlement service from World Savings Bank, FSB and that Wachovia Bank, National Association may receive a financial or other benefit as a result of this referral, and “this referral may provide Wachovia Bank, National Association a financial or other benefit.” See Exh. 3. {Id. at 5-6.) Rule 12 of the Federal Rules of Civil Procedure provides that “[i]f, on a motion under Rule 12(b)(6) or 12(c), matters outside the pleadings are presented to and not excluded by the court, the motion must be treated as one for summary judgment under Rule 56. All parties must be given a reasonable opportunity to present all the material that is pertinent to the motion.” FedR.Civ.P. 12(d); see also Wilson-Cook Med., Inc. v. Wilson, 942 F.2d 247, 252 (4th Cir.1991) (“Had the district court accepted and considered the affidavits relevant to the 12(b)(6) motion, the motion to dismiss for failure to state a claim would have been converted to a motion for summary judgment.”). Defendants Golden West and Wachovia did not submit any materials in support of their Motion to Dismiss. Plaintiffs, however, did submit such materials in their Response in Opposition. The court will begin its analysis with the allegations in the Amended Complaint. In paragraph 1 of the Amended Complaint, Plaintiffs allege all Defendants failed to clearly and conspicuously disclose to Plaintiffs and the Class Members, in Defendants’ Option Adjustable Rate Mortgage (“Option ARM”) loan documents and in the required disclosure statements accompanying the loans, (i) the actual interest rate on which the payment amounts listed in the Truth in Lending Disclosure Statements are based (12 C.F.R. § 226.17); (ii) that making the payments according to the payment schedule in the Truth in Lending Disclosure Statement provided by Defendants will result in negative amortization and that the principal balance will increase (12 C.F.R. § 226.19); and (iii) that the payment amounts listed on the Truth in Lending Disclosure Statement are insufficient to pay both principal and interest. (Am. Compl. ¶ 1.) Plaintiffs allege WSB, Golden West, and Wachovia are in the business of “promoting, marketing, distributing and selling” Option ARM loans, and Golden West is the parent corporation of WSB. (Id. ¶¶ 6-7, 9.) The Amended Complaint also alleges that Wachovia is the parent corporation of Golden West. (Id. ¶ 8.) Furthermore, Plaintiffs allege 10. Plaintiffs are informed and believe that each and all of the aforementioned Defendants are responsible in some manner, either by act or omission, strict liability, fraud, deceit, fraudulent concealment, negligence, respondeat superi- or, breach of contract or otherwise, for the occurrences herein alleged, and that Plaintiffs’ injuries, as herein alleged, were proximately caused by the conduct of Defendants. 11. Plaintiffs are informed and believe that at all times material hereto and alleged herein each of the Defendants sued herein acted through and was the agent, servant, employer, joint venturer, partner, division, owner, subsidiary, alias, assignee and/or alter-ego of each of the remaining Defendants and was at all times acting within the purpose and scope of such agency, servitude, joint venture, division, ownership, subsidiary, alias, assignment, alter-ego, partnership or employment and with the authority, consent, approval and ratification of each remaining Defendant.... 14. Plaintiffs are informed and believe that at all times alleged herein, Defendants, were acting in concert or participation with each other, or were joint participants and collaborators in the acts complained of, and were the agents or employees of the others in doing the acts complained of herein, each and all of them acting within the course and scope of said agency and/or employment by the others, each and all of them acting in concert one with the other and all together. (Id. ¶¶ 10-11,14.) Golden West and Wachovia cannot be held liable for World’s actions simply because Golden West is World’s parent, and Wachovia is Golden West’s parent. See United States v. Bestfoods, 524 U.S. 51, 61, 118 S.Ct. 1876, 141 L.Ed.2d 43 (1998) (“It is a general principle of corporate law deeply ingrained in our economic and legal systems that a parent corporation ... is not liable for the acts of its subsidiaries.”); Broussard v. Meineke Discount Muffler Shops, Inc., 155 F.3d 331, 349 (4th Cir.1998) (stating, in applying North Carolina law, “A corporate parent cannot be held liable for the acts of its subsidiary unless the corporate structure is a sham and the subsidiary is nothing but a mere instrumentality of the parent.” (internal quotation marks omitted)); Carroll v. Smith-Henry, Inc., 281 S.C. 104, 106, 313 S.E.2d 649, 651 (Ct.App.1984) (“Stock ownership alone ordinarily does not render a parent corporation liable for the contracts of its subsidiary irrespective of whether the subsidiary is wholly owned or only partially owned.... ”). It is clear from Plaintiffs’ Amended Complaint that they recognize as much because they allege “each of the Defendants sued herein acted through and was the agent, servant, employer, joint venturer, partner, division, owner, subsidiary, alias, assignee and/or alter-ego of each of the remaining Defendants and was at all times acting within the purpose and scope of such agency, servitude, joint venture, division, ownership, subsidiary, alias, assignment, alter-ego, partnership or employment and with the authority, consent, approval and ratification of each remaining Defendant.” (Am. Compl. ¶ 11.) Such an allegation is a kitchen-sink approach to the task of attempting to hold Golden West and Wachovia liable for actions of WSB. Cf. Frank v. U.S. West, Inc., 3 F.3d 1357, 1362 & n. 2 (10th Cir.1993) (noting there are at least four possible theories under which a parent company may be held liable for the discriminatory acts of its subsidiaries — the integrated enterprise theory, the agency theory, the alter ego theory, and the instrumentality theory). Furthermore, vague and conclusory allegations do not suffice. See DeJesus v. Sears, Roebuck & Co., 87 F.3d 65, 70 (2d Cir.1996) (“A complaint which consists of conclusory allegations unsupported by factual assertions fails even the liberal standard of Rule 12(b)(6).”); United Black Firefighters of Norfolk v. Hirst, 604 F.2d 844, 847 (4th Cir.1979) (“Dismissal was proper as to the applicants-plaintiffs and the employee-plaintiff Mitchell. Their conclusory allegations of discrimination were not supported by any references to particular acts, practices, or policies of the Fire Department. They failed to state a claim under Rule 8(a)(2).”); cf. Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) (“Although for the purposes of this motion to dismiss we must take all the factual allegations in the complaint as true, we are not bound to accept as true a legal conclusion couched as a factual allegation.”). The court concludes the allegations as stated in Plaintiffs’ Amended Complaint do not withstand the Motion to Dismiss filed by Golden West and Wachovia. As noted above, Plaintiffs have alleged Golden West and Wachovia are liable on numerous differing theories, but there are no factual allegations in the Amended Complaint to support these theories. Although Rule 8 only requires “a short and plain statement of the claim showing that the pleader is entitled to relief,” Fed.R.Civ.P. 8(a)(2), “a plaintiffs obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 127 S.Ct. at 1964-65 (internal quotation marks omitted). Plaintiffs’ Amended Complaint alleges very little against Golden West and Wachovia, other than their corporate rela-: tionship to WSB, and the remaining allegations simply state legal conclusions without any factual allegations. More is required to survive the Motion to Dismiss. See Jackam v. Hospital Corp. of America Mideast, Ltd., 800 F.2d 1577, 1580-81 (11th Cir.1986) (concluding the district court erred in dismissing the action for failure to state a claim because the plaintiffs alleged, inter alia, “HCAME, as a subsidiary of HCA, is an agent of HCA which executes personnel and labor relations policy established by the parent corporation” and that “HCA exercised dominion and control over Appellee HCAME, and as the parent corporation, controlled the activities and decisions of its subsidiary HCAME”); Gill v. Byers Chevrolet LLC, No. 2:05-cv-00982, 2007 WL 3025328, at *6 (S.D.Ohio Oct. 15, 2007) (denying the defendant’s motion to dismiss because the court concluded the pleadings contained sufficient factual allegations but stating that “if Gill is seeking to pierce the corporate veil in order to hold Byers Holding liable, then he must allege facts in his Second Amended Complaint that, at the very least, implicate the Belvedere factors”); Thompson v. Quorum Health Res., LLC, No. 1:06-cv-168-R, 2007 WL 2815972, at *2 (W.D.Ky. Sept. 27, 2007) (granting Triad’s motion to dismiss, stating, “There is nothing in the complaint that would lead the Court to regard Quorum as the alter ego of Triad. The complaint contains no allegations that Quorum is a mere instrumentality of Triad. There are no allegations of any misuse of the corporate form. If Triad and Quorum are separate legal entities, Plaintiff must allege facts in the complaint that would allow the Court to find that a legal entity that is separate from Plaintiffs employer can still be considered Plaintiffs employer under the F[alse Claims Act].” (emphasis added)); In re Alstom SA Securities Litigation, 454 F.Supp.2d 187, 215-16 (S.D.N.Y.2006) (concluding the plaintiffs’ allegations were sufficient under Rule 8 to plead a veil-piercing claim because they “alleged facts supporting their claim of control and dominance of ATI by Alstom and Alstom USA, including the disregard of corporate formalities ... in suspending ... [two employees], Alstom USA’s one hundred percent stock ownership of ATI and Alstom’s one hundred percent stock ownership of Alstom USA, that ATI and Alstom USA had shared offices, and that Alstom and Alstom USA used this control and dominance of ATI to carry out the ATI fraud”); Maung Ng We v. Merrill Lynch & Co., No. 99 Civ. 9687(CSH), 2000 WL 1159835, at *5 (S.D.N.Y. Aug. 15, 2000) (“[Plaintiffs conclusory statements that MLIB and Teoh and Elias were ‘agents’ of MLC, MLG and/or MLIFC do not allege an agency relationship sufficient to withstand dismissal.... Plaintiffs must do more than state the legal conclusion that MLIB was the defendants’ agent[;] it must plead facts that support a finding that such agency existed.”); Richard v. Bell Atlantic Corp., 946 F.Supp. 54, 60 (D.D.C.1996) (finding an allegation that BAC “operates through” its subsidiaries insufficient to hold BAC liable for the alleged discrimination of its subsidiaries). In their Response in Opposition, Plaintiffs have presented evidence that (1) Wachovia, Golden West, and World have “merged” and that all of World’s accounts have been transferred to Wachovia; (2) the “Piek-a-Payment” Option ARM loan is a registered service mark of Golden West; (3) the “Pick-a-Payment Premium” loan is a registered service mark of Wachovia; and (4) a disclosure statement provided to Plaintiffs indicated that Wachovia Bank, National Association is referring them to obtain the described service from World and that Wachovia Bank, National Association may receive a financial benefit as a result of this referral. (See Resp. in Opp’n to Mot. to Dismiss at 5-6.) Golden West and Wachovia argue in Reply that “Plaintiffs cannot correct their pleading deficiencies by making new factual assertions in their Response.” (Reply at 6.) These Defendants also assert that even if the court considers these new arguments, the arguments “do not save their deficient claims.” (Id. at 7.) Defendants state that in order to assert a veil-piercing or alter ego claim, Plaintiffs must allege the parent exerted undue control over the subsidiary or otherwise circumvented corporate formalities, but the new allegations “do not come even remotely close to alleging the requisite undue control or failure to observe corporate formalities.” (Id.) Defendants also argue these new allegations do not save the claim for conspiracy pursuant to South Carolina law, nor do they “save their claim of joint venture,” as the new allegations “do not allege that either Golden West, Wachovia, or World had any right to control the others.” {Id. at 7-8.) “A memorandum in opposition or response ... cannot remedy the defects in a party’s complaint.” Booker v. Washington Mut. Bank, F.A., 375 F.Supp.2d 439, 441 (M.D.N.C.2005). Instead, “[t]he remedy for an insufficient complaint is amendment under Rule 15 of the Federal Rules of Civil Procedure ...” Id. at 441-42. In a footnote in the Response in Opposition, Plaintiffs state, “To the extent that this Court finds that Plaintiffs have not sufficiently pled the facts in their Complaint, Plaintiffs respectfully request this Court permit them to amend their Complaint to comply with this Court’s findings.” (Resp. in Opp’n to Mot. to Dismiss at 7 n. 2.) From this single statement, it is unclear how Plaintiffs wish to amend their complaint. The court therefore concludes that if Plaintiffs wish to amend, they should file the appropriate motions. See McNamara v. Pre-Paid Legal Servs., Inc., 189 Fed.Appx. 702, 718 (10th Cir.2006); PR Diamonds, Inc. v. Chandler, 364 F.3d 671, 699-700 (6th Cir.2004); see also Begala v. PNC Bank, Ohio, Nat’l Ass’n, 214 F.3d 776, 784 (6th Cir.2000). b. Violation of TILA against Golden West and Wachovia Golden West and Wachovia assert they are entitled to dismissal with respect to Plaintiffs TILA claim because “Plaintiffs’ [Amended] Complaint fails to allege that ... [they] are ‘creditors’ ...” (Mem. in Supp. of Mot. to Dismiss at 11.) Plaintiffs’ Response in Opposition does not address this argument. {See Resp. in Opp’n.) Plaintiffs’ Amended Complaint does not allege that Golden West or Wachovia are creditors. The Amended Complaint does allege that “[t]he Option ARM loan Defendants sold to Plaintiffs violates the Truth in Lending Act.” (Am. Compl. ¶ 31.) There are three attachments to the Amended Complaint, and the first attachment concerns Plaintiff Mincey’s loan. It indicates that the “Lender is WORLD SAVINGS BANK, FSB, a FEDERAL SAVINGS BANK, its successors and/or assignees, or anyone to whom this Note is transferred.” (Am. Compl. Ex. 1.) Furthermore, the Truth in Lending Disclosure statement is titled “World Savings Federal Truth in Lending Disclosure Required by Regulation Z.” {Id.) The documents concerning Plaintiff O’Rourke and Plaintiff Singer are identical. {See Am. Compl. Exs. 2 and 3.) The TILA requires creditors to disclose certain information about the terms of the loan to the prospective borrower. See, e.g., 15 U.S.C. §§ 1631-1632; 15 U.S.C. § 1638; 12 C.F.R. § 226.17. “Only ‘creditors’ are liable under TILA and Regulation] Z.” Moore v. Flagstar Bank, 6 F.Supp.2d 496, 500 (E.D.Va.1997) (citing 15 U.S.C. § 1635(a); 15 U.S.C. § 1640(a); 12 C.F.R. § 226.17(a)(1)); see also Redic v. Gary H. Watts Realty Co., 762 F.2d 1181, 1185 (4th Cir.1985) (“Only ‘creditors’ are subject to the [Truth in Lending] Act’s civil penalties.” (citing 15 U.S.C. § 1640(a))); Lukas v. Lucci Ltd., Inc., 966 F.Supp. 1163 (S.D.Fla.1997) (granting the defendant’s motion for summary judgment because he did not fit the definition of a “creditor” under the TILA). The TILA specifically defines the term “creditor”: The term “creditor” refers only to a person who both (1) regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four installments or for which the payment of a finance charge is or may be required, and (2) is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of indebtedness or, if there is no such evidence of indebtedness, by agreement. 15 U.S.C. § 1602(f). Regulation Z contains a similar provision: Creditor means: (i) A person (A) who regularly extends consumer credit that is subject to a finance charge or is payable by written agreement in more than 4 installments (not including a downpayment), and (B) to whom the obligation is initially payable, either on the face of the note or contract, or by agreement when there is no note or contract. 12 C.F.R. § 226.2(a)(17). In the case sub judice, there is no allegation that Plaintiffs’ obligation is initially payable to Golden West or Wachovia. Furthermore, the documents attached to the Amended Complaint as exhibits indicate the obligation is initially payable to WSB. The definition of the term “creditor” requires both prongs to be met, and the allegations in the Amended Complaint along with the attachments indicate that neither Golden West nor Wachovia qualifies as a “creditor” under the TILA. See Moore, 6 F.Supp.2d at 503 (“Since the debt is not payable to Crossstate, it was not a creditor subject to liability under TILA and Reg Z at the time of closing.”); see also Piche v. Clark County Collection Serv., LLC, 119 Fed.Appx. 104, 106 (9th Cir.2004) (concluding the defendant was not subject to the TILA because it does not satisfy either condition in the definition of “creditor”). The court therefore grants the Motion to Dismiss filed by Golden West and Wachovia with respect to the TILA claim. c. Fraud Golden West and Wachovia assert Plaintiffs’ Amended Complaint fails to state a cause of action against them for fraud because while it “asserts a myriad of allegations against all Defendants,” it “does not contain sufficient specificity for Golden West and Wachovia to ascertain the allegations against them individually.” (Mem. in Supp. of Mot. to Dismiss at 13.) Rule 9(b) of the Federal Rules of Civil Procedure states in part, “In alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.” In interpreting this rule, several courts “have held that a plaintiff alleging fraud must make particular allegations of the time, place, speaker, and contents of the allegedly false acts or statements.” Adams v. NVR Homes, Inc., 193 F.R.D. 243, 249-50 (D.Md.2000) (citing Windsor Assocs., Inc. v. Greenfeld, 564 F.Supp. 273, 280 (D.Md.1983)). A complaint failing to specifically allege the time, place, and nature of the fraud is subject to dismissal pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. See Lasercomb America, Inc. v. Reynolds, 911 F.2d 970, 980 (4th Cir.1990). However, “a court should hesitate to dismiss a complaint under Rule 9(b) if the court is satisfied: ‘(1) that the defendant has been made aware of the particular circumstances for which [it] will have to prepare a defense at trial, and (2) that plaintiff has substantial prediscovery evidence of those facts.’ ” Adams, 193 F.R.D. at 250 (quoting Harrison v. Westinghouse Savannah River Co., 176 F.3d 776, 784 (4th Cir.1999)). In the case sub judice, Plaintiffs do not appear to be asserting fraud on the basis of affirmative misrepresentations; Plaintiffs’ second cause of action instead alleges that Defendants had a duty to disclose certain information and that they failed to do so. {See Am. Compl. ¶¶ 108-121.) As indicated by the United States District Court for the Middle District of North Carolina, “fraudulent concealment, or fraud by omission, ... ‘is by its very nature, difficult to plead with particularity.’ ” Breeden v. Richmond Cmty. College, 171 F.R.D. 189, 195 (M.D.N.C.1997) (quoting Daher v. G.D. Searle & Co., 695 F.Supp. 436, 440 (D.Minn.1988)). Plaintiffs have lumped all Defendants together in a manner that is impermissible for purposes of Rule 9(b). See Vicom, Inc. v. Harbridge Merch. Servs., Inc., 20 F.3d 771, 778 (7th Cir.1994); Zaremski v. Keystone Title Assocs., Inc., 884 F.2d 1391, at *2 (4th Cir.1989) (unpublished table decision) (“Thus, ‘where multiple defendants are asked to respond to allegations of fraud, the complaint should inform each defendant of the nature of his alleged participation in the fraud.’ ”) (quoting Di Vittorio v. Equidyne Extractive Indus., 822 F.2d 1242, 1247 (2d Cir.1987)); Adams, 193 F.R.D. at 250; Goldstein v. Malcolm G. Fries & Assocs., Inc., 72 F.Supp.2d 620, 627 (E.D.Va.1999) (“A plaintiff may not group all wrongdoers together in a single set of allegations.”). It appears, however, from a fair reading of the Amended Complaint, that Plaintiffs are simply seeking to hold Golden West and Wachovia liable because of their relationship with WSB. The real problem with Plaintiffs’ Amended Complaint is that it is simply unclear on what basis Plaintiffs seek to hold Golden West and Wachovia liable. As the court in Adams stated, Where a plaintiff is seeking to hold a defendant vicariously liable for the acts of its agents, it must allege the factual predicate for the agency relationship with particularity. Kolbeck v. LIT America, Inc., 923 F.Supp. 557, 568-69 (S.D.N.Y.1996). When an agency relationship is allegedly part of the fraud, the circumstances constituting fraud on the part of the purported principal, which must be pled with particularity under Rule 9(b), include both the facts constituting the underlying fraud and the facts establishing the agency relationship. Id. at 569. Adams, 193 F.R.D. at 250. The court therefore grants the Motion to Dismiss with respect to Plaintiffs’ fraud claim. d. Claims for Violation of the SCUTPA, Breach of Contract, and Breach of the Implied Covenant of Good Faith and Fair Dealing Golden West and Wachovia argue Plaintiffs’ claims for violation of the SCUTPA, breach of contract, and breach of the implied covenant of good faith and fair dealing fail because “Plaintiffs have no relationship whatsoever with Golden West or Wachovia.” (Mem. in Supp. of Mot. to Dismiss at 15.) Again, the documents attached to the Amended Complaint reveal that WSB was the lender; Plaintiffs seek to hold Golden West and Wachovia liable for WSB’s actions through a variety of different theories, such as agency and joint venture, without alleging any facts to support those theories. Defendants first assert the SCUTPA claim should be dismissed because the documents attached to the Amended Complaint reveal that Plaintiffs did not engage in any transactions with Golden West or Wachovia. (Id. at 16.) Defendants cite South Carolina Department of Mental Health v. Hoover Universal, Inc., C.A. No. 628 614 FEDERAL SUPPLEMENT, 2d SERIES 3:03-4118, at 8 (D.S.C. Oct. 4, 2005), for support. In that case, Judge Joseph Anderson stated, SCUTPA remedies are limited to purchasers who engaged in a consumer transaction with the defendant ... [Plaintiffs must have purchased the product directly from the defendant in order to recover under SCUTPA. Plaintiffs assert that privity is not required by the SCUTPA, though they do not cite to any authority for this proposition and do not otherwise distinguish Reynolds [u Ryland Group, Inc., 340 S.C. 331, 531 S.E.2d 917 (2000) ]. While Defendants seemingly characterize this area of law as settled, Judge Norton has interpreted Reynolds to impose a privity requirement for SCUTPA claims only in the home builder/buyer context. See Colleton Preparatory Academy, Inc. v. Hoover Universal, Inc., 412 F.Supp.2d 560, 565 (D.S.C.2006). In fact, he certified the following question to the South Carolina Supreme Court: Can a plaintiff who used but did not purchase a product directly from the defendant and nonetheless suffered a loss as a result of the defendant’s unfair or deceptive acts obtain relief under the South Carolina Unfair Trade Practices Act? (Order on Motion to Reconsider [84] at 11 in Colleton Preparatory Academy.) [7]The court need not tarry on this issue. It is clear from the documents attached to the Amended Complaint that Plaintiffs’ relationship was with WSB, not Golden West or Wachovia. Plaintiffs cannot hold Golden West or Wachovia liable under the SCUTPA simply because they are related to WSB. Plaintiffs are seeking to hold Golden West and Wachovia liable on a number of theories — such as agency and joint venture — but as noted above, there are simply no factual allegations in the Amended Complaint to support these theories. For this reason, the court concludes the SCUTPA claim fails. [8] Golden West and Wachovia next argue Plaintiffs’ breach of contract action fails. “ ‘Generally, one not in privity of contract with another cannot maintain an action against him in breach of contract. ...’” Windsor Green Owners Ass’n, Inc. v. Allied Signal, Inc., 362 S.C. 12, 17, 605 S.E.2d 750, 752 (Ct.App.2004) (quoting Bob Hammond Constr. Co. v. Banks Constr. Co., 312 S.C. 422, 424, 440 S.E.2d 890, 891 (Ct.App.1994)); see also Battle v. Seibels Bruce Ins. Co., 288 F.3d 596, 603 (4th Cir.2002) (affirming grant of summary judgment to Seibels Bruce with respect to all of plaintiffs claims against it, including breach of contract, based on the lack of privity between the plaintiff and Seibels Bruce). Moreover, this is not a case involving a third-party beneficiary because Plaintiffs were in fact parties to the contract at issue — the contract at issue simply did not have Defendants Golden West and Wachovia as parties to the agreement. Plaintiffs do not have a breach of contract claim against Golden West or Wachovia. [9] Lastly, Golden West and Wachovia argue they are entitled to dismissal with respect to the claim for breach of the implied covenant of good faith and fair dealing. (Mem. in Supp. of Mot. to Dismiss at 16.) Defendants assert that because Plaintiffs’ only contractual relationship was with WSB, this cause of action must be dismissed. (Id. at 16-17.) The court agrees with Golden West and Wachovia. In RoTec Services, Inc. v. Encompass Services, Inc., 359 S.C. 467, 473, 597 S.E.2d 881, 884 (Ct.App.2004), the Court of Appeals of South Carolina “concludefd] that the implied covenant of good faith and fair dealing is not an independent cause of action separate from the claim for breach of contract.” Because Plaintiffs do not have a cause of action against Golden West or Wachovia for breach of contract, they likewise cannot state a claim against these Defendants for breach of the implied covenant of good faith and fair dealing. B. Cross-Motions for Judgment on the Pleadings As noted above, Plaintiffs brought suit against WSB for (1) violation of the Truth in Lending Act (“TILA”) and the corresponding regulations; (2) “fraudulent omissions;” (8) violation of the South Carolina Unfair Trade Practices Act (“SCUTPA”); and (4) breach of contract and the implied covenant of good faith and fair dealing. The parties filed Cross-Motions for Judgment on the Pleadings. Before turning to the parties’ arguments, the court will review of some of the terms of the loans as well as the disclosures given to Plaintiffs. 1.Standard of Review for Motion for Judgment on the Pleadings Rule 12(c) of the Federal Rules of Civil Procedure states, “After the pleadings are closed — but early enough not to delay trial — a party may move for judgment on the pleadings.” In evaluating a Motion for Judgment on the Pleadings, the district court uses the same standard it uses when evaluating a Motion to Dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. See Burbach Broad. Co. of Del. v. Elkins Radio Corp., 278 F.3d 401, 405-06 (4th Cir.2002); see also Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir.1999). In ruling on the Motion to Dismiss, the court may consider the pleadings as well as any documents attached to the pleadings. See Fayetteville Investors v. Commercial Builders, Inc., 936 F.2d 1462, 1465 (4th Cir.1991); see also Fed. R. of Civ. P. 10(c) (“A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes.”). 2. Terms of the Loans and Disclosures Plaintiff Bonnie Mincey obtained her loan from WSB on May 25, 2007, and it carried an initial interest rate of 7.170%. (Def.’s Mot. for J. Ex. 1 at 1.) The note explained that the interest rate Mincey “will pay may change on the 15th day of July, 2007 and on the same day every month thereafter,” but the “lifetime maximum interest rate limit is 11.950%, called the ‘Lifetime Rate Cap.’ ” (Id.) The note further states, “Beginning with the first Interest Change Date, my interest rate will be based on an index,” the “ ‘Cost of Savings Index’ as published by Wachovia Corporation.” (Id. at 2.) WSB, the Lender, calculates the “new interest rate by adding 2.250 percentage points, called the ‘Margin,’ to the Current Index.” (Id.) Section Three of the note contains many provisions relevant to this suit; it states, in part, 3. PAYMENTS (A) Time and Place of Payments I will pay Principal and interest by making payments every month. (B) Amount of My Initial Monthly Payments Each of my initial monthly payments will be in the amount of U.S. $455.12. This amount will change as described in Sections 3(C) and 3(D) below. My initial monthly payment amount was selected by me from a range of initial payment amounts approved by Lender and may not be sufficient to pay the entire amount of interest accruing on the unpaid Principal balance. (D) Calculation of Payment Changes Subject to Sections 3(F) and 3(G), on the Payment Change Date my monthly payment may be changed to an amount sufficient to pay the unpaid principal balance, including any deferred interest as described in Section 3(E) below, together with interest at the interest rate in effect on the day of calculation by the Maturity Date. However, the amount by which my payment can be increased will not be more than 7-1/2% of the then existing Principal and interest payment. This 7-1/2% limitation is called the “Payment Cap” ... (E) Deferred Interest; Additions to My Unpaid Principal From time to time, my monthly payments may be insufficient to pay the total amount of monthly interest that is due. If this occurs, the amount of interest that is not paid each month, called “Deferred Interest,” will be added to my Principal and will accrue interest at the same rate as the Principal. (F) Limit on My Unpaid Principal; Increased Monthly Payment My unpaid principal balance can never exceed 125% of the Principal I originally borrowed, called “Principal Balance Cap.” If, as a result of the addition of deferred interest to my unpaid principal balance, the Principal Balance Cap limitation would be exceeded on the date that my monthly payment is due, I will instead pay a new monthly payment. Notwithstanding Sections 3(C) and 3(D) above, I will pay a new monthly payment which is equal to an amount that will be sufficient to repay my then unpaid principal balance in full on the Maturity Date at the interest rate then in effect, in substantially equal payments. (G)Payment Cap Limitation; Exceptions Beginning with the 10th Payment Change Date and every 5th Payment Change Date thereafter, my monthly payment will be calculated as described in Section 3(D) above except that the Payment Cap limitation will not apply. Additionally, the Payment Cap limitation will not apply on the final Payment Change Date. (Id. at 2-3.) The Truth in Lending Disclosure Statement given to Plaintiff Mincey indicates the annual percentage rate for her loan