Full opinion text
OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS McMAHON, District Judge. Plaintiffs Matthew Chiste, Jason Sidener, and Cecily Lamattina, as named plaintiffs acting on behalf of a class of similarly situated persons, commenced a purported class-action suit against Defendants Hotels.com L.P. (“Hotels.com”) and Expedia, Inc. (WA) (“Expedia”), to recover damages and obtain injunctive relief for deceptive and misleading business practices, breach of contract, conversion, and breach of fiduciary duty. In a virtually identical class-action complaint, plaintiffs Matthew Chiste, Donald Schroud, and Marc Gutman allege false and misleading business practices by Priceline.com, Inc. (“Priceline”) based, in part, on Priceline overcharging consumers for hotel-occupancy and sales taxes when they use Priceline’s website to make hotel reservations. Plaintiff James Schultz filed a class-action complaint against Travelocity.com, LP (“Travelocity”), Travelocity.com, Inc., Site59.com, LLC, and Sabre Holdings Corp. alleging similar misconduct. Heather Peluso recently filed a purported class-action suit against Orbitz.com (“Orbitz”), Orbitz LLC, Orbitz Worldwide, Inc., Orbitz Worldwide Development, LLC, Orbitz Worldwide International, LLC, Orbitz Worldwide, LLC, Travelport L.P., The Blackstone Group L.P., and Cendant Corporation alleging similar wrongdoing. Presently before the Court are Hotels.com’s, Priceline’s, and Expedia’s motions to dismiss all claims asserted by plaintiffs Chiste, Sidener, Lamattina, Schroud, and Gutman. Travelocity filed a motion to dismiss or, in the alternative, to transfer Schultz’s suit based on a forum-selection clause in the User Agreement between Travelocity and plaintiff Schultz. For the reasons discussed below, Travelocity’s motion to transfer the suit against it to the Northern District of Texas is granted. Hotels.com’s, Priceline’s, and Expedia’s motions to dismiss are granted except for plaintiff Lamattina’s claims under New York General Business Law § 349 (her first cause of action) against Hotels.com, and Sehroud’s breach-of-fiduciary-duty claim (his fifth cause of action) against the Priceline defendants. Unless Schroud can think of a good reason why I should not transfer this peculiar claim to his home forum of Illinois, I intend to do so. Peluso’s complaint was filed but recently, and the Court stayed it pending a decision on these motions. She has fourteen days to file a brief of no more than ten pages explaining why the Court should not dispose of her complaint in the same manner as it has disposed of the cases against the other defendants. The Orbitz Defendants have the same period — fourteen days — to move for dismissal of Peluso’s unjust-enrichment claim (count seven), a claim that she alone asserts. BACKGROUND Defendants are online travel companies that offer consumers the opportunity to make reservations at hotels worldwide at a discounted rate. Plaintiffs are consumers who used Defendants’ websites to purchase a night or multiple nights’ stay in a New York City hotel room. Plaintiffs allege that Defendants operate their business using what is known as the “merchant model.” (Compl. ¶¶ 23, 25.) Under the merchant model, Defendants contract with hotels to obtain an inventory of rooms at a discounted rate (the “Wholesale Rate”). (Id. ¶ 23.) Defendants then charge a mark-up and offer the rooms to consumers at a higher “Retail Rate.” (Id.) In this model, the Defendants are the merchants of record, and, as such, collect payment from consumers directly at the time the reservation is made, determine the cancellation policy, determine the mark-up or profit they will earn on each hotel night purchased by a consumer, and control if and how a consumer can lengthen or shorten their stay at the hotel. (Id.) Consumers pay for their hotel reservation online via Defendants’ websites. Once payment is made, the transaction is complete. Priceline also operates under a “pseudo-auction model” entitled “Name Your Own Price” (“NYOP”). (Priceline Compl. ¶ 22.) Under the NYOP model, a consumer selects her travel dates, a geographic location where she would like her hotel to be situated (ie., Midtown East, Upper West Side, etc.), and the quality of the hotel (ie., one, two, three stars, etc.). (Id.) The consumer also submits a “bid price” — the amount the consumer would like to pay for each night she stays at the hotel. (Id.) Priceline then searches for hotels with availability that meet the consumer’s criteria. If the bid price is accepted, the consumer is advised of the taxes and service fees that will be charged along with the bid price. (Id.) The Priceline Plaintiffs allege that Priceline will not accept a bid price that is lower than a combination of (1) the cost of the room if reserved directly from the hotel and (2) the mark-up Price-line charges consumers. (Id.) When a reservation is complete, consumers receive an invoice. (Compl. Ex. A.) The invoice lists the total room rate as well as the taxes and fees charged. (Id.) The crux of Plaintiffs’ allegations stem from what is not disclosed on this invoice. First, the Plaintiffs complain that the Defendants do not disclose on the invoice (or on their websites) that they are charging a mark-up for each hotel night purchased and the exact amount of the markup. (Id. ¶ 6.) Plaintiffs allege that this mark-up is an undisclosed fee and that Defendants’ failure to disclose it is misleading. (Id. ¶¶ 6, 35.) Second, Plaintiffs allege that Defendants are charging consumers a higher tax based on the Retail Rate consumers pay Defendants rather than the Wholesale Rate Defendants pay the hotels. (Id. ¶ 5.) Instead of remitting the full amount of taxes collected to the hotels, Defendants keep the difference between the tax collected and the amount remitted to the tax authorities (the “Tax Delta”) as a profit or fee without disclosing it. (Id. ¶ 35.) Plaintiffs allege that the Tax Delta and the mark-up are improper unearned profits that the Defendants should not be permitted to retain. (Id. ¶ 6.) Third, Plaintiffs allege that the invoice is deceptive and misleading because Defendants bundle the taxes charged with the service fees in one entry, instead of providing an itemized breakdown of both charges. (Id. ¶ 35.) What’s more, Plaintiffs allege that the service fee is calculated as a percentage of the Retail Price but the Retail Price includes Defendants’ mark-up. (Id.) Thus, Plaintiffs allege that Defendants are charging “consumers a ‘fee’ calculated on a fee.’” (Id.) In all four cases, the named Plaintiffs assert six identical causes of action. Count one alleges deceptive business practices under New York General Business Law (“G.B.L.”) § 349, because Defendants (1) charge consumers a higher tax and keep the Tax Delta as a profit without disclosing it; (2) retain a mark-up on the Wholesale Rate without disclosing the amount of the mark-up; (3) bundle the taxes with the service fees so that consumers do not know the amount of the service fee or taxes, and (4) deceive consumers into believing that Defendants offer the lowest possible rate on hotel rooms. (Id. ¶ 56.) Count two seeks a declaratory judgment and injunctive relief based on Defendants alleged violation of G.B.L. § 349. Count three seeks declaratory and injunctive relief under the Declaratory Judgment Act, 28 U.S.C. § 2201, for various common-law breaches. Count four is a cause of action for conversion, alleging that Defendants improperly retained the Tax Delta and the markup on the Wholesale Rate. (Id. ¶ 70.) Count five alleges that Defendants breached some fiduciary duty to consumers. Plaintiffs assert that Defendants portray themselves as travel agents and therefore owe consumers a fiduciary duty which was violated when they failed to disclose, among other things, the mark-up and the service fees. (Id. ¶ 77.) Finally, count six alleges a breach-ofeontraet claim that relies on the User Agreement all consumers are bound by when using Defendants’ websites. Peluso asserts a seventh cause of action against the Orbitz Defendants for unjust enrichment. She alleges that the Orbitz Defendants fraudulently retained the excess taxes and service fees. (Orbitz Compl. ¶¶ 83-86.) 1. The Hotels.com and Expedia Parties (No. 08 Civ. 10676) There are 3 representative plaintiffs alleging causes of action against Hotels.com and Expedia. Matthew Chiste is a Virginia resident who made his hotel reservation in May 2007 through expedia.com. (Compl. ¶ 12.) Jason Sidener is a Wisconsin resident who made his reservation in November 2004 through hotels.com. (Id.) Cecily Lamattina is a New York resident who used hotels.com in March 2007. (Id.) All three plaintiffs made reservations at New York City hotels. Hotels.com LP is a Delaware limited partnership with its principal place of business in Texas. (Id. ¶ 13.) Expedia, Inc. (WA) is a Washington corporation with its principal place of business in Washington. (Id. ¶ 16.) Chiste, Sidener, and Lamattina filed their complaint on December 9, 2008. 2. The Priceline Parties (No. 08 Civ. 10716) Donald Schroud, an Illinois resident, and Marc Gutman, a Colorado resident, purchased stays in New York City hotels from Priceline.com in October 2007 and September 2007, respectively. (Priceline Compl. ¶ 12.) Chiste — who also asserts claims against Hotels.com — used priceline.com in November 2006 to make his New York City hotel reservation. (Id.) Priceline.com, Inc. is a Delaware corporation with its principal place of business in Connecticut. (Id.) Chiste, Schroud, and Gutman filed their complaint on December 10, 2008. 3. The Travelocity Parties (No. 08 Civ. 107kk) James Schultz resides in Texas and used travelocity.com in October 2008 to make a reservation at a New York City hotel. (Travelocity Compl. ¶ 12.) Defendants Travelocity.com, LP, Travelocity.com, Inc., and Site59.com, LLC share a common parent — Sabre Holdings Corp. (Id. ¶ 16.). Both Travelocity.com, LP and Travelocity.com, Inc. are Delaware entities with their principal place of business in Texas. (Id. ¶¶ 13-14.) Site59.com, LLC is a Delaware entity with its principal plaóe of business in New York. (Id. ¶ 15.) Sabre Holdings is a Delaware corporation. (Id. ¶ 16.) Schultz filed his complaint on December 10, 2008. 4. The Orbitz Parties (No. 10 Civ. 7522) Heather Peluso is an Alabama resident who used orbtiz.com in February 2009. (Orbitz Compl. ¶ 9.) Orbitz LLC and Orbitz.com are Delaware limited liability entities with principal places of business in Illinois. (Id. ¶¶ 10-11.) Peluso filed her complaint on October 1, 2010. On October 7, 2010, all four cases were consolidated, and the Peluso suit was stayed pending the resolution of the motions to dismiss previously filed by Hotels.com, Expedia, Travelocity, and Price-line. Presently before the Court are motions to dismiss under Federal Rule of Civil Procedure 12(b)(6) filed by Priceline, Ex-pedía, and Hotels.com. Travelocity filed a motion to dismiss under Federal Rules of Civil Procedure 12(b)(1) or (3) or, alternatively, to transfer venue under 28 U.S.C. § 1404(a) to the Northern District of Texas. DISCUSSION I. Schultz’s Suit Against Travelocity (No. 08 Civ. 10744) Is Severed and Transferred To The Northern District Of Texas. Schultz asserts six causes of action against Travelocity.com, LP, Travelocity.com, Inc., Site59.com, LLC, and Sabre Holdings. The Travelocity Defendants move for dismissal based on Federal Rules of Civil Procedure 12(b)(1) or (b)(3) or, alternatively, a transfer of venue under 28 U.S.C. § 1404 based on the forum-selection clause in the Travelocity.com User Agreement. The User Agreement for Travelocity.com states, “This Agreement and its performance shall be governed by the laws of the state of Texas, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Tarrant county, the state of Texas, United States of America, in all questions and controversies arising out of your use of this site and this Agreement.” (Declaration of Noreen Henry (“Henry Decl.”) Ex. A ¶ 12.) Schultz acknowledges that he agreed to be bound by the User Agreement when he made his hotel reservation on travelocity.com. (Travelocity Compl. ¶ 83.) Travelocity.com argues that the forum-selection clause is valid and its application mandatory. Rather than challenging the enforceability of the forum-selection clause, Schultz argues that the only proper remedy is to transfer the case to Texas under 28 U.S.C. § 1404(a), because dismissal pursuant to Rules 12(b)(1) or (b)(3) would be improper. A forum-selection clause does not divest a federal court of subject matter jurisdiction, so it would not be appropriate to dismiss this case pursuant to Rule 12(b)(1). New Moon Shipping Co. v. MAN B & W Diesel AG, 121 F.3d 24, 28-29 (2d Cir.1997). In New Moon, the Second Circuit explained, “[Tjhere is no existing mechanism with which forum selection enforcement is a perfect fit.” Id. at 29. Dismissal for lack of subject matter jurisdiction, however, is misleading because, “[W]e have long recognized that parties have no power by private contract to oust a federal court of jurisdiction otherwise obtaining.” Id. at 28 (citations omitted). The Travelocity Defendants do not raise any bar to jurisdiction in this Court other than the forum-selection clause. The Court has examined its own jurisdiction, as it does in every case, and has concluded that there is diversity jurisdiction—notwithstanding a lack of complete diversity—pursuant to 28 U.S.C. § 1332(d). (For a full discussion of this issue, see section 1.1. below, in connection with the Travelocity Defendants’ motion to transfer). Federal Rule of Civil Procedure 12(b)(3) authorizes dismissal of a complaint if venue is improper. Whether dismissal under Rule 12(b)(3) is proper when jurisdiction exists but the parties have agreed to litigate only in another forum pursuant to a valid forum-selection clause is an open question in this Circuit. See Licensed Practical Nurses, Technicians and Health Care Workers of New York, Inc. v. Ulysses Cruises, Inc., 131 F.Supp.2d 393, 404-05 (S.D.N.Y.2000) (citing cases); see also New Moon Shipping, 121 F.3d at 28-30. The better view, however, is this: “The fact that the parties contractually agreed to litigate disputes in another forum is not a question of venue, but one of contract .... ” Licensed Practical Nurses, 131 F.Supp.2d at 404-05 (quoting Nat’l Micro-graphics Sys., Inc. v. Canon U.S.A, Inc., 825 F.Supp. 671, 678-79 (D.N.J.1993)). Venue is governed by statute, and the parties’ agreement to litigate elsewhere does not change the fact that venue is statutorily proper here. It is therefore misleading to dismiss Schultz’s suit for improper venue under Rule 12(b)(3). Haskel v. FPR Registry, 862 F.Supp. 909, 915-16 (E.D.N.Y.1994); Nat’l Micrographics Sys., Inc. v. Canon U.S.A., Inc., 825 F.Supp. 671, 678-79 (D.N.J.1993). Venue does he in this district pursuant to 28 U.S.C. § 1391(c), because Travelocity and its co-defendants are corporations and are subject to personal jurisdiction here. Since the case cannot be dismissed for lack of either subject-matter jurisdiction or venue, the only mechanism for enforcing the forum-selection clause is a transfer pursuant to 28 U.S.C. § 1404(a). I grant that motion. 28 U.S.C. § 1404(a) provides that, “For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district where it might have been brought.” To obtain a transfer of venue to the Northern District of Texas, Travelocity “bears the burden of establishing 1) that the action is one that ‘might have been brought’ in the district to which [Travelocity] seeks to have it transferred, and 2) that transfer is appropriate based on the convenience of the parties, the convenience of witnesses and the interests of justice.” POSVEN, C.A. v. Liberty Mut. Ins. Co., 303 F.Supp.2d 391, 400-01 (S.D.N.Y.2004). Courts employ an “individualized, case-by-case consideration of convenience and fairness” in determining if a transfer under § 1404(a) is proper. Reliance Ins. Co. v. Six Star, Inc., 155 F.Supp.2d 49, 56 (S.D.N.Y.2001) (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988)). “This determination is subject to the sound discretion of the district court.” POSVEN, 303 F.Supp.2d at 401. In this case, both prongs of § 1404(a) are satisfied. 1. The action “might have been brought” in the Northern District of Texas. The threshold question is whether Schultz could have filed his suit against Travelocity in the Northern District of Texas. A suit is properly filed in any district where subject-matter and personal jurisdiction exist and where venue is proper. Schechter v. Tauck Tours, Inc., 17 F.Supp.2d 255, 258 (S.D.NY.1998). The federal court in the Northern District of Texas has subject-matter jurisdiction based on the diversity of the parties. The forum-selection clause is irrelevant in this context since parties cannot confer federal jurisdiction by context; at first blush, it appears that diversity is lacking because Schultz (the plaintiff) and Travelocity (one of the defendants) are both domiciled in Texas. However, in the Class Action Fairness Act, Congress provided for a relaxed form of diversity in class actions: diversity exists as long as “any member of a class of plaintiffs is a citizen of a State different from any defendant.” 28 U.S.C. § 1332(d); see also Anwar v. Fairfield Greenwich Ltd., 676 F.Supp.2d 285, 292 (S.D.NY.2009). Here, Schultz is a citizen of Texas, and one of the defendants (Site59.com) is a citizen of a Delaware (place of incorporation) and New York (principal place of business). Thus, a federal court has subject-matter jurisdiction based on diversity. 28 U.S.C. § 1332(d)(2)(A). The Northern District of Texas has personal jurisdiction over the parties that reside in Texas—Schultz, Travelocity.com, LP and Travelocity.com, Inc. But all of the Defendants in Schultz’s suit have impliedly consented to personal jurisdiction in the Northern District of Texas, by virtue of their motion seeking to transfer the suit to that district. No further analysis is required. Venue may lie in more than one district. See Greenwich Life Settlements, Inc. v. Viasource Funding Group, LLC, 742 F.Supp.2d 446, 458-59, 2010 WL 3895481, at *11, 2010 U.S. Dist. LEXIS 105626, at *31 (S.D.N.Y. Oct. 4, 2010). Statutory venue lies in the Northern District of Texas under 28 U.S.C. § 1391(a)(2), because a “substantial part of the events or omissions giving rise to the claim occurred” in the district where Travelocity’s corporate headquarters are. Additionally, the parties contractually agreed that venue lies in the Northern District of Texas. (Henry Decl. Ex. A ¶ 12.) 2. Convenience, fairness, and the interests of justice weigh in favor of transfer. In balancing the convenience and fairness of transferring the suit to Texas, this Court considers several factors: (1) the convenience of witnesses; (2) the location of relevant documents and the relative ease of access to sources of proof; (3) the convenience of the parties; (4) the locus of the operative facts; (5) the availability of process to compel attendance of unwilling witnesses; (6) the relative means of the parties; (7) a forum’s familiarity with the governing law; (8) the weight accorded to plaintiffs choice of forum; and (9) trial efficiency and the interests of justice, based upon the totality of the circumstances. POSVEN, 303 F.Supp.2d at 404. “There is no rigid formula for balancing these factors and no single one of them is determinative.” Citigroup Inc. v. City Holding Co., 97 F.Supp.2d 549, 561 (S.D.N.Y.2000). “Instead, weighing the balance ‘is essentially an equitable task’ left to the Court’s discretion.” Citigroup, 97 F.Supp.2d at 561 (citing First City Nat'l Bank & Trust Co. v. Simmons, 878 F.2d 76, 80 (2d Cir.1989)). While not dis-positive, “[t]he presence of a forum-selection clause ... will be a significant factor that figures centrally in the district court’s calculus.” Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988). The first four factors — the convenience of witnesses, the location of relevant documents, the convenience of the parties, and the location of the operative facts — all favor transferring Schultz’s suit to Texas. The forum’s convenience for witnesses “is probably considered the single most important factor in the analysis of whether a transfer should be granted.” Schnabel v. Ramsey Quantitative Sys., Inc., 322 F.Supp.2d 505, 516 (S.D.N.Y.2004) (quoting Coker v. Bank of Am., 984 F.Supp. 757, 765 (S.D.N.Y.1997)). The majority of the witnesses, apart from Schultz, will likely be Travelocity employees — who can testify as to Travelocity’s User Agreement and practice with regards to billing consumers for hotel reservations. Most of these employees are located in Texas, where Travelocity is headquartered. Schultz is also a Texas resident. Additionally, because Texas is where Schultz resides, it is likely that he used the Internet in Texas to make his reservation on travelocity.com. The location of the hotel is the only tie to New York. But Schultz paid for his hotel reservation over the Internet before he arrived in New York, so the harm of which he complains (being overcharged for taxes and paying fees without knowing it) was inflicted on him in Texas when he secured his hotel reservation. Because the transaction was complete at the time the reservation was made on-line, any breach of contract, conversion, or breach of fiduciary duty occurred where Schultz accessed the website. Thus, not only will any necessary documents be located in Texas, but the alleged misconduct by Travelocity occurred in Texas long before Schultz arrived in New York. Further, because most of the possible witnesses are located in Texas, a Texas court is better able to compel their attendance. Schultz is a Texas resident, so presumably litigating in Texas is the less costly option for him. Schultz’s argument that litigating in New York is more economical because other suits have been filed here presupposes that this Court will certify a nationwide class of plaintiffs. Texas courts are also more familiar with Texas law than this court is, and Texas law governs most, if not all, of the claims in Schultz’s suit. The forum-selection clause is entitled to substantial consideration. Stewart Org., 487 U.S. at 29, 108 S.Ct. 2239. Here, the parties agreed that Texas courts would have exclusive jurisdiction. By contrast, Schultz’s choice of forum is not entitled to great weight. Ordinarily, of course, a plaintiffs choice of forum “is entitled to significant consideration and will not be disturbed unless other factors weigh strongly in favor of transfer.” Royal & Sunalliance v. British Airways, 167 F.Supp.2d 573, 576 (S.D.N.Y.2001). However, a plaintiffs choice is entitled to less deference where the connection between the case and the chosen forum is minimal. Berman v. Informix Corp., 30 F.Supp.2d 653, 659 (S.D.N.Y.1998). Apart from the location of the hotel he reserved, there is no connection between the actions that allegedly harmed Schultz and New York. Any harm he may have suffered occurred in Texas. Trial efficiency and the interests of justice also favor a transfer to the Northern District of Texas. “The dockets of the competing districts are relevant to this inquiry” and, as Travelocity points out in its brief, this district has approximately six times more pending cases than the Northern District of Texas. Billing v. Commerce One, Inc., 186 F.Supp.2d 375, 379 (S.D.N.Y.2002). In addition, where, as here, the locus of operative facts, the probable witnesses and documents, and all of the parties are located in the transferee forum, the interests of justice favor a transfer. See City of Pontiac Gen. Emps. Ret. Sys. v. Stryker Corp., 2010 WL 2035130, at *5, 2010 U.S. Dist. LEXIS 50410, at **12-13 (S.D.N.Y. May 21, 2010). The overwhelming majority of the factors weigh in favor of transfer, and the two most significant factors — the forum-selection clause and the forum’s convenience for witnesses — weigh strongly in favor of litigating this suit in Texas. The only factor that favors keeping Schultz in New York is that he selected this forum, but his lack of ties to New York renders that factor of minimal importance. For the above reasons, Schultz’s suit (No. 08 Civ. 10744) is severed and transferred to the United States District Court for the Northern District of Texas. For the remainder of this opinion, any discussion of the “Plaintiffs’ claims” does not include Schultz. THE MOTION TO DISMISS THE REMAINING COMPLAINTS I. All Plaintiffs’ First And Second Causes Of Action (G.B.L. § 349) Are Dismissed Except For Lamattina’s First Cause Of Action. The first cause of action in each complaint asserts a claim under New York General Business Law (“G.B.L.”) § 349. G.B.L. § 349(a) makes unlawful “Deceptive acts or practices in the conduct of any business, trade or commerce or in the furnishing of any service in this state.” N.Y. Gen. Bus. Law § 349(a). To state a claim under G.B.L. § 349, a plaintiff must allege that “(1) defendant is engaging in an act or practice that is deceptive or misleading in a material way, and (2) plaintiff has been injured by reason thereof.” Oswego Laborers’ Local 214 Pension Fund v. Marine Midland Bank, N.A., 85 N.Y.2d 20, 25, 623 N.Y.S.2d 529, 647 N.E.2d 741 (N.Y. 1995). Priceline, Expedia, and Hotels.com argue that the G.B.L. § 349 claim must be dismissed because the transaction in which the Plaintiffs were allegedly deceived did not occur in New York. The Priceline plaintiffs (Chiste, Schroud, and Gutman) are out-of-state residents. (Priceline Compl. ¶ 12.) Two of the Hotels.com plaintiffs (Chiste and Sidener) are also out-of-state residents. (Hotels.com Compl. ¶ 12.) Peluso (the Orbitz plaintiff) is an Alabama resident. (Orbitz Compl. ¶ 9.) Lamattina (one of the Hotels.com plaintiffs) is the only plaintiff who is a New York resident. (Priceline Compl. ¶ 12.) Her claim will be considered separately. A. Plaintiffs Schroud’s, Gutman’s, Chiste’s, and Sidener’s G.B.L. § 349 claims are dismissed. New York law is clear that G.B.L. § 349 does not apply to out-of-state plaintiffs who were allegedly deceived outside of New York. “[T]he transaction in which the consumer is deceived must occur in New York” to be actionable under N.Y. General Business Law § 349. See Goshen v. Mut. Life Ins. Co. of New York, 98 N.Y.2d 314, 324, 746 N.Y.S.2d 858, 774 N.E.2d 1190 (N.Y.2002). Priceline, Expedia, and Hotels.com argue that the deception alleged by the Plaintiffs occurred outside New York; specifically, in the state where each plaintiff used the Internet to visit price-line.com, expedia.com, or hotels.com to make their hotel reservations. Plaintiffs have not alleged that they visited these websites in any place but their home state; nothing in any complaint suggests that Plaintiffs visited the Defendants’ websites in New York. Plaintiffs, however, argue that the deceptive practices occurred in New York. Plaintiffs point to the fact that the deceptive transactions relating to the Tax Delta are not completed until the consumer checks out of the New York hotel. Moreover, Plaintiffs argue that Defendants are contracting to sell a stay in a New York hotel. Plaintiffs’ argument is not persuasive. In Goshen, the New York Court of Appeals examined the text of G.B.L. § 349 in determining its territorial reach. Section 349(a) states, “Deceptive acts or practices in the conduct of any business, trade or commerce or in the furnishing of any service in this state are hereby declared unlawful.” N.Y. G.B.L. § 349. The court concluded that the phrase “in this state” applies to “the conduct of any business, trade or commerce [or] the furnishing of any service.” Goshen, 98 N.Y.2d at 325, 746 N.Y.S.2d 858, 774 N.E.2d 1190 (alteration in original). “The phrase ‘deceptive acts or practices’ under the statute is not the mere invention of a scheme or marketing strategy, but the actual misrepresentation or omission to a consumer. Thus, to qualify as a prohibited act under the statute, the deception of a consumer must occur in New York.” Id. The plaintiff in Goshen argued that the allegedly deceptive practice was conceived in New York, by a company doing business in New York, but he himself was a resident of Florida. The court ruled that the deception occurred outside New York, where the plaintiff purchased the allegedly deceptive insurance policy and where he paid the premiums on that policy. Id. at 326, 746 N.Y.S.2d 858, 774 N.E.2d 1190. Plaintiffs here made and paid for their hotel reservations on the Internet from their respective home states. The alleged deceptive practice — the failure to disclose the mark-up, retention of the Tax Delta, and the bundling of the service fees and taxes in the invoice — occurred at the time the hotel reservations were made on the websites; they did not occur when Plaintiffs checked in to the hotels. Consequently, any deception occurred when the reservations were made and all of the Plaintiffs, except for Lamattina, made their hotel reservations outside of New York. Lamattina is therefore the only named plaintiff who can assert a valid claim under GBL § 349. Accordingly, the first cause of action asserted by Chiste, Schroud, and Gutman against Priceline (No. 08 Civ. 10746) is dismissed. Chiste’s first cause of action against Expedia and Sidener’s first cause of action against Hotels.com (No. 08 Civ. 10676) are also dismissed. B. Lamattina’s GBL § 349 claim against Hotels.com is not dismissed. Hotels.com argues that Lamattina’s G.B.L. § 349 claim should be dismissed because she does not adequately plead that Hotels.com’s conduct was materially deceptive. Hotels.com argues that there was no deception, because the bundling of taxes and fees and the mark-up were disclosed to her before she made her hotel reservation, and she paid no more than she was told she would pay. Rule 12(b)(6) of the Federal Rules of Civil Procedure provides that a complaint may be dismissed for “failure to state a claim upon which relief can be granted.” Fed.R.Civ.P. 12(b)(6). To survive a motion to dismiss, “a complaint must contain sufficient factual matter ... to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, —- U.S. -, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is hable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). “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.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (internal quotations, citations, and alterations omitted). Thus, unless a plaintiffs well-pleaded allegations have “nudged [its] claims across the line from conceivable to plausible, [the plaintiffs] complaint must be dismissed.” Id. at 570, 127 S.Ct. 1955; Iqbal, 129 S.Ct. at 1950-51. Three elements are necessary to state a claim under G.B.L. § 349:(1) “the challenged act or practice was consumer-oriented;” (2) the practice was “misleading in a material way;” and (3) “the plaintiff suffered injury as a result of the deceptive act.” Stutman v. Chem. Bank, 95 N.Y.2d 24, 29, 709 N.Y.S.2d 892, 731 N.E.2d 608 (N.Y.2000) (citations omitted). To determine whether an act or practice is materially misleading, a court looks to whether it could “mislead a reasonable consumer acting reasonably under the circumstances.” Oswego Laborers’ Local 214 Pension Fund v. Marine Midland Bank, N.A., 85 N.Y.2d 20, 26, 623 N.Y.S.2d 529, 647 N.E.2d 741 (N.Y.1995). It is not necessary for the plaintiff to demonstrate that the defendant acted intentionally or with scienter. Watts v. Jackson Hewitt Tax Serv. Inc., 579 F.Supp.2d 334, 346 (E.D.N.Y.2008). “The rule imposes an objective standard by taking into account what a reasonable consumer would do under the plaintiffs particular circumstances. There can be no claim for deceptive acts or practices, however, when the alleged deceptive practice was fully disclosed.” Id. In her complaint, Lamattina includes several examples of allegedly deceptive and misleading behavior by Hotels.com. First, Lamattina claims that Hotels.com charges consumers a tax based on the Retail Rate, but remits a tax to hotels based on the lower Wholesale Rate — and keeps the difference without disclosing it. (Compl. ¶ 35.) Second, Lamattina alleges that Hotels.com charges consumers a service fee, and then lumps that fee with the taxes collected so that consumers are unaware of the exact amount of the service fee. (Id.) Third, Lamattina alleges that Hotels.com does not disclose to consumers the difference between the Wholesale Rate and the Retail Rate — in other words, it does not disclose the amount of its profit on any transaction. (Id.) The thrust of Lamattina’s allegations are that consumers are deceived into believing that they are paying the lowest possible rate for their hotel stay, when they could in fact get a lower rate by dealing directly with the hotel — and that this is because Hotels.com does not itemize certain fees, does not disclose its profit margin, and charges more in taxes than is actually owed. Indeed, at a recent pre-trial conference, counsel for Lamattina insisted that the real deceptive practice here was that consumers were led to believe that it was cheaper to book hotels through Hotels.com, when in fact it could have been cheaper to book directly with the hotel. However, I reject this last suggestion out of hand. The complaint contains conclusory allegations that Hotels.corn’s “advertising and statements” deceived consumers into believing that it “provide[s] the lowest possible rate on the hotel room.” (See Hotels.com Compl. ¶¶ 35.9, 56.9.) A blanket allegation that Hotels.com’s “advertising and statements” lead consumers to believe that it is the lowest-cost provider of hotel rooms is insufficient to plead a materially misleading “deceptive act or practice.” See Woods v. Maytag Co., 2010 WL 4314313, at **14-16, 2010 U.S. Dist. LEXIS 116595, at **41-45 (E.D.N.Y. Nov. 2, 2010). Lamattina provides no examples of the alleged deceptive advertising or statements by Hotels.com, and, even on a motion to dismiss, this Court need not accept her conclusory statements. Iqbal, 129 S.Ct. at 1949-50. Lamattina was quoted the exact amount she would pay for her hotel reservation. She was also informed that the total cost of her hotel reservation included a service fee. Knowing what it would cost her to book with Hotels.com, Lamattina was free to shop around to determine if Hotels.com was offering her the best bargain, or if she could do better — whether on another website or by purchasing directly from the vendor (the hotel). Turning to Lamattina’s other allegations, her argument that Hotels.com’s failure to disclose that it was making a profit on each reservation was deceptive and misleading under G.B.L. § 349 is not persuasive. The argument attributes to consumers a level of stupidity that the Court cannot countenance and that is not actionable under G.B.L. § 349. G.B.L. § 349 requires that the alleged deceptive act be “likely to mislead a reasonable consumer acting reasonably under the circumstances.” Oswego Laborers’, 85 N.Y.2d at 26, 623 N.Y.S.2d 529, 647 N.E.2d 741 (emphasis added); see also Estate of Pew v. Cardarelli 2009 WL 3165759, at *2, 2009 U.S. Dist. LEXIS 90090, at *5 (N.D.N.Y. Sept. 29, 2009). Any reasonable consumer would understand that businesses are in business to make a profit. Lamattina’s allegation that Hotels.com always charges a consumer more in taxes than it pays the hotel is, however, sufficient to plead a materially deceptive practice under G.B.L. § 349. This claim survives due to the peculiar (and syntactically difficult) wording of the Hotels.com User Agreement, which provides, in relevant part: The tax recovery charge is assessed to recover the amount we pay to the hotel in connection with your reservation for sales and use, occupancy, room tax excise tax, value added and other similar taxes etc., and the balance of the additional amount is a fee we charge in connection with the handling of your reservation. Our service fee varies based on the amount and location of your reservation. We are not the vendor collecting and remitting said tax to the applicable tax authorities. The vendors bill all applicable taxes to us and we remit such tax directly to the vendor. We are not a co-vendor associated with the vendor with whom we book or reserve our customer’s travel arrangements. Taxability and the appropriate tax rate vary greatly by location. Our actual tax cost paid to the vendor may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual use of the hotel, automobile, etc. by our customer. (Declaration of Steve Dumaine (“Dumaine Deck”) Ex. B.) The first sentence of the excerpted provision explains that the tax paid in connection with the “tax recovery charge” is the amount of taxes “we pay to the hotel.” The first sentence also discloses that the “balance of the additional amount” will be retained as a service fee. So the consumer is advised that he or she will pay both taxes and a service fee in addition to the tax fee for the room. Lamattina’s argument that Hotels.com was required to itemize its fees is merit less. It is true that Hotels.com tells the consumer that the consumer will be charged for taxes and a service fee; that the consumer pays taxes and a service fee; and that when the consumer reserves her room the total amount of the taxes and fees she would incur was disclosed to her. Lamattina knew exactly how much she was going to pay for her room before she made her reservation. (Hotels.com Compl. Ex. A.) Unlike the plaintiff in Watts v. Jackson Hewitt Tax Serv., Inc., 579 F.Supp.2d 334 (E.D.N.Y.2008), Lamattina was not shown one advertised price and later charged a different price, based on undisclosed surcharges. There is no allegation that Lamattina paid a dime more for her hotel room than she was first informed and then charged by Hotels.com. However, the way the sentence is constructed, it is not clear whether the “balance of the additional amount” (i.e., the service fee) is part of the “tax recovery charge,” or is some separately stated “additional amount.” Assuming arguendo that the User Agreement adequately discloses the “bundled” tax and service fee, as Hotels.com contends, the complaint nonetheless alleges that the amount actually remitted to the state (in this case, New York state) for taxes always differs from (and is always less than) the “tax” component of the “tax recovery charge.” (Hotels.com Compl. ¶¶ 4, 35.11, 40.) Thus, despite the User Agreement’s disclosure that the “actual tax cost paid” to the hotels “may vary from the tax recovery charge,” Lamattina alleges that the actual tax cost will always vary because Hotels.com always collects a tax on the Retail Rate, rather than the required Wholesale Rate. (Id. ¶¶ 35, 39 (emphasis added).) In this respect, Lamattina’s allegation is similar to one upheld in Watts. In Watts, Jackson Hewitt promoted its affordable tax-preparation services on fliers which explained that the minimum fee consumers paid for the service varied depending on the complexity of the tax return. 579 F.Supp.2d at 340-41. The fliers, however, did not disclose the existence of a 15% fee that was applied to all consumers’ final invoice during peak tax-preparation season— meaning that no consumer ever paid the advertised minimum fee for the tax-preparation service during that time. Id. at 347. The court suggested that “[w]hen a defendant exclusively possesses information that a reasonable consumer would want to know and could not discover without difficulty, failure to disclose can constitute a deceptive or misleading practice.” Id. (citing Oswego, 85 N.Y.2d at 27, 623 N.Y.S.2d 529, 647 N.E.2d 741). Simila rly, Hotels.com did not disclose that it collects a tax on the Retail Rate — information a consumer would want to know but could not discover from the User Agreement or Hotels.com’s invoice. This particular failure to disclose may be material, even though the consumer should expect that Hotels.com will collect a service fee (and is informed that Hotels.com will collect a fee for its service). A consumer would not necessarily expect that Hotels.com will collect more in taxes than it is actually required to collect by law, and might choice to do business elsewhere if that fact were disclosed. “[A] material claim is one that ‘involves information that is important to consumers and, hence, likely to affect their choice of, or conduct regarding, a product.’ ” Bildstein v. MasterCard Int’l Inc., 329 F.Supp.2d 410, 414 (S.D.N.Y.2004) (quoting Novartis Corp. v. FTC, 223 F.3d 783, 787 (D.C.Cir. 2000) (alteration in original)). The amount of “tax” collected by Hotels.com — because it is more than the amount the hotel would charge — is material information to a consumer who is seeking the lowest-cost hotel reservation; and Lamattina has alleged that had she of known that making her reservation with Hotels.com was more costly (i.e., had she of known that Hotels.com collected more in taxes than the actual hotel) she would not have used Hotels.com to make her reservation. (Hotels.com Compl. ¶¶ 35.9, 56.9, 80.) Accordingly, Lamattina in this respect (and this respect only) has pleaded a materially deceptive act as required by G.B.L. § 349. C. Plaintiffs’ claims for declaratory and injunctive relief based on G.B.L. § 349 are dismissed. In count two, each Plaintiff seeks a declaratory judgment establishing that the Defendants violated G.B.L. § 349 and an injunction against further violations. Declaratory judgments and injunctions are remedies, not causes of action. Pace v. Schwartz, 680 F.Supp.2d 591, 594 (S.D.N.Y.2010); Five Star Dev. Resort Cmty., LLC v. iStar RC Paradise Valley, LLC, 2010 WL 2697137, at *4, 2010 U.S. Dist. LEXIS 67029, at **11-12 (S.D.N.Y. July 6, 2010). None of the Plaintiffs, except for Lamattina, has pleaded a viable G.B.L. § 349 claim, and, therefore, none of them, except for Lamattina, is entitled to either a declaratory judgment or an injunction to identify or remediate any violation of G.B.L. § 349(a). See Arbitron, Inc. v. Kiefl, 2010 WL 3239414, at *3, 2010 U.S. Dist. LEXIS 83597, at *10 (S.D.N.Y. Aug. 13, 2010). Accordingly, all of the Plaintiffs’ second causes of action, except for Lamattina’s, are dismissed; Lamattina’s claim is dismissed as well, but these remedies are deemed added to her ad damnum clause. II. Plaintiffs’ Third Causes Of Action, Which Seek Declaratory And Injunctive Relief Based On Plaintiffs’ State-Law Claims, Are Dismissed. In their third causes of action, all of the Plaintiffs seek a declaratory judgment establishing Defendants liability for conversion, breach of contract, and breach of fiduciary duty. But in their fourth, fifth, and sixth causes of action, Plaintiffs assert state-law claims for conversion (count four), breach of fiduciary duty (count five), and breach of contract (count six). To the extent that it seeks a declaration that the Defendants are liable for conversion, breach of fiduciary duty and breach of contract, the third cause of action merely duplicates the substantive counts that follow. Whether to exercise declaratory jurisdiction is within the district court’s broad discretion. See Muller v. Olin Mathieson Chem. Co'tp., 404 F.2d 501, 505 (2d Cir.1968). In determining whether to exercise declaratory jurisdiction, a court considers whether a declaratory judgment will (1) “serve a useful purpose in clarifying and settling the legal relations in issue;” or (2) “afford relief from the uncertainty, insecurity, and controversy giving rise to the proceeding.” Cont’l Cas. Co. v. Coastal Sav. Bank, 977 F.2d 734, 737 (2d Cir. 1992) (citation omitted). Neither objective is satisfied here. The determination the Plaintiffs seek will be adjudicated in their common-law causes of action so a declaratory judgment will serve no useful purpose. See, e.g., CAMOFI Master LDC v. Coll. P’ship, Inc., 452 F.Supp.2d 462, 480-81 (S.D.N.Y. 2006). The fundamental purpose of the Declaratory Judgment Act is to allow a plaintiff not certain of his rights to “ ‘avoid accrual of avoidable damages,’ ” and “ ‘to afford him an early adjudication without waiting until his adversary should see fit to begin suit, after damage has accrued.’ ” United States v. Doherty, 786 F.2d 491, 498 (2d Cir.1986) (quoting Luckenbach S.S. Co. v. United States, 312 F.2d 545, 548 (2d Cir.1963)); see also In re Combustion Equip. Assoc., 838 F.2d 35, 37 (2d Cir. 1988). Here, there is no cloud of uncertainty affecting the Plaintiffs’ rights that can be lifted by a declaratory judgment. The harm, if any, happened in the past and, “There is no basis for declaratory relief where only past acts are involved.” Nat’l Union Fire Ins. Co. of Pittsburgh v. Int’l Wire Group, Inc., 2003 WL 21277114, at *5 (S.D.N.Y. June 2, 2003); see also Gianni Sport Ltd. v. Metallica, 2000 WL 1773511, at *4 (S.D.N.Y. Dec. 4, 2000). Therefore, the third cause of action is dismissed to the extent that it seeks declaratory relief. Injunction is not a separate cause of action; it is a remedy. Reuben H. Donnelley Corp. v. Mark I Mktg. Corp., 893 F.Supp. 285, 293 (S.D.N.Y.1995); Lekki Capital Corp. v. Automatic Data Processing, Inc., 2002 WL 987147, *3-4, 2002 U.S. Dist. LEXIS 8538, *11 (S.D.N.Y. May 14, 2002). If the Plaintiffs have viable claims under any of the fourth, fifth, or sixth causes of action, and if those claims entitle them to injunctive relief, then they can apply for that remedy once liability has been established. Accordingly, the third cause of action asserted by all of the Plaintiffs is dismissed. III. Plaintiffs’ Fourth Causes of Action For Conversion Are Dismissed. A. The applicable law for all common-law claims brought by each Plaintiff In cases where jurisdiction is based on diversity, a federal court will apply the choice-of-law rules of the forum state. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). Plaintiffs allege that their dealings with Defendants are governed by Defendants’ User Agreements, to which each Plaintiff agreed prior to making their hotel reservation. (Compl. ¶ 85.) These agreements all contain choice-of-law clauses. Plaintiffs argue that, under New York’s choice-of-law rules, the choice-of-law clauses in the User Agreements are unenforceable because New York has greater interests in this dispute and applying the law of another state violates New York public policy. New York courts typically enforce a choice-of-law clause in a contract when the chosen law has a “reasonable relationship” to the contract and does not violate New York public policy. LaGuardia Assocs. v. Holiday Hospitality Franchising, Inc., 92 F.Supp.2d 119, 127 (E.D.N.Y.2000); see also Cargill, Inc. v. Charles Kowsky Res., Inc., 949 F.2d 51, 55 (2d Cir.1991). Here, there is a reasonable relationship between the law chosen in the User Agreement and the Defendants. See, e.g., Schwimmer v. Allstate Ins. Co., 176 F.3d 648, 650 (2d Cir.1999). For all of the User Agreements, the choice-of-law clause applies the law of the state where the Defendant has its principle place of business. The Plaintiffs are located throughout the country and, as a result, there is no single domicile for all of the Plaintiffs. The contracts were entered into in different states where Plaintiffs accessed the Internet to use Defendants’ websites. Additionally, the Plaintiffs’ breach-of-contract claims do not depend on the location of the hotel. If the Defendants breached the User Agreements, the breach is alleged to have occurred before the Plaintiffs arrived in New York and the fact that their hotel reservation was for a New York hotel is of no importance to their claims. Although Plaintiffs argue that a hotel located in New York could not make its contract with a guest subject to the law of a state other than New York, Plaintiffs did not contract with the hotel — they contracted with Defendants (none of whom is located in New York), and they did so from outside of New York. Ultimately, there is a greater relationship between the chosen law and the User Agreements than there is between New York and the User Agreements. Plaintiffs’ argument that applying another states’ law violates New York public policy is not persuasive. The application of another states’ law would not offend New York public policy. The named plaintiffs (other than Lamattina) are from outside New York; their contracts were entered into outside New York; and, to the extent that the applicable choice of law covers torts, the torts (if any occurred) are alleged to have happened outside New York. Whether Defendants were required to remit to the New York taxing authorities the excess tax collected (based on the Retail Rate) is a question the New York tax authorities are litigating in a separate suit; that question is not before this Court. Thus, the choice-of-law clauses in the User Agreements are enforceable and will determine what states’ law applies to each Plaintiffs’ common-law claims. I will discuss the choice of law in connection "with the analysis of each claim. All of the Plaintiffs assert three common-law claims: one for breach of contract which is based on an alleged breach by Defendants of the User Agreements and two tort claims (for conversion and breach of fiduciary duty). (1) Lamattina’s conversion claim against Hotels.com (a) Applicable Law Lamattina is bound by the September 2006-2007 User Agreement because she used Hotels.com in 2007. That agreement specifically provides that “the internal laws of the State of Texas ... will govern this agreement and any dispute of any kind that arises between you and the Company or its affiliates.” (Dumaine Deck Ex. B.) To determine the scope of the choice-of-law provision in the User Agreement, this Court must look to New York law. See Fin. One Pub. Co. v. Lehman Bros. Special Fin., Inc., 414 F.3d 325, 333 (2d Cir.2005). New York courts have interpreted the “any dispute of any kind” language to be sufficiently broad to apply to both tort and contract claims arising from the agreement. See Turtur v. Rothschild Registry Int’l, Inc., 26 F.3d 304, 309-10 (2d Cir.1994). The choice-of-law provision in Lamattina’s User Agreement applies to all of her common-law claims. (b) Conversion In Texas, “Conversion consists of the wrongful exercise of dominion or control over another’s property in denial of, or inconsistent with, the other’s rights.” Newsome v. Charter Bank Colonial, 940 S.W.2d 157, 161 (Tex.App.1996). “Money is subject to conversion only when it can be identified as a specific chattel, and not where an indebtedness may be discharged by the payment of money generally. An action for conversion of money will lie where the money is (1) delivered for safe keeping; (2) intended to be kept segregated; (3) substantially in the form in which it is received or an intact fund; and (4) not the subject of a title claim by its keeper.” Id.; see also In re TXNB Internal Case, 483 F.3d 292, 308 (5th Cir.2007). Lamattina’s allegations do not establish the four elements needed to plead a claim for conversion under Texas law. Lamattina seeks a refund on the theory that she was overcharged for her hotel room, based on the alleged overcharges for taxes, service fees, and the mark-up on the Wholesale Rate that she paid Hotels.com. But nothing about that allegation supports an inference that Lamattina gave Hotels.com the money for safe keeping and with the intent that it be segregated — both of which are essential elements of a conversion claim for money. Lamattina’s fourth cause of action for conversion is dismissed because she has not pled facts that allege the existence of the elements of a conversion claim. (2) Sidener’s conversion claim against Hotels.com (a) Applicable Law Sidener is bound by the July 2004-2006 User Agreement because he used hotels.com in November 2004. The choice-of-law provision in Sidener’s User Agreement is identical to the choice-of-law clause that is applicable to Lamattina. (Dumaine Deck Ex. A.) Thus, Sidener’s claims are also governed by Texas law. Hotels.com argues that Sidener’s conversion claim — and, indeed, all of his common law claims — are barred by the statute of limitations. In diversity cases, federal courts apply the choice-of-law rules of the forum state (New York) to determine what state’s laws will determine the limitations period. See Dutton v. Glass, 2005 WL 146503, at *2 (S.D.N.Y. Jan. 20, 2005). For causes of action that accrued outside of the state, New York applies its borrowing statute, N.Y. C.P.L.R. § 202. The borrowing statute requires that a court, when presented with a cause of action accruing outside New York apply whichever statute of limitations is shorter — New York’s or that of the state where the cause of action accrued. See Cantor Fitzgerald Inc. v. Lutnick, 313 F.3d 704, 710 (2d Cir.2002); Pricaspian Dev. Corp. v. Royal Dutch Shell, PLC, 382 Fed.Appx. 100, 102 (2d Cir.2010). In New York, “a cause of action accrues at the time and in the place of the injury.” Global Fin. Corp. v. Triarc Corp., 93 N.Y.2d 525, 529, 693 N.Y.S.2d 479, 715 N.E.2d 482 (N.Y.1999). For purely economic injuries, “the place of injury usually is where the plaintiff resides and sustains the economic impact of the loss.” Cantor Fitzgerald, 313 F.3d at 710. Because Sidener’s injury is economic (ie., the overpayment of taxes and fees), his causes of action accrued in Wisconsin — where he resides and where he made his reservation. Thus, the shorter of New York’s or Wisconsin’s statute of limitations will apply to Sidener’s common-law claims. Sidener made his hotel reservation in November 2004. Sidener’s economic injury accrued at the time he paid the allegedly excess taxes, the service fees, and was charged the higher Retail Rate for his hotel reservation. Thus, his causes of action accrued in November 2004. Claims for conversion have a three-year statute of limitations in New York. N.Y. C.P.L.R. § 214(3); Beesmer v. Besicorp Dev., Inc., 72 A.D.3d 1460, 900 N.Y.S.2d 472, 476 (2010). Wisconsin has a six-year statute of limitations for conversion claims. Wis. Stat. Ann. § 893.51(1) (West 2006), Kane v. Berken, 229 Wis.2d 735, 1999 WL 557747, at *4 (Wis.Ct.App. July 30, 1999). Because he chose to sue in New York, Sidener is bound by New York’s shorter three-year limitations period, which means that Sidener’s conversion claim is untimely (it was not filed until December 9, 2008). Sidener argues that, under New York law, the limitations period should be equitably tolled. “It is ... fundamental to the application of equitable estoppel for plaintiffs to establish that subsequent and specific actions by defendants somehow kept them from timely bringing suit.” Zumpano v. Quinn, 6 N.Y.3d 666, 674, 816 N.Y.S.2d 703, 849 N.E.2d 926 (N.Y.2006). However, Sidener points to no specific action by Hotels.com that prevented him from discovering his claim and filing a timely suit. The complaint does not allege facts that warrant equitable tolling. (b) Conversion Even if Sidener’s conversion claim were timely, it still lacks merit for the same reasons that Lamattina’s conversion claim fails. Like Lamattina’s claim, Sidener’s conversion claim is governed by Texas law as required by the User Agreement’s choice-of-law clause. Sidener has not pleaded facts to support two essential elements of a cause of action for conversion in Texas: (1) that he gave the money to Hotels.com with the intent that it be segregated, and (2) that he delivered the money to Hotels.com for safe keeping. Newsome, 940 S.W.2d at 161. As was true with Lamattina, Sidener has failed to identify the allegedly converted funds as a “specific chattel.” Id. So even if the limitations period were equitably tolled, Sidener’s fourth cause of action would have to be dismissed. (S) Chiste’s conversion claims against Expedia and Priceline (a) Applicable Law Chiste’s Expedia claims are governed by the 2007 Expedia User Agreement — the agreement in effect when he used expedia.com. The choice-of-law provision in the User Agreement states that “this Agreement is governed by the laws of the State of Washington.” (Declaration of Timothy MacDonald (“MacDonald Decl.”) Ex. A.) Unlike the language in Lamattina’s User Agreement, the language here limits the application of Washington law to disputes regarding the User Agreement. Thus, Washington law applies to Chiste’s breach-of-contract claim against Expedia. In New York, tort claims are outside the scope of a choice-of-law provision when the provision only specifies what law governs construction of the terms of the agreement. Fin. One Pub. Co., 414 F.3d at 335. Chiste’s conversion and breach-of-fiduciary-duty claims (the tort claims) are governed by Virginia law, because that is where the alleged tort occurred. See White Plains Coat & Apron Co. v. Cintas Corp., 460 F.3d 281, 284 (2d Cir.2006). If no conflict exists between Virginia and New York law, this Court may apply New York law. See Fin. One Pub. Co., 414 F.3d at 331: Wall v. CSX Transp., Inc., 471 F.3d 410, 415 (2d Cir. 2006). Chiste’s Priceline claims are governed by the User Agreement in existence when he visited priceline.com in November 2006. The User Agreement in existence during that time states that Delaware law applies. The choice-of-law clause simply states, “The internal laws of the State of Delaware shall govern the performance of this Agreement.” As was true with Chiste’s User Agreement with Expedia, the choice-of-law provision in Priceline’s User Agreement is not broad and limits application of Delaware law to contract disputes. See Fin. One Pub. Co., 414 F.3d at 333. Thus, Chiste’s breach-of-contract claim against Priceline is governed by Delaware law, but his tort claims (against Priceline and Expedia) are governed by Virginia law. Id.; see also White Plains Coat & Apron Co., 460 F.3d at 284. (b) Conversion In Virginia, “Conversion is the wrongful assumption or exercise of the right of ownership over goods or chattels belonging to another in denial of or inconsistent with the owner’s rights.” Economopoulos v. Kolaitis, 259 Va. 806, 528 S.E.2d 714, 719 (2000). Money is subject to a claim for conversion if the money can be described as a “specific, tangible item.” Mar Tech Mech., Ltd. v. Chianelli Bldg. Corp., 2001 WL 1262387, at *6 (Va.Cir.Ct. Mar. 6, 2001). Chiste claims he is entitled to “damages in an amount to be determined according to proof at the time of trial.... ” (Hotels.com Compl. ¶ 71.) But this allegation does not identify the specific and tangible fund of money that Chiste believes Expedia and Priceline converted. As the court in Mar Tech noted, if plaintiff is successful in his suit, “any form of payment would satisfy the judgment, and could properly come from any source whatever. In essence, a dollar is a dollar as far as Plaintiffs judgment is concerned, and no specific dollar is sought as being converted.” 2001 WL 1262387, at *6. Here, Chiste has broadly alleged that he is entitled to “dama