Full opinion text
MEMORANDUM OPINION Denying Defendants’ Motion to Tkansfer Venue and Granting in Part and Denying in Part Defendants’ Motion to Dismiss RUDOLPH CONTRERAS, United States District Judge I. INTRODUCTION In 2009, a consortium of four cellular telephone carriers (collectively “Defendants” or the “Carrier Consortium”), entered into a Master License Agreement with the Washington Metropolitan Area Transit Authority (“WMATA”) for the design and construction of a wireless communications infrastructure that would allow WMATA riders' to use their cellular phones in Metrorail tunnels and stations. In this action, Plaintiff Intelect Corporation (“Intelect”) claims that the Carrier Consortium failed to ensure that the general contractor they hired to undertake the WMATA project, Powerwave Technologies, Inc. (“Powerwave”), obtained the required surety payment bond covering the entire contract price — upwards of $65 million — in order to assure payment to all of Powerwave’s subcontractors. Powerwave ultimately suffered financial difficulties and has since defaulted on its construction contract with the Carrier Consortium and filed for bankruptcy in the District of Delaware. Because of Powerwave’s default and bankruptcy, Intelect claims that Pow-erwave failed to make payments on several invoices, and that a total of $1,013,016.83 remains due to Intelect. Intelect initiated this lawsuit not against Powerwave, but directly against the Carrier Consortium, contending that the Carrier Consortium knew that the project was not fully bonded, failed to inform Intelect and other subcontractors about that alleged problem, and, after Powerwave filed for bankruptcy, nevertheless induced Intelect to retain its employees by representing that the project would commence again in Spring 2013. Now before the Court is Defendants’ motion to transfer venue to the United States District Court for the District of Delaware (ECF No. 5) and Defendants’ motion to dismiss this action for failure to state a claim (ECF No. 11). For the foregoing reasons, the Court will deny Defendants’ motion to transfer venue and will grant in part and deny in part Defendants’ motion to dismiss. II. FACTUAL BACKGROUND In 2008, as a condition of receiving $1.5 billion in federal funding, Congress required WMATA to ensure “that customers of [WMATA’s] rail service ... have access within the rail system to services provided by any licensed wireless provider .... ” Passenger Rail Investment and Improvement Act of 2008, Pub. L. No. 110-432, Div. B, § 601(e)(1), 122 Stat. 4907, 4969; see also Am. Compl. ¶ 10, ECF No. 8. On February 26, 2009, WMATA’s governing board granted approval for WMATA “to enter into a Master License Agreement with the Carrier Consortium to design, build, operate, and maintain seamless wireless communications coverage for 47 underground stations and 50.5 miles of tunnels” for the Carrier Consortium’s own use and for the use of WMATA and its customers. Am. Compl. ¶ 11. The contract required the Carrier Consortium to fund the Project at its own expense, and Inte-lect alleges that the Defendants essentially “assumed the role of Project Owner.” Id. ¶ 12. On June 18, 2009, Defendants hired Powerwave as the project’s general contractor. Id. ¶ 14. Powerwave, in turn, hired Intelect as a subcontractor on June 16, 2010, entering into a $5,629,122.26 subcontract under which Intelect was to complete a portion of the project. Id. ¶ 17. The specific contours of Intelect’s portion of the project are not described in the complaint. Intelect alleges that WMATA’s “internal policies and standard contract forms” typically require its contractors to supply a payment bond “in the amount of ... 100% of the contract” to ensure that all persons who supply labor and materials to the project are paid. Id. ¶ 13. Because the project was a “public-private partnership,” however, WMATA only required the Carrier Consortium to obtain a nominal bond, in lieu of a surety payment bond for the full contract price. Id. Intelect alleges that WMATA “rel[ied] on the Carrier Consortium to require its contractor to bond the Project in the full amount of the contract.” Id. The full amount of the project, according to the Carrier Consortium’s contract with Powerwave, was $65,671,000. Id. ¶ 14. And Intelect claims that, although the contract between the Carrier Consortium and Powerwave divided the project into four milestones, or “phases,” the Carrier Consortium’s contract with Powerwave nevertheless “required Powerwave to provide for bonding in the amount of 100% of the full contract price.” Id. ¶¶ 15-16. Intelect alleges that Powerwave did obtain a bond, naming Defendants as joint obligees, but that the bond was only valued at $5,000,000 — a small fraction of the contract price. Id. ¶¶ 18-20 & Ex. A (providing a copy of the payment bond documents). Intelect thus contends that it was apparent to Defendants on the face of the bond that Powerwave had failed to comply with the terms of the Powerwave-Carrier Consortium contract and had failed to secure the required bond. Id. ¶¶ 20-22. Powerwave began to suffer financial difficulties in late 2012. As a consequence, Powerwave failed to make several payments to Intelect. In total, Intelect contends that invoices totaling $1,013,016.83 remain unpaid. Id. ¶¶ 23-24. Once Power-wave defaulted on its payment obligations, Intelect claims that one of its officers and its counsel both “requested a copy of the Powerwave Payment Bond” from the Carrier Consortium, which they “refused to provide.” Id. ¶ 30. Intelect states that it was only after it “was able to obtain a copy of the bond, indirectly, through its insur-anee agent, that Intelect discovered, in January 2013, that the bond was limited in amount and restricted to Phase I, and that the monies then due from Powerwave to Intelect were primarily for work performed in Phases II and III.” Id. ¶ 31. Notwithstanding Powerwave’s failure to pay Intelect, Intelect “continued to supply labor and materials to the Project for the benefit [of] and use by the Carrier Consortium.” Id. ¶ 26. Intelect further claims that although Defendants “had actual knowledge that Powerwave was financially unstable” as of the fall of 2012, “and that the work being performed by Powerwave’s subcontractors and suppliers were not covered by the Payment Bond ... the Carrier Consortium continued to accept the benefits of Intelect’s performance.” Id. ¶ 28. Moreover, as relevant to its promissory estoppel claim, Intelect alleges that “the Carrier Consortium represented to Inte-lect that work on the Project would resume in early Spring 2013, and requested that Intelect leave its equipment and materials on site, and to continue to maintain its labor force in place.” Id. ¶ 80. On January 28, 2013, Powerwave filed for bankruptcy in the United States Bankruptcy Court for the District of Delaware. See Chapter 11 Voluntary Petition, In re Powerwave Techs., Inc., . 0 (Bankr. D. Del. Jan. 28, 2013), ECF No. 1. Intelect filed a proof of claim in those bankruptcy proceedings seeking $1,013,017.00. See Defs.’ Mot. to Dismiss Ex. A, ECF No. 11 (attaching proof of claim). Separately, In-telect commenced this action in District of Columbia Superior Court against the Carrier Consortium. Intelect’s complaint seeks judgment in the amount of $1,013,016.83 on alternative theories of negligence, negligent misrepresentation, implied contract, unjust enrichment, constructive fraud, and as a third-party beneficiary to the various agreements between WMATA, Defendants, and Powerwave. See Am. Compl. at 15. Each of these counts are based on the Carrier Consortium’s alleged failure to ensure that the project was fully bonded or to advise Pow-erwave’s subcontractors that' they might not be paid by the payment bond should Powerwave default on its obligations. See id. ¶¶ 29-77. Intelect also brings a separate claim of promissory estoppel seeking $400,000 it allegedly incurred in continuing to employ its employees when the Carrier Consortium represented that the project would resume in spring 2013 and asked that Intelect maintain its labor force in place. Id. ¶¶ 80-81. Defendants removed the action to this Court on June 11, 2015, invoking diversity jurisdiction under 28 U.S.C. § 1332, and bankruptcy jurisdiction under 28 U.S.C. § 1334. See Notice of Removal at 6, ECF No. 1. Defendants have since filed a motion to transfer venue to the United States District Court for the District of Delaware, where Powerwave’s bankruptcy proceedings are ongoing, see Defs.’ Mot. to Transfer Venue, ECF No. 5, and a motion to dismiss Intelect’s Amended Complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim, see Defs.’ Mot. to Dismiss, ECF No. 11. III. ANALYSIS The Court will first consider Defendants’ motion to transfer venue. Finding that the convenience of the parties and witnesses and the interest of justice weigh against transferring this case, the Court will deny that motion. As a result, the Court proceeds to consider Defendants’ motion to dismiss and, as explained below, will grant the motion in part and dismiss Counts II and V of the Amended Complaint, but will otherwise deny the motion. A. Motion to Transfer Venue Defendants seek to transfer this case to the United States District Court for the District of Delaware. Changes of venue in civil actions are generally governed by 28 U.S.C. § 1404(a), which states 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 or division where it might have been brought or to any district or division to which all parties have consented.” 28 U.S.C. § 1404(a). A separate change of venue provision, 28 U.S.C. § 1412, applies when a party seeks to transfer a bankruptcy case or proceeding. Section 1412 provides that: “A district court may transfer a case or proceeding under title 11 to a district court for another district, in the interest of justice or for the convenience of the parties.” 28 U.S.C. § 1412. Defendants’ motion to transfer venue hollowly invokes 28 U.S.C. § 1412, and does little to justify the existence of bankruptcy jurisdiction. In their opening motion, Defendants argue in a footnote that this action “involves matters that are both ‘core’ and that ‘arise under’ title 11,” specifically referencing Count VII of Intelect’s original complaint. See Defs.’ Mot. to Transfer Venue at 2 n.3; Notice of Removal Ex. A, ¶¶ 78-84 (reproducing initial complaint, including Count VII). That Count alleged that Defendants had converted certain Intelect property Defendants “purported to purchase ... in a bankruptcy-court approved transaction, notwithstanding actual knowledge that such property was owned by Intelect.” Notice of Removal Ex. A, ¶ 81. Defendants contend that title to this property was transferred to them pursuant to an order of the Bankruptcy Court approving a settlement agreement between Powerwave and Defendants, and therefore argue that Count VII represents a direct challenge to the Settlement Approval Order. See Defs.’ Mot. to Transfer Venue at 2 n.2, 4; Notice of Removal at 8 (arguing that Count VII “ ‘arises under’ and ‘arises in’ Powerwave’s Bankruptcy Case” because that count “directly implicates — on the face of the Complaint — the Delaware Bankruptcy Court’s Settlement Approval Order”). Perhaps in an effort to counter that argument, Intelect amended its complaint to omit Count VII after Defendants filed their motion to transfer venue, see generally Am. Compl., and now argues in a single, four-sentence paragraph in opposition to Defendants’ motion to transfer that the absence of Count VII from this case “moots the Motion to Transfer.” PL’s Opp’n to Defs.’ Mot. to Transfer Venue at 1, ECF No. 12. Intelect is plainly incorrect. It ignores the bulk of Defendants’ motion, which specifically discusses the remaining counts of the complaint and raises arguments for transferring this case on the basis of those other counts. See Defs.’ Mot. to Transfer Venue at 3-4; Defs.’ Reply Supp. Mot. to Transfer Venue at 1, ECF No. 16 (reiterating these points). Thus, to the extent that Intelect’s unsupported statement is intended to imply that the sole ground for invoking § 1412 in support of transferring this case was Count VII, the Court does not share that understanding. On the contrary, Defendants’ Notice of Removal explicitly contends that “Counts 1 through 6 ‘relate to’ the Powerwave Bankruptcy Case” because “[t]hose counts seek to hold Defendants liable for Powerwave’s debts” and seek to recover the same amount that Intelect seeks on its proof of claim in the bankruptcy proceeding. Notice of Removal at 7-8. Nevertheless, with Count VII of the original complaint no longer a part of this case, the application of § 1412 depends upon a finding that Counts I through VI of the Amended Complaint “relate to” the Powerwave bankruptcy proceedings. Briefly stated, the Court has considerable doubt that they are. While the D.C. Circuit has not yet discussed the contours of “related to” bankruptcy jurisdiction, the Supreme Court has generally agreed with the test expressed by the Third Circuit in Pacor; Inc. v. Higgins, 743 F.2d 984 (1984), despite noting some minor differences among circuits. See Celotex Corp. v. Edwards, 514 U.S. 300, 308 & n. 6, 115 S.Ct. 1493, 131 L.Ed.2d 403 (1995); see also 1 Collier on Bankruptcy ¶ 3.01[3][e][ii], at 3-16 (16th ed. 2015) (“Almost every other court considering the issue, including the United States Supreme Court, has agreed in principle with Pacor’s statement of the law” (footnotes omitted)). As described in Pacor, “[t]he usual articulation of the test for determining whether a civil proceeding is related to bankruptcy is whether the outcome of that proceeding could conceivably have any effect on the estate being administered in bankruptcy-” Celotex Corp., 514 U.S. at 308 n. 6, 115 S.Ct. 1493 (quoting Pacor, 743 F.2d at 994); see Abbey v. Modem Africa One, LLG, 305 B.R. 594, 601 (D.D.C.2004) (applying the Pacor test). This includes proceedings among third parties — and not including the debtor — so long as the “outcome could alter the debt- or’s rights, liabilities, options, or freedom of action (either positively or negatively).” Celotex Corp., 514 U.S. at 308 n. 6, 115 S.Ct. 1493 (quoting Pacor, 743 F.2d at 994); see also 1 Collier on Bankruptcy ¶ 3.01[3][e][ii][B] (providing examples -of cases between third parties that are “related to” bankruptcy proceedings). In the circumstances of this case, the question is a close one. On the one hand, it is somewhat difficult to conclude that this action is “related to” the Powerwave bankruptcy action. Powerwave is not a party to this action, and no monetary recovery is being sought from directly from Powerwave. See Abbey, 305 B.R. at 602-03 (declining to transfer case, and concluding that the bankruptcy court would lack jurisdiction, in part because no monetary award was being sought from the debtor). Although Intelect seeks to recover a sum identical to the amount it seeks through its proof of claim in the bankruptcy proceeding, it has brought separate claims based on Defendants’ own actions and liability, which are independent, from the breach of contract claims it asserts against Powerwave. Cf. DeLuca v. McKenna (In re Remington Dev. Grp., Inc.), 180 B.R. 365, 370 (Bankr.D.R.1.1995) (finding that the bankruptcy court lacked jurisdiction over a claim that the creditor had initiated against a third-party because the “successful third-party claim would only establish [the third partyj’s liability to [the creditor]” and “would create no rights or liabilities on the debtor’s account). Even if Defendants might seek to offset any recovery Intelect obtains in this case with recovery obtained upon Inteleet’s proof of claim in the bankruptcy proceeding, it is not clear that any recovery here will directly affect that proceeding or the bankruptcy court’s consideration of Intelect’s proof of claim or Powerwave’s own liability. Cf. Cenith Partners, LP v. Hambrecht & Quist, Inc. (In re VideOcart, Inc.), 165 B.R. 740, 744 (Bankr.D.Mass.1994) (remanding case between third-parties removed on the basis of bankruptcy jurisdiction because, despite the “appearance of the plaintiff as a creditor in the Debtor’s schedules,” recovery by the plaintiff “will not directly affect the Debtor’s bankruptcy estate” and the fact that defendants “might have contribution claims against the Debtor in the future if the plaintiff is successful” was “too tenuous and speculative an event ... to confer ‘related to’ jurisdiction”). But see Bankest v. United Beverage Fla., Inc. (In re United Container LLC), 284 B.R. 162, 169-71 (Bankr.S.D.Fla.2002) (disagreeing with In re VideOcart and other cases, and finding that related to jurisdiction existed “albeit barely” where defendants claimed they had both contractual and state and federal legal bases for indemnity by the Debtor and where both parties had filed proofs of claim in the Debtor’s bankruptcy case). On the other hand, Defendants’ Notice of Removal posits that resolution of Counts I through VI will have a “conceivable effect” on the Powerwave bankruptcy case because “any award of damages would relieve Powerwave of its obligation to satisfy these amounts” and therefore “impact Powerwave’s liability to Intelect.” Notice of Removal at 8; cf. HHl, LLC v. Lo’r Decks at Calico Jacks, LLC, Adv. Case No. 10-02004, 2010 WL 1009235, at *2 (Bankr.M.D.N.C. Mar. 18, 2010) (concluding that “related to” jurisdiction existed where a plaintiff might recover from a guarantor of the debtor’s debt which “would reduce or eliminate the plaintiffs claim in the bankruptcy case and result in a substitution of the guarantors as the claimants against the Debtor” despite the existence of “additional issues related to whether the guarantors are liable even if there is a showing of liability on the part of the Debtor”). And Pacor itself stands for the proposition that “[a]n action is related to bankruptcy if the outcome could alter the debtor’s rights, [or] liabilities, ... (either positively or negatively)” even if the claims are not brought against the debtor or the debtor’s property. 743 F.3d at 994 (emphasis added); accord Celotex Corp., 514 U.S. at 308 n. 6, 115 S.Ct. 1493 (quoting same). The Court is inclined to think that Inte-lect’s claims in this case do not' “relate to” the Powerwave bankruptcy proceeding in the legal sense. Intelect does not claim that Defendants are guarantors of Power-wave’s obligations to Intelect. And Inte-lect’s claims here arise out of Defendants’ own actions, so it is therefore unlikely that the Court will have to meaningfully consider Powerwave’s liability to resolve Inte-lect’s claims against the Carrier Consortium. If the Court is not being asked to determine Powerwave’s liability, then it is not immediately clear that a successful recovery against the Defendants here would lessen or eliminate Powerwave’s liability under the proof of claim. If anything, Defendants’ factual proposition may only follow in the opposite direction: because Intelect is seeking recovery on Counts I through VI of a sum identical to the amount it alleges remain due from Power-wave, if Intelect were to recover from Powerwave to some degree on its proof of claim, that might eliminate some or all of the recovery Intelect seeks from Defendants in this action. In any event, the Court declines to definitively resolve the question. As several courts have noted, § 1412 and § 1404(a) demand essentially the same inquiry. See 15 Charles Alan Wright, Arthur R. Miller & Edward D. Cooper, Federal Practice & Procedure § 3843, at 45-46 (4th ed. 2013) (explaining that “although bankruptcy matters are governed by their own transfer statute, 28 U.S.C.A. § 1412, courts have held that this provision requires essentially the same analysis and turns on the same issues as the transfer of civil actions under Section 1404(a)”); accord, e.g., New Eng. Wood Pellet, LLC v. New Eng. Pellet, LLC, 419 B.R. 133, 148 (D.N.H.2009); City of Liberal, Kan. v. Trailmobile Corp., 316 B.R. 358, 362 (D.Kan.2004). “The only substantial difference between the statutes is the additional requirement under § 1404(a) that an action may be transferred to any place where venue could have been valid originally.” City of Liberal, 316 B.R. at 362. Consequently, the Court will consider Defendants’ motion to transfer venue under § 1404(a) but notes that its conclusion would remain the same if § 1412 applies. 1. Legal Standard “For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought ....” 28 U.S.C. § 1404(a). Section 1404(a) vests “discretion in the district court to adjudicate motions to transfer according to an ‘individualized, case-by-case consideration of convenience and fairness.’ ” Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988) (quoting Van Dusen v. Barrack, 376 U.S. 612, 622, 84 S.Ct. 805,11 L.Ed.2d 945 (1964)). The moving party bears the burden of establishing that transfer under § 1404(a) is proper. Montgomery v. STG Int’l, Inc., 532 F.Supp.2d 29, 32 (D.D.C.2008). Accordingly, the defendant must make two showings to justify transfer. First, the defendant must establish that the plaintiff originally could have brought the action in the proposed transferee district. Van Dusen, 376 U.S. at 616, 84 S.Ct. 805. Second, the defendant must demonstrate that considerations of convenience and the interest of justice weigh in favor of transfer to that district. Trout Unlimited v. Dep’t of Agric., 944 F.Supp. 13, 16 (D.D.C.1996). In evaluating a motion to transfer, a court may weigh several private- and public-interest factors. Sheffer v. Novartis Pharm. Corp., 873 F.Supp.2d 371, 375 (D.D.C.2012) (citing Trout Unlimited, 944 F.Supp. at 16). The private-interest considerations include: (1) the plaintiffs choice of forum; (2) the defendant’s preferred forum; (3) the location where the claim arose; (4) the convenience of the parties; (5) the convenience of the witnesses; and (6) ease of access to sources of proof. Id.; Montgomery, 532 F.Supp.2d at 32. “Public interest considerations include: (1) the transferee’s familiarity with the governing law; (2) the relative congestion of the courts of the transferor and potential transferee; and (3) the local interest in deciding local controversies at home.” Onyeneho v. Allstate Ins. Co., 466 F.Supp.2d 1, 3 (D.D.C.2006); see also Airport Working Grp. of Orange Cnty., Inc. v. U.S. Dep’t of Def., 226 F.Supp.2d 227, 229 (D.D.C.2002). “If the balance of private and public interests favor a transfer of venue, then a court may order a transfer.” Sheffer, 873 F.Supp.2d at 375 (citing Montgomery, 532 F.Supp.2d at 32). 2. Application Because Defendants focus on § 1412 and assume the existence of bankruptcy jurisdiction, they do not directly address the first showing under § 1404(a): whether the plaintiff originally could have brought the action in the proposed transferee district. Van Dusen, 376 U.S. at 616, 84 S.Ct. 805. That showing appears to be satisfied here, even if there is no “related to” bankruptcy jurisdiction over this action under 28 U.S.C. § 1334(b). “To transfer a case, the transferor court must find that the intended transferee court has personal jurisdiction and is an appropriate venue.” Virts v. Prudential Life Ins. Co., 950 F.Supp.2d 101, 104 (D.D.C.2013) (citing Relf v. Gasch, 511 F.2d 804, 807 (D.C.Cir.1975)). As alleged in Intelect’s complaint, each of the Defendants are incorporated in Delaware, which would establish personal jurisdiction over the Defendants there. See Am. Compl. ¶¶ 4-8; Notice of Removal at 6 (citing the complaint); Daimler AG v. Bauman, — u.S. -, 134 S.Ct. 746, 760,187 L.Ed.2d 624 (2014). Because all of the defendants are citizens of Delaware, venue would also be proper there. A civil action may be brought in “a judicial district in which any defendant resides, if all defendants are residents of the State in which the district is located.” 28 U.S.C. § 1391(b)(1). Accordingly, Intelect could have originally brought this action in the District of Delaware. Despite clearing this first hurdle, the Court nevertheless concludes that neither the public nor the private considerations indicate that transferring this case would further the convenience of the parties and the witnesses or the interest of justice. Considering the private interests, Defendants posit that because the parties have all “actively participated in the Powerwave Bankruptcy case,” and because Intelect “is headquartered in Baltimore,” Delaware would be “nearly equally convenient for Plaintiff as is Washington, D.C.” Defs.’ Mot. to Transfer Venue at 5. Even if Delaware Would be equally convenient, however, “a plaintiffs choice of forum is ordinarily ‘a paramount consideration’ that is entitled to ‘great deference’ in the transfer inquiry.” F.T.C. v. Cephalon, Inc., 551 F.Supp.2d 21, 26 (D.D.C.2008) (quoting Thayer/Patricof Educ. Funding L.L.C. v. Pryor Res., 196 F.Supp.2d 21, 31 (D.D.C.2002)). While “[djeference to the plaintiffs chosen forum is minimized ... where that forum has no meaningful connection to the controversy,” United States v. H&R Block, Inc., 789 F.Supp.2d 74, 79 (D.D.C.2011), Intelect’s claims are related to the Defendants’ contract with WMATA, which is headquartered in D.C., providing the District of Columbia with a strong connection to this controversy. In addition, while Defendants’ transfer motion does not address the location where Intelect’s claims against the Carrier Consortium arose, they do not contend that those claims arose in Delaware. Defendants counter that this lawsuit presents “precisely the situation where Plaintiffs original choice of venue should be disturbed” because it “assert[s] claims that duplicate [the Plaintiffs] Proof of Claim.” Defs.’ Mot. to Transfer Venue at 4. But, as already explained, even though Intelect seeks to recover a value identical to the amount Powerwave owes to it, its claims are distinct and raise separate grounds for imposing liability on Defendants, not Powerwave. And if Defendants’ argument intends to invoke the “home court” presumption that many courts have applied when considering whether to transfer bankruptcy proceedings, the Court’s doubts that “related to” jurisdiction exists render that presumption largely inoperative here. See, e.g., Irwin v. Beloit Corp. (In re Hamischfeger Indus., Inc.), 246 B.R. 421, 439 (Bankr.N.D.Ala.2000) (explaining that “[a] majority of the courts that have considered whether change of venue is appropriate have created a presumption that the bankruptcy court in which the debtor’s case is pending, the home court, is the proper venue for adjudicating all proceedings in the case”). For similar reasons, the Court finds Defendants’ arguments that Powerwave “will be a central party in this action,” that it will be “most convenient for potential witnesses and the parties to adjudicate Plaintiffs disputes with both Powerwave and Defendants only once,” and that Power-wave “will be subject to third party discovery” all fail to weigh in favor of transfer. Defs.’ Mot. to Transfer Venue at 5. Powerwave is not a party to this dispute, nor does Intelect assert any claim against Powerwave. Although the Court cannot foreclose the possibility of third party discovery, presumably many of the contractual documents relevant ■ to Intelect’s claims against Defendants, specifically the Carrier Consortium-WMATA contract documents and the Carrier Consortium-Powerwave contract, are likely already in Defendants’ possession. And the Defendants do not explain exactly what witnesses or documents they will be unable to obtain if this case is not tried in Delaware, or where those witnesses or documents are actually located. Having failed to address these points, Defendants have likewise failed to carry their burden to show that either the convenience of the witnesses or the ease of access to sources of proof weigh in favor of transfer. Thus, the Court concludes that the private factors weigh against transfer. The public interests also do not weigh in favor of transfer. Defendants assert that they will “seek to have this matter referred to the Delaware Bankruptcy Court,” and that the “Delaware Bankruptcy Court has an interest in adjudicating” Counts I through VI. Id. at 1, 4. Yet, again, the Court emphasizes that Intelect’s claims cover distinct theories of liability against Defendants, not Powerwave. Given the Court’s skepticism that the remaining counts even “relate to” the Powerwave bankruptcy proceedings in the legal sense, it is doubtful that judicial economy will be served through a transfer or that transferring this case will “reduce duplicative discovery and avoid the risk of inconsistent judgments.” Id. at 3. “Related to” cases are non-core proceedings under 28 U.S.C. § 157(e), which means that, absent the consent of the parties, the bankruptcy court may only submit proposed findings of fact and conclusions of law. See 28 U.S.C. § 157(c); United States v. Inslaw, Inc., 932 F.2d 1467, 1473 (D.C.Cir.1991); Abbey, 305 B.R. at 601; Premium of Am., LLC v. Sanchez (In re Premium Escrow Servs., Inc.), 342 B.R. 390, 407 n. 20 (Bankr.D.D.C.2006). Moreover, Defendants do not claim that Count VII of the Amended Complaint, Intelect’s promissory estoppel claim — which does not involve Powerwave and is based on circumstances that arose only after Powerwave filed for bankruptcy — even “relates to” the Powerwave bankruptcy proceeding. It is likely that the Delaware bankruptcy court lacks jurisdiction to even consider that claim. At least portions of this case therefore will inevitably be adjudicated by a district court. Judicial economy would not be served by substituting the District of Delaware for this Court. See Abbey, 305 B.R. at 604 (declining to transfer in similar circumstances where several of plaintiffs’ claims “could well be viewed as non-core, and thus, even though the Bankruptcy Court in Virginia is familiar with this matter, a district court judge in the Eastern District would [end] up having to adjudicate this matter”). Of course, it is possible that any favorable recovery Intelect obtains from Defendants on Counts I through VI will be offset by Intelect’s recovery, if any, on the proof of claim it has submitted in the Powerwave bankruptcy proceedings. The damages issues in this case may overlap in that respect. But the Court does not believe that the factual and legal questions pertinent to the liability issues concerning Intelect’s distinct claims against the Carrier Consortium are likely to overlap considerably with the Powerwave bankruptcy proceedings. And Intelect’s promissory estoppel claim based on representations Defendants allegedly made directly to Intelect after Powerwave defaulted on its contract obligations to Intelect bears no relation to the bankruptcy proceedings. Finally, Defendants have not addressed the remaining two public interest considerations: the “transferee’s familiarity with the governing law” and “the relative congestion of the courts of the transferor and potential transferee.” Onyeneho, 466 F.Supp.2d at 3. In any event, the Court believes that both of these factors weigh against transfer here. As explained below, the parties argue that either Maryland or District of Columbia law applies to Inte-lect’s claims. In either event, the federal courts in Delaware will not be particularly familiar with the governing law. In addition, the federal courts in the District of Delaware are considerably more congested than those in this district. As of June 80, 2015, the District of Delaware faced more than double the number of pending cases per judge than the judges in this district face. See Administrative Office of the U.S. Courts, U.S. District Courts — Combined Civil and Criminal Federal Court Management Statistics 2, 14 (June 30, 2015), available at: http://www.uscourts.gov/ statistics/table/na/federal-court-management-statistics/2015/06/30-3 (noting that the District for the District of Columbia faced 218 pending eases per judgeship, while the District of Delaware faced 523). Thus, the relative congestion of the courts weighs strongly in favor of retaining this case in the District of Columbia. Absent a showing that the District of Delaware would prove more convenient to the parties or judicial economy would be substantially served by considering this case in tandem with the Powerwave bankruptcy proceedings, the Court believes that “[t]he deference owed to the plaintiffs’ choice of forum tips the scale against the transfer motion.” Sparshott v. Feld Entm’t, Inc., 89 F.Supp.2d 1, 4 (D.D.C. 2000) (declining to transfer a case to the “Eastern District of Virginia, where a pending bankruptcy proceeding involves many of the same issues and parties”). Defendants’ motion to transfer will be denied. B. Motion to Dismiss Defendants have also moved to dismiss all seven counts of Inteleet’s Amended Complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. As explained below, the Court agrees that Intelect has failed to state a claim for negligent misrepresentation (Count II), constructive fraud (Count VI), and — at least considering complaint’s current factual allegations — promissory estop-pel (Count VII). On the remaining counts, however, the Court concludes that Intelect has plausibly stated a claim and therefore will deny Defendants’ motion to dismiss as to Counts I, III, IV, and V. 1. Legal Standard The Federal Rules of Civil Procedure require that a complaint contain “a short and plain statement of the claim” in order to give the defendant fair notice of the claim and the grounds upon which it rests. Fed. R. Civ. P. 8(a)(2); accord Erickson v. Pardus, 551 U.S. 89, 93, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007) (per curiam). A motion to dismiss under Rule 12(b)(6) does not test a plaintiffs ultimate likelihood of success on the merits; rather, it tests whether a plaintiff has properly stated a claim. See Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974), abrogated on other grounds by Harlow v. Fitzgerald, 457 U.S. 800,102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). A court considering such a motion presumes that the complaint’s factual allegations are true and construes them liberally in the plaintiffs favor. See, e.g., United States v. Philip Morris, Inc., 116 F.Supp.2d 131, 135 (D.D.C.2000). Nevertheless, “[t]o survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 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)). This means that a plaintiffs 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, 550 U.S. at 555-56, 127 S.Ct. 1955 (citations omitted). “Threadbare recitals of the elements of a cause of action, supported by-mere conclusory statements,” are therefore insufficient to withstand a motion to dismiss. Iqbal, 556 U.S. at 678, 129 S.Ct. 1987. A court need not accept a plaintiffs legal conclusions as true, see id. nor must a court presume the veracity of the legal conclusions that are couched as factual allegations. See Twombly, 550 U.S. at 555, 127 S.Ct. 1955. 2. Choice of Law Analysis The Court must first identify the law that governs Intelect’s claims. The parties dispute what law applies to this action. Defendants urge that Maryland law should apply because Intelect is a corporate citizen of Maryland, because a portion of the project was performed in Maryland, and because, they claim, any injury Intelect suffered occurred in Maryland. See Defs.’ Mem. Supp. Mot. to Dismiss at 7 (“Defs.’ Mem. Supp.”), ECF No. 11; Defs.’ Reply Supp. Mot. to Dismiss at 3 (“Defs.’ Reply”), ECF No. 15. Intelect, by contrast, contends that District of Columbia law should apply because the location of the project at issue here — the Metrorail stations and tunnels — is primarily in the District and the parties’ relationship is therefore centered in the District of Columbia. See Pl.’s Mem. in Opp’n to Defs.’ Mot. to Dismiss at 3-5 (“Pl.’s Mem. Opp’n”), ECF No. 13. “A federal court sitting in diversity must apply the choice-of-law rules of the forum state — here, the District of Columbia.” In re APA Assessment Fee Litig., 766 F.3d 39, 51 (D.C.Cir.2014). The District of Columbia “employ[s] ‘a modified governmental interests analysis which seeks to identify the jurisdiction with the most significant relationship to the dispute.” Washkoviak v. Student Loan Mktg. Ass’n, 900 A.2d 168, 180 (D.C.2006). Under this approach, a court must first “determine whether a ‘true conflict’ exists — that is, whether more than one jurisdiction has a potential interest in having its law applied and, if so, whether the law of the competing jurisdictions is different.” GEICO v. Fetisoff, 958 F.2d 1137, 1141 (D.C.Cir.1992) (citing Eli Lilly & Co. v. Home Ins. Co., 764 F.2d 876, 882 (D.C.Cir.1985); Fowler v. A & A Co., 262 A.2d 344, 348 (D.C.1970)). If “there is no ‘true conflict’ ” among the purportedly interested jurisdictions, and where one of those jurisdictions is the District of Columbia, a court will “apply the law of the District of Columbia by default.” Id. (citing Fowler, 262 A.2d at 348; Restatement (Second) of Conflict of Laws § 186 cmt. c (Am. Law Inst. 1971)). But if a “true conflict” does exist, “the court must go on to determine which of the relevant jurisdictions has the ‘more substantial interest’ in having its law applied to the case under review.” Id. To make that determination, a court must consider the four significant relationship factors “enumerated in the Restatement (Second) of Conflict of Laws § 145” which include: (1) “the place where the injury occurred,” (2) “the place where the conduct causing the injury occurred,” (3) “the domicile, residence, nationality, place' of incorporation and place of business of the parties,” and (4) “the place where the relationship is centered.” District of Columbia v. Coleman, 667 A.2d 811, 816 (D.C.1995) (quoting Restatement (Second) of Conflict of Laws § 145). Here, the parties do not meaningfully engage with the first step of the analysis. By proceeding directly to analyzing which jurisdiction has the most significant reía-tionship over this dispute, the parties seem to assume that there is a true conflict among Maryland and District of Columbia law. That implicit assumption makes some sense, as Maryland would appear to have an interest in protecting its corporate citizen, Intelect, while the District of Columbia presumably has an interest in regulating the course of business transactions engaged in the forum and the agreements governing the projects taking place there. Cf. Washkoviak, 900 A.2d at 181 (finding that a conflict existed where “Wisconsin has a powerful interest in protecting its residents from fraud and misrepresentation, while the District of Columbia has an equally strong interest in ensuring that its corporate citizens refrain from fraudulent activities”); Hercules & Co. v. Shama Rest. Corp., 566 A.2d 31, 42 (D.C.1989) (concluding that “Virginia has a stronger interest than does the District in setting standards and expectations for architects in connection with a renovation project in Virginia”). But even if Maryland and the District of Columbia both have an interest in having their law applied to a case like this one, the parties do not discuss whether “the law of the competing jurisdictions is different.” GEICO, 958 F.2d at 1141. In fact, with one exception, the parties have not identified any substantive differences among Maryland and District of Columbia law with respect to the claims Intelect asserts. Moreover, because “[t]he common law of Maryland is ‘the source of the District’s common lav/ ” and is “ ‘an especially persuasive authority when the Dis-trict’s common law is silent,’ ” there is additional reason to think that the relevant law might not be all that different with respect to at least some of Intelect’s claims. Saylab v. Don Juan Rest., Inc., 332 F.Supp.2d 134, 142-43 (D.D.C.2004) (quoting Napoleon v. Heard, 455 A.2d 901, 903 (D.C.1983); see also D.C. Code § 45-401. If the law in each jurisdiction is the same, District of Columbia law would apply by default. GEICO, 958 F.2d at 1141 (finding no conflict where the law in Maryland, Virginia, and the District of Columbia “is the same with respect to the interpretation of insurance contracts — in all three, the plain meaning of the policy language controls, and any ambiguities are resolved in favor of the insured”). Regardless, upon consideration of the substantial relationship factors and the present record, the Court concludes that District of Columbia law applies. In their opening memorandum, Defendants only reference the first factor, the place of the injury, and generally assert that any injury Intelect suffered “would have occurred in Maryland, the state under which it is organized and authorized to conduct business.” Defs.’ Mem. Supp. at 7. In reply, Defendants go a bit further to argue that the injury underlying Intelect’s negligent misrepresentation claim occurred in Maryland, where Intelect “received the alleged misrepresentations.” Defs.’ Reply at 3. Plaintiff counters that its location “is sheer happenstance.” PL’s Mem. Opp’n at 3. District of Columbia courts agree that the place of injury in these types of cases is not particularly significant when weighing the jurisdictions’ relative connections to the case. See, e.g., Washkoviak, 900 A.2d at 181 (citing the Restatement (Second) of Conflict of Laws for the proposition that “the place of injury is less significant in the case of fraudulent misrepresentations”); Hercules & Co., 566 A.2d at 42 (noting that, while the plaintiff “alleges that it suffered pecuniary loss in its place of business,” in “cases of economic loss,” the “place of injury does not play as important a role for choice of law purposes as it does where personal injury is alleged” (citing Restatement (Second) of Conflict of Laws § 145 cmt. f)). And it is not entirely clear where the injury here predominately occurred. Particularly with respect to Inte-lect’s unjust enrichment and promissory estoppel claims, neither party identifies where along the Metrorail line — which stretches from the District of Columbia into Maryland and Virginia — Intelect performed its portion of the project and supplied labor and equipment that Defendants allegedly accepted to their benefit. In sum, the Court concludes that the place of the injury might support application of Maryland law, but finds this factor of limited importance here. Similarly, because Inte-lect is a citizen of Maryland, Am. Compl. ¶ 3, and none of the Defendants are alleged to be citizens of the District of Columbia, id. ¶¶4-9, the third factor, concerning the place of incorporation or business of the parties, also seems to counsel in favor of Maryland law. While neither party discusses the second Restatement factor, construing the reasonable factual inferences from Intelect’s complaint in its favor, Washkoviak, 900 A.2d at 183, the Court finds that the place where the conduct causing the injury occurred was likely the District of Columbia. Inte-lect’s claims are centered on actions Defendants took, or did not take, when contracting with WMATA and Powerwave. The Court presumes that those discussions and communications likely took place in the District. In the same vein, the fourth factor, the place where the relationship is centered, favors applying District of Columbia law. As Intelect points out, “the location of the project at issue, Metrorail stations and tunnels, is primarily in the District.” Pl.’s Mem. Opp’n at 3. Despite Defendants’ statement that “a portion of the project was performed in Maryland,” Defs.’ Reply at 3, that fact does not counsel in favor of the application of Maryland law, at least where neither party has identified whether Intelect’s particular work on the project took place in the District of Columbia or in Maryland. And, ultimately, Intelect alleges that the cascade of events resulting in its injury was caused when “WMATA only required the Carrier Consortium to obtain a nominal payment bond, relying on the Carrier Consortium to require its contractor to bond the Project in the full amount of the contract,” and when Defendants allegedly failed to follow through on that obligation. Am. Compl. ¶¶ 13, 20. That cascade began in, and thus the relationship between the parties here is likely centered in, the District of Columbia. That two factors favor application of Maryland law and two favor District Columbia law might alone counsel in favor of applying District of Columbia law as a tiebreaker. Washkoviak, 900 A.2d at 182; accord In re APA Assessment Fee Litig., 766 F.3d at 51, 55. In any event, the District of Columbia Court of Appeals has instructed that the “mere counting of contacts is not what is involved” when applying the Restatement factors. Washkoviak, 900 A.2d at 181 (quoting LeJeune v. Bliss-Salem, Inc., 85 F.3d 1069, 1072 (3d Cir.1996)). Rather “[t]he weight of a particular state’s contacts must be measured on a qualitative rather than quantitative scale.” Id. Because the thrust of Intelect’s claims focus on actions Defendants allegedly took, or failed to take, when contracting with WMATA and Powerwave, and when generally managing the WMATA project, as a qualitative matter the second and fourth factors should be provided greater weight here. Accordingly, the Court finds that District of Columbia law applies to this action. The Court does acknowledge that, given “the lack of evidence available in the record defining the connections between appellants’ claims and either jurisdiction,” it is somewhat “difficult to make any kind of qualitative judgment at all.” Id. at 182. The District of Columbia Court of Appeals instructs that “any uncertainty” with respect to choice of law questions at the motion to dismiss stage should be resolved in favor of the plaintiff and, furthermore, that if the court “cannot determine from the pleadings which jurisdiction has a greater interest in the controversy” the court “must apply the law of the forum state” — in this case the District of Columbia. Id. With this guidance in mind, this Court holds that “within the present context of a 12(b)(6) motion to dismiss,” and given the limited factual presentation so far provided by the parties, it is not clear that Maryland law should be applied rather than District of Columbia law. Id. at 183. In so concluding, however, the Court “leave[s] open the possibility that, after both parties have been afforded the opportunity to conduct discovery and present evidence,” it will ultimately be the case that Maryland, rather than the District of Columbia, has “a greater interest ... in the resolution of this controversy.” Id. 3. Count I: Negligence Intelect’s first claim is for negligence. To state a claim of negligence under District of Columbia law, “a plaintiff must allege ‘(1) a duty, owed by the defendant to the plaintiff, to conform to a certain standard of care; (2) a breach of this duty by the defendant; and (3) an injury to the plaintiff proximately caused by the defendant’s breach.’ ” Friends Christian High Sch. v. Geneva Fin. Consultants, 39 F.Supp.3d 58, 63 (D.D.C.2014) (quoting District of Columbia v. Fowler, 497 A.2d 456, 462 n. 13 (D.C.1985)). Whether a duty of care exists is a question of law “to be determined by the court as a necessary precondition to the viability of a cause of action for negligence,” and the court must “consider the relevant evidence and make a decision on the pleadings, on summary judgment, or, where necessary, after a hearing.” Hedgepeth v. Whitman Walker Clinic, 22 A.3d 789, 811 (D.C.2011). Here, Intelect alleges that “[e]ach of the members of the Carrier Consortium, in their capacities as obligees on the Pow-erwave Payment Bond, had a duty of care to those persons who supplied labor and materials to the Project to assure them of full and complete coverage, not just partial coverage for Phase I,” and that the Defendants “negligently breached their duty of due care to Intelect by their failure to assure full and complete coverage under the Payment Bond.” Am. Compl. ¶¶ 32, 34. Intelect contends that as a “direct and proximate result” of that breach, it “suffered a loss in the amount of $1,013,016.83 that would have been covered by the Powerwave Payment Bond had the bond covered the entire Project, not just Phase I.” Id. ¶ 35. Defendants’ motion focuses solely on the duty element, claiming that Intelect has failed to “identify and adequately plead a legal duty the Carriers owe to Intelect.” Defs.’ Mem. Supp. at 7. They cite the Second Restatement of Torts for the proposition that “[t]he fact that [an] actor realizes or should realize that action on his part is necessary for another’s aid or protection does not of itself impose upon him a duty to take such action.” Defs.’ Mem. Supp. at 8 (quoting Restatement (Second) of Torts § 314 (Am. Law Inst. 1965)). They claim that “a contract between third parties ... is insufficient to establish any duty the Carriers separately owe to Intelect.” Id. at 9-10. In response, Intelect contends that “having undertaken to obtain a bond, the Carriers had a duty to obtain an effective bond, not one that was the practical equivalent of no bond at all.” Pl.’s Mem. Opp’n at 5 (emphasis in original). And Intelect’s complaint seems to refer generally to a duty arising as a result of the Defendants’ “capacities as obligees on the Powerwave Payment Bond.” Am. Compl. ¶ 32. On the one hand, this allegation, and Intelect’s arguments in its opposition, could be read broadly as a claim that whenever a party requires a payment surety bond from another, that party undertakes a duty to ensure a bond that covers the entirety of the project. Yet, Intelect cites no cases — in the District of Columbia or otherwise— accepting such a far-reaching argument. Intelect does invoke several out-of-jurisdiction cases in which courts have held that plaintiffs could bring a negligence claim against a public entity for its failure to assure full bond coverage of a public project. But in each of those cases the court found that the public entity’s duty arose from a specific state or federal statute that required the governmental entity to verify or ensure the validity of a payment bond that was secured. See, e.g., Kammer Asphalt Paving Co. v. E. China Township Schs., 443 Mich. 176, 504 N.W.2d 635, 637, 640 (1993) (citing Mich. Comp. Laws § 129.201); Med. Clinic Bd. of City of Birmingham-Crestwood v. Smelley, 408 So.2d 1203, 1207 (Ala.1981) (citing Ala. Code § 39-1-1). Moreover, as Intelect acknowledges, the decisions are not uniform and depend on courts’ assessment of the language of the particular statute at issue. See Pl.’s Mem. Opp’n at 7 (citing O & G Indus., Inc. v. Town of New Milford, 229 Conn. 303, 640 A.2d 110, 307 (1994) (holding that, under the relevant Connecticut statute, the municipality owed “no duty to the plaintiff to require the general contractor to post a payment bond”)). These cases do not hint that a general duty to third-parties arises in any case in which a private party undertakes to obtain a bond. On the other hand, however, when read with reference to the other allegations made in the complaint, Intelect does plausibly allege a source of Defendants’ duty to obtain a payment surety bond that is specific to the circumstances of this case: the WMATA-Carrier Consortium contract. Intellect emphasizes the “public-private partnership” nature of the project, and alleges that “WMATA only required the Carrier Consortium to obtain a nominal bond, relying on the Carrier Consortium to require its contractor to bond the Project in the full amount of the contract.” Am. Compl. ¶ 13. Intelect claims that the “Carrier Consortium assumed the role of Owner” and that “Plaintiffs cause of action is grounded on the failure of the Carrier Consortium to provide full surety bond coverage, as required by the contract documents, to assure payment to those persons supplying labor and material to the Project.” Id. ¶ 2. Read with reference to these allegations, it is possible to read Intelect’s allegation that the Defendants “negligently breached their duty of due care to Intelect by their failure to assure full and complete coverage under the Payment Bond,” id. ¶ 34, as encompassing a duty that arose as a result of the WMATA-Carrier Consortium contract, see Pl.’s Mem. Opp’n at 5 (“[Hjaving undertaken to obtain a bond, the Carriers had a duty to obtain an effective bond, not one that was the practical equivalent of no bond at all.” (emphasis in original)). As Intelect points out, the Restatement explains that there are exceptions to the general principle that an actor has no duty to affirmatively act to protect another. See PL’s Mem. Opp’n at 7; see also Restatement (Second) of Torts § 314 cmt. a (“[A]n actor may have committed himself to the performance of an undertaking, gratuitously or under contract, and so may have assumed a duty of reasonable care of the other, or even a third person.” (emphasis added)). The District of Columbia Court of Appeals, too, has “acknowledged that a legal duty arises when a party undertakes to ‘render[ ] services to another which he should recognize as necessary for the protection of a third person or his things ...’” Presley v. Commercial Moving & Rigging Inc., 25 A.3d 873, 888-89 (D.C.2011) (quoting Haynesworth v. D.H. Stevens Co., 645 A.2d 1095, 1097 (D.C. 1994)). That "court has “looked to § 324A” of the Second Restatement of Torts when “determining whether a party who performs services under a contract for one party assumes a duty to an unrelated third party.” Id. at 889. In Presley, for example, the court considered a plaintiffs tort claim arising out of injuries he sustained after falling twenty feet from a cooling tower assembly on a State Department construction project. See id. at 880. One of the defendants, CRSS Constructors, Inc., had contracted with the General Services Administration (“GSA”) to serve as the contract compli-anee consultant for that construction project. Id. at 878. Among other things, CRSS’s contract with the GSA required it “to anticipate problems and immediately act to preclude or mitigate any negative effects on the construction projeet(s),” and to “employ inspectors who were responsible for scheduling, coordinating, and performing the actual specialized field work .... ” Id. (internal quotation mark omitted). That contract was essential to the court’s understanding of CRSS’s duty. The court explained that, “[tjhough [the plaintiffs] claim is premised upon a tort theory,” the relevant contract “nevertheless remains central to our analysis of duty, as it defines the scope of the undertaking and the services rendered by CRSS.” Id. at 889. “[F]inding a common law duty depended] primarily on whether CRSS should have recognized that its undertakings pursuant to the [ ] contract were necessary for the protection of Presley.” Id. Thus, “[b]y examining the scope of CRSS’[s] undertaking and services pursuant to the [ ] contract, we can then determine whether CRSS assumed a duty to exercise reasonable care in carrying out its contractual obligations that extended to workers such as Presley on the site.” Id. The District of Columbia Court of Appeals was ultimately unpersuaded in Presley that a duty arose “based upon the facts in [that] case,” but the court did note that “imposition of a duty may be appropriate in other cases, with different contractual arrangements.” Id. And that court has cited approvingly to cases in the D.C. Circuit finding a common law duty to third parties arising out of a contractual arrangement. See Haynesworth, 645 A.2d at 1097 (citing Long v. District of Columbia, 820 F.2d 409, 419 (1987)). In Long v. District of Columbia, for example, the D.C. Circuit concluded that the Potomac Electric Power Company had assumed a duty to third parties — namely, the traveling public— when it contracted to maintain the District’s traffic signals. 820 F.2d at 417; see also Caldwell v. Bechtel, Inc., 631 F.2d 989, 992, 997 (D.C.Cir.1980) (considering a contract between the defendant, Bechtel, and WMATA that required Bechtel to provide “safety engineering services” and concluding that “by assuming a contractual duty to WMATA, Bechtel placed itself in the position of assuming a duty to appellant in tort”). Here, at the motion to dismiss stage, the relevant contract documents are not before the Court. Intelect has alleged that WMA-TA relied upon Defendants to obtain a surety bond and required only a nominal bond from Defendants. Am. Compl. ¶ 13. The scope of that obligation, and the terms of those parties’ contract, “remains central” to the Court’s analysis of whether Defendants owed any duty to Intelect in tort, as a subcontractor for whom the payment bond would ostensibly benefit. See Presley, 25 A.3d at 889. To be sure, there is some imprecision in Intelect’s allegations which raises some question about whether Defendants truly took on a duty as a result of their contract with the WMATA. For example, Intelect refers only generally to the “contract documents” as requiring “the Carrier Consortium to provide full surety bond coverage ... to assure payment to those persons supplying labor and material to the Project.” Am. Compl. ¶ 2. In addition, Intelect merely states that WMATA was “relying on the Carrier Consortium to require its contractor to bond the Project in the full amount of the contract,” and does not explicitly allege whether that condition was contained in the parties’ contract. Id. ¶ 13 (emphasis added). Nevertheless, given Intelect’s factual allegations about the relationship between WMATA and Defendants — and the agreement among those parties about Defendants’ obligation to obtain a payment surety bond in the full amount of the contract price — the Court concludes that Intelect has plausibly alleged a duty that could provide recovery in tort. The Court thereby will deny Defendants’ motion to dismiss with respect to Count I, but declines to definitively determine at this time whether Defendants owe a duty to Intelect. Accord Jefferson v. Collins, 905 F.Supp.2d 269 (D.D.C.2012) (citing Presley and noting that the renovation contract relevant to the defendants’ putative duties to the plaintiffs was “not yet before the Court for its review” given “the preliminary stage of this litigation,” and explaining that “it would be premature for the Court to rule on whether the Renovator Defendants owed a legal duty to the plaintiffs on this ground”); cf. Himmelstein v. Comcast of the Dist., L.L.C., 908 F.Supp.2d 49, 57 (D.D.C.2012) (“Finding the question of duty similarly unresolved here, the Court will permit Plaintiffs claims to proceed at this stage of the litigation, pending further briefing by the parties after some discovery.”). The Court notes that a separate doctrine, the economic loss rule, may or may not pose a problem for Intelect. Defendants invoke the rule in passing and in a single sentence of their memorandum, but do not further develop the argument. See Defs.’ Mem. Supp. at 8-9. “Generally, under the economic loss rule, a plaintiff who suffers only pecuniary injury as a result of the conduct of another cannot recover those loses in tort.” Aguilar v. RP MRP Wash. Harbour, LLC, 9