Full opinion text
OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTIONS TO STRIKE AND DISMISS, AND SCHEDULING CASE MANAGEMENT CONFERENCE DAVID M. LAWSON, District Judge. The plaintiffs, all foreign nationals, have filed a complaint against a variety of defendants alleging that they were fraudulently induced into investing in rental properties in the City of Detroit with false promises that the homes were refurbished, approved under a federal housing program standard, already tenanted, and would yield a specific rate of return each year. Presently before the Court are motions by four groups of defendants to dismiss and to strike certain irrelevant and inflammatory allegations from the complaint. For reasons discussed in detail below, the motions to dismiss will be granted in part and denied in part. The motions to strike will be granted. I. According to the complaint, the plaintiffs are citizens of the United Kingdom, the Republic of Yemen, or Australia. The institutional defendants — Metro Property Group, LLC, Metro Property Management, LLC, Apex Equities, LLC and Global Power Equities, LLC — are all Michigan limited liability companies with their primary place of business in Dearborn, Michigan. The individual defendants are all Michigan citizens. The plaintiffs allege that the institutional defendants are the single largest purchasers of foreclosed Detroit homes. Defendant Sameer Beydoun is a Dear-born resident and the chief executive officer of Metro Property Group, LLC, Metro Property Management, LLC, Global Power Equities, LLC, and Apex Equities, LLC. The plaintiffs allege that defendant Ali Beydoun is a Dearborn resident and also the chief operating officer and executive director of Metro Property Group, LLC. Defendant Mike Alaweih is the vice president of construction services for Metro Property Group, LLC and a member of Apex Equities, LLC. Defendant David Makki is the vice president of real estate services for Metro Property Group and a Dearborn resident. Defendant Chris Picc-iurro was the chief financial officer of Metro Property Group, LLC, and a resident of Harrison Township. Defendant Kathy Messics is the client care director of Metro Property Group and a resident of West-land. Defendant George Vanderburg was the director of tenant relations of defendant Metro Property Group and a Fern-dale resident. Defendant Tarek Mahmoud Baydoun is an attorney and was the general counsel for defendants Metro Property Group, LLC, Metro Property Management, LLC, Global Power Equities, LLC, and Apex Equities, LLC, and was “of counsel” to defendant Allen Brothers, Attorneys and Counselors, Professional Liability Company. Baydoun is also a political pollster and is often featured on Fox 2 News television. Defendant Baydoun Law Group, PLLC is a Michigan limited liability company that does business under the assumed name of the Meridian Law Group. Defendant Allen Brothers Attorneys and Counselors Professional Liability Company (PLLC) is a limited liability company with an office in Detroit; defendants James and John Allen were members of the firm. As mentioned abové, four groups of these defendants have filed motions to dismiss and strike certain allegations. One group consists of Metro Property Group, LLC, Metro Property Management, LLC, Apex Equities, LLC, and Global Power Equities, LLC (the Metro Property defendants). The next group consists of Ali Beydoun, Sameer Beydoun, David Makki, Mike Alaweih, and Kathy Messics (the Beydoun defendants). The third group is Tarek Mahmoud Baydoun and Baydoun Law Group, PLLC (the Baydoun Law defendants). Finally, the fourth group is comprised of John Allen, James Allen and Allen Brothers, PLLC (the Allen defendants). All four groups raise common arguments, plus additional arguments specific to each group of defendants. The complaint itself is a prolix document consisting of 371 paragraphs separated into thirteen counts, spanning 116 pages. It makes reference to dozens of exhibits, but none are attached to the complaint on file with the Court. The plaintiffs allege generally that the defendants engaged in a scheme that defrauded the plaintiffs of their retirement funds and pensions; they characterize the scheme as a Ponzi scheme, although the means of the fraud alleged suggest that the characterization is inaccurate. The plaintiffs contend that the defendants have purchased thousands of foreclosed homes in Detroit for prices ranging from $500 to $5,000 and make profits by defrauding investors, including the plaintiffs, into buying those homes for prices ranging from $40,000 to $50,000. The plaintiffs allege that the defendants knew that the homes, even if refurbished, are nearly unrentable; those that are rented cannot cover the costs of repairs. The plaintiffs allege that the defendants did not refurbish the homes or make any attempt to bring them up to building code requirements for a certificate of occupancy or to the requirements for habitability under federal housing programs. The plaintiffs accuse defendant Mike Alaweih, the construction project manager for the LLC defendants, of deliberately failing to refurbish their homes, leading to thousands of dollars of fines and repair costs. And they contend that even if refurbished, the homes generally were not tenanted. The plaintiffs believe that part of* the defendants’ scheme is to market the homes to third parties — primarily foreign investors — that are unable or unlikely to view the properties prior to purchase. They say that on the few occasions that foreign investors visit Detroit, the defendants show the investors, including the plaintiffs, properties that have been refurbished, but are staged fraud. The defendants have, on occasion, sent the plaintiffs photographs of the insides of homes that the plaintiffs allegedly purchased, but the plaintiffs say the photos are fraudulent: they are not of the same homes; or promised repairs were never made. The defendants marketed homes to overseas buyers, including the plaintiffs, as refurbished, already tenanted, and up to federal housing standards. But the plaintiffs allege that the defendants falsely guaranteed verbally and in -writing that the homes were “turnkey properties,” told prospective buyers that the homes provide immediate cash flow, described the tenants to prospective buyers, and provided potential buyers, including the plaintiffs, with the renters’ financial information and financial status. The plaintiffs say that all of that information was false. After selling the • properties to the plaintiffs, the defendants were to manage, repair, and prosecute evictions for the properties. But, the plaintiffs allege, the repairs were never done, fraudulent evictions of non-existent, fictional tenants were conducted, and the defendants billed the plaintiffs for fraudulent management and evictions of non-existent tenants. The defendants allegedly also charged the plaintiffs hundreds of thousands of dollars for repairs that should have been done before the sale, since the homes were marketed as habitable. One of the plaintiffs says that when he challenged some of the defendants, Tarek Baydoun, another defendant, threatened the plaintiff with criminal proceedings, citing his experience as a Wayne County Prosecutor’s office intern. The plaintiffs allege that defendant Tarek Baydoun fraudulently engaged in the pretense of evicting the non-existing tenant from the property. Baydoun also supposedly evicted the paying tenant as a trespasser in order to conceal the fact that the actual tenants were paying much lower rents than were represented in the fraudulent leases. The plaintiffs allege that defendant Tarek Baydoun also knowingly participated in marketing and selling the fraudulent scheme and appears on video at a marketing session. The plaintiffs contend that the scheme worked initially because the defendants typically paid the home buyers, including the plaintiffs, higher rent for several months, even though there was no tenant or a different tenant than the person named on the fraudulent lease. After several months, the defendants allegedly told the homeowners, including the plaintiffs, that the tenant stopped paying rent and had to be evicted or that the tenant moved out and no rent is forthcoming. In most cases, the defendants never sought a new tenant and the property became worthless, according to the investor-plaintiffs. Defendants Sameer Beydoun, Ali Beydoun, David Makki, and Kathy Messics are accused of supplying fraudulent, forged lease documents for non-existent tenants to prospective buyers and current homeowners to whom they sold the homes and now manage. Defendants Sammer Beydoun, Kathy Messics, and George Vanderburg supposedly forged the fraudulent lease documents. The plaintiffs say that defendants Sameer Beydoun, Ali Beydoun, David Makki, and Kathy Messics lied about tenants and the conditions of properties. And the role of defendant Chris Picciurro was to supply false information routinely about rental payments and amounts. The plaintiffs contend that when they looked into the matter, they often discovered that the homes were in severe disrepair, never had a tenant, or had a tenant that was paying less rent than what the defendants represented and was different than the individual named on the lease. The plaintiffs allege that the defendants represented to them that the homes were “Section 8 approved,” see 42 U.S.C. § 1437f; 24 C.F.R. §§ 811.101-888.115, but in almost all cases, a Section 8 audit was never done for the home and a Section 8 contract was never entered into because the homes would not pass a Section 8 audit. In some cases, they say, after the plaintiffs demanded to see the Section 8 audit or contract, a Section 8 audit or contract was post-dated and apparently fraudulent. In other cases, the plaintiffs were fined thousands of dollars for failing Section 8 requirements, including a $5,761.80 fine levied against plaintiffs Kathryn Llewellyn-Jones and Mark Llewellyn-Jones. The plaintiffs purchased homes from defendants Sameer Beydoun, Ali Beydoun, David Makki, and Mike Alaweih, doing business as defendants Metro Property Group, LLC, Metro Property Management, LLC, Apex Global Properties, LLC, and Global Power Equities, LLC. The plaintiffs accuse defendants Tarek Bay-doun, Chris Picciurro, Kathy Messics, and George Vanderburg of conspiring with the Metro Property defendants in the fraudulent home sales, management, legal work, and evictions to carry out the fraudulent scheme. The plaintiffs allege that defendants Sameer Beydoun, Ali Beydoun, David Makki, and Mike Alaweih induced the defendants into purchasing the homes with verbal and written promises and guarantees that the homes were entirely habitable, completely refurbished, turnkey properties that met Section 8 requirements for federal government housing when, in almost all cases, the homes were in disrepair, not refurbished, barely habitable or completely uninhabitable, not up to the minimum requirements for Section 8 housing, and not subject to Section 8 audits. The complaint states that in several cases, the defendants further defrauded the plaintiffs by informing them that the homes were occupied by tenants that were paying a specific amount of rent, showing plaintiffs fraudulent leases for fictional tenants paying a fictional amount of rent. The plaintiffs contend that the leases were forged and the tenants on the leases did not exist. They say that the signature of defendant Sameer Beydoun appears on the fraudulent leases and defendant George Vanderburg’s signature appears on several forged documents. The plaintiffs allege that when they discovered the fraudulent scheme, the defendants continued to lie to them. Plaintiff Kathryn Llewellyn-Jones discovered that the defendants were advertising lower rents in an online listing for several of the properties that she purchased. When she questioned defendants Ali Beydoun and Kathy Messics about those listings, the defendants told her that the listings were incorrect. The plaintiffs allege that Tarek Bay-doun, who served as general counsel for the Metro Property defendants, participated and conspired with the other defendants, and billed several plaintiffs for fraudulent evictions of non-existent tenants from plaintiffs’ properties and evictions of non-existent trespassers in order to conceal the fraudulent scheme. They also allege that Tarek Baydoun threatened the plaintiffs with criminal prosecution when they asked questions about the fake evictions and fraud. The plaintiffs also allege that James Allen sent threatening messages to the plaintiffs. They also allege that James Allen, John Allen, and Allen Brothers attempted to conceal Bay-doun’s relationship with them by removing his name from the Allen Brothers’ website on- October 1, 2012, when Tarek Baydoun and the Baydoun Law Group actually remained within the Allen Brothers law office, maintained an “of counsel” relationship with the Allen Brothers, and Tarek Baydoun continued to write in the Arab American News on behalf of the Allen Brothers. The allegations that offend many of the defendants, and are the subject of the motions to strike, are claims that Tarek Baydoun openly has praised and defended Hezbollah, which the plaintiffs note has been named a “Specially Designated Global Terrorist Entity” by the United States Department of Treasury; and that Tarek Baydoun is a former employee of Al-Ma-barrat Charitable Organization, a Dear-born, Michigan charity that is the United States affiliate of the Lebanon-based Hezbollah charity, Al-Mabarrat, when the charity was raided by the FBI for allegedly sending money to Hezbollah. The plaintiffs state in their complaint that on Facebook, Tarek Baydoun repeatedly promoted the Lebanon-based Hezbollah charity, Al-Mabarrat, and he asked his Face-book friends and followers to donate to the charity for his twenty-fifth birthday. The plaintiffs also say that defendants Tarek Baydoun, Sameer Beydoun, Ali Beydoun, David Makki, and Mike Alaweih are all from families that are well known as prominent supporters and members of Hezbollah; and that defendants Sameer Beydoun, Ali Beydoun, David Makki, and Mike Alaweih hired Tarek Baydoun as their attorney because they knew he openly supported Hezbollah. The plaintiffs fear that the money from which they have been defrauded has been laundered to Hezbollah. The plaintiffs allege that the defendants marketed a home located at 16527 Griggs Street in Detroit to plaintiffs Kathryn Llewellyn-Jones and Mark Llewellyn-Jones, using a document entitled property information. The document stated that the home is “[c]urrently rented to a pre-screened, up-to-date tenant for $900 per month” and guaranteed the buyer of the home, “[gjross yearly income [of] $10,800,” “[n]et annual rent [of] $7,820,” and “[n]et [y]ield = 17.4%.” Compl. ¶ 66. The document also noted eight significant repairs to the home that the defendants allegedly made. The defendants informed the plaintiffs that the property was occupied by a tenant that signed a lease for $900; but, it is alleged, this lease turned out to be fraudulent and forged. The defendants also informed plaintiffs Kathryn and Mark Llewellyn-Jones that the property was Section-8-approved and that the tenant lived there pursuant to Section 8 approval. These plaintiffs purchased the property from defendant Global Power Equities, LLC on June 15, 2011 for $42,500, they say, based on these documents and representations. The plaintiffs also signed a “Management Agreement” with defendant Metro Property Management, LLC and defendant Sameer Beydoun. But in August 2011, plaintiff Kathryn Llewellyn-Jones discovered a rental list belonging to defendant Metro Property Group, which advertised the property as available for rent at $800 even though the defendants informed the plaintiffs Kathryn and Mark Llewellyn-Jones that the property was already rented at $900. The plaintiffs soon learned that the lease they had been told about was fictional, fraudulent, and forged and there was, in fact, no tenant renting or living at the property. Plaintiff Kathryn Llewellyn-Jones alleges that she immediately contacted defendant Ali Beydoun to inquire about the discrepancy and was told that the list belonged to another agent over whom he had no control. The plaintiffs later learned that the defendants created and posted the rental. Defendant Ali Beydoun allegedly told Llewellyn-Jones that he did not know why the properties were advertised at the lower rents, but that he had the signed lease in front of him for the property located at 16527 Griggs Street for a rental rate of $900 per month and that the tenant had moved in on May 1, 2011. After Ali Beydoun sent this response to Llewellyn-Jones, defendant Kathy Messics, the client care director of Metro Property Group, LLC, accidentally sent plaintiff Kathryn Llewellyn-Jones an email message addressed to Ali Beydoun telling him that the plaintiff had not been fooled by his false explanations of the rental listing and that they needed to make up a more credible fraudulent story to further cover up the ongoing scheme. Llewellyn-Jones alleges that the defendants repeatedly failed to present the lease to her despite her repeated requests. Messics finally sent a lease dated May 1, 2011 signed by defendant Sameer Beydoun and a tenant named Paula Sinclair with a monthly rental rate of $900. Defendant Messics also told Llewellyn-Jones that the tenant had paid a security deposit equivalent to one month’s rent. Plaintiffs Kathryn and Mark Llewellyn-Jones soon learned that the lease was fraudulent and forged: no tenant lived at the property and the defendants allegedly paid the plaintiffs $900 rent out of the funds that the plaintiffs paid for the home in the first place. In June 2012, Kathryn Llewellyn-Jones and Mark Llewellyn-Jones received a rental statement for May 2012, showing a payment of only $750 for the property, $150 below the rental rate on the lease for the property. When Kathryn Llewellyn-Jones inquired about the lower rent, the defendants informed her that the Section-8 allowance for the property dropped to $750, which the plaintiffs allege was false. The plaintiffs also requested a copy of the Housing Assistance Payments contract (HAP) from defendant David Makki, the vice president of real estate services for Metro Property Group, LLC. Makki sent the plaintiffs a partial HAP document and refused to provide the plaintiff with the full document. The portion of the lease that Makki sent recited a beginning date of November 28, 2011, much later than the lease the defendants sent the plaintiff for the property, which was May 1, 2011. Additionally, the portion of the lease that Makki sent the plaintiffs shows a rental rate of $750 per month, not $900 as specified on the original lease. In an email message, Makki told the plaintiffs that the tenant had been making a $150 per month contribution to the rent and had been told she was no longer allowed to do so or she would lose all of her Section-8 funding. Llewellyn-Jones alleges that this was a deliberate attempt to mislead her and stop her from discovering the scheme. Kathryn Llewellyn-Jones says that a third party she asked to investigate reported that the tenant stated that she had reserved the property in August 2011 and did not move in or begin paying rent until the end of November 2011. The tenant stated that the home was not habitable when she moved in, and the rent for the property had always been $750 per month and she had never contributed $150 or been ordered to stop paying a contribution per month toward the rent. The plaintiffs make similar allegations about several other homes that plaintiffs Kathryn and Mark Llewellyn-Jones purchased, including properties at 2938 Bur-lingame Street and 18257 Lauder Street in Detroit. Plaintiffs Caroline Jones purchased three homes, plaintiffs Peter and Lesley Green purchased a home at 19013 Indiana Street, Said Fadel purchased a home located at 14846 Washburn Street, and plaintiffs Warren Grover and Margaret Joyce Grover purchased homes located at 5290 Balfour, 18940 Sawyer, and 7666 Brace Streets, all in Detroit. They make similar allegations concerning false leases and representations about repairs, tenants, and rates of return. The plaintiffs advance thirteen counts in their complaint: fraudulent misrepresentation as to all defendants (count I); fraudulent inducement as to all defendants (count II); breach of contract as to all defendants (count III); unjust enrichment as to all defendants (count IV); “Alter Ego” (count V); “Corporate Officer Responsibility/Liability” (count VI); “Alter Ego” as to the attorney defendants (count VII); “Corporate Officer Responsibility/Liability” as to the attorney defendants (count VIII); common law conversion as to all defendants (count IX); statutory conversion as to all defendants (count X); violation of the Michigan Uniform Trade Practices Act and Consumer Protection Act as to all defendants (count XI); violation of the Racketeer Influenced and Corrupt Organization Act (RICO) as to all defendants (count XII); and intentional infliction of emotional distress as to all defendants (count XIII). All four groups of defendants argue that counts I, II, IX, X, XI and XII must be dismissed because they are barred by the economic loss doctrine. They also contend that the fraud claims must be dismissed because they are not pleaded with the particularity required by Federal Rule of Civil Procedure 9(b), and the fraud counts fail to state a claim. They state the same with respect to the conversion counts. The defendants all contend that the Michigan Uniform Trade Practices Act count must be dismissed because the case does not involve the sale of goods. The count under the Michigan Consumer Protection Act must be dismissed, say the defendants, because the case is brought by investors, not consumers. They contend that the RICO count is defective because the plaintiffs failed to plead the elements of an enterprise or continuity of operations. And the defendants all argue that the remaining counts fail to state claims. In addition, the Allen defendants contend that the complaint does not state any facts that would subject them to liability. II. The defendants also contend that paragraphs 59 through 62 of the complaint should be stricken because the allegations of the defendants’ involvement with Hezbollah have no relation to the claims, and are included to harass and embarrass the defendants. Those paragraphs allege that certain defendants support Hezbollah and openly attack Jewish people and that the defendants have laundered the plaintiffs’ money to support terrorist activities carried out by Hezbollah. Federal Rule of Civil Procedure 12(f) states that “[t]he court may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter.” Fed.R.Civ.P. 12(f). The word “scandalous” in Rule 12(f) “generally refers to any allegation that unnecessarily reflects on the moral character of an individual or states anything in repulsive language that detracts from the dignity of the court.” Pigford v. Veneman, 215 F.R.D. 2, 4 (D.D.C.2003) (internal citation omitted). “ ‘Immaterial’ matter is that which has no essential or important relationship to the claim for relief or the defenses being pleaded.’ ” Barnes v. Convention & Show Servs., Inc., 12-CV-13770, 2013 WL 2467920, at *1 (E.D.Mich. June 7, 2013) (quoting 5 Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1382, at 706-07 (1990)). “ ‘Impertinent’ matter consists of statements that do not pertain, and are not necessary, to the issues in question.”. Ibid, (quoting Wright & Miller at 711). There are several reasons for granting a motion to strike. One is where the complaint contains immaterial allegations that have no bearing on the subject matter of the litigation. Reeves v. Wallington, 06-10326, 2008 WL 5060400, at *3 (E.D.Mich. Nov. 24, 2008) (citing Morse v. Weingarten, 777 F.Supp. 312, 319 (S.D.N.Y.1991)). Another is when striking the pleading “aids in eliminating spurious issues before trial, thereby streamlining the litigation.” U.S.S.E.C. v. Thorn, 2:01-CV-290, 2002 WL 31412440, at *2 (S.D.Ohio Sept. 30, 2002). For instance, in Johnson v. County of Macomb, 08-10108, 2008 WL 2064968 (E.D.Mich. May 13, 2008), the court struck paragraphs from the plaintiffs’ complaint that the president of the Parks Commission was related to a person with “known ties to organized crime” because the allegations had no relationship to the plaintiffs’ claims alleging violations of their civil rights and religious freedoms. The court noted that none of those claims turned on whether or not the president of the Parks Commission was related to someone with ties to organized crime. The plaintiffs allege that the defendants may have laundered to Hezbollah the money that they took from the plaintiffs. The plaintiffs have offered nothing to substantiate those conclusory allegations, or tried to link them to the fraud scheme alleged. Even if the allegations are true, they are immaterial and impertinent to the plaintiffs’ claims. They have no relationship to the allegations of fraud; nor do the RICO claims allege that the defendants laundered money to Hezbollah. Those claims allege that the defendants mailed and wired fraudulent purchase agreements, loan applications, verifications of deposit, lease agreements, and statements of income to the plaintiffs. Nor does any other claim for relief depend on the plaintiffs’ allegations that the defendants are connected to Hezbollah. The allegations apparently were included to inflame a fact-finder, without contributing to the conventional claims the plaintiffs try to raise. The Court will strike paragraphs 59 through 62 and the associated exhibit references. III. The remaining parts of the motion are based on Federal Rule of Civil Procedure 12(b)(6). “The purpose of Rule 12(b)(6) is to allow a defendant to test whether, as a matter of law, the plaintiff is entitled to legal relief if all the facts and allegations in the complaint are taken as true.” Rippy ex rel. Rippy v. Hattaway, 270 F.3d 416, 419 (6th Cir.2001) (citing Mayer v. Mylod, 988 F.2d 635, 638 (6th Cir.1993)). Under Rule 12(b)(6), the complaint is viewed in the light most favorable to the plaintiffs, the allegations in the complaint are accepted as true, and all reasonable inferences are drawn in favor of the plaintiffs. Bassett v. Nat’l Collegiate Athletic Ass’n, 528 F.3d 426, 430 (6th Cir.2008). “[A] judge may not grant a Rule 12(b)(6) motion based on disbelief of a complaint’s factual allegations.” Saglioccolo v. Eagle Ins. Co., 112 F.3d 226, 228-29 (6th Cir.1997) (quoting Columbia Nat’l Res., Inc. v. Tatum, 58 F.3d 1101, 1109 (6th Cir.1995)). “However, while liberal, this standard of review does require more than the bare assertion of legal conclusions.” Tatum, 58 F.3d at 1109; Tackett v. M & G Polymers, USA, L.L.C., 561 F.3d 478, 488 (6th Cir.2009). To survive a motion to dismiss, [a plaintiff] must plead “enough factual matter” that, when taken as true, “state[s] a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Plausibility requires showing more than the “sheer possibility” of relief but less than a “probable]” entitlement to relief. Ashcroft v. Iqbal, [556 U.S. 662, 678], 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). Fabian v. Fulmer Helmets, Inc., 628 F.3d 278, 280 (6th Cir.2010). “Where a complaint pleads facts that are ‘merely consistent with’ a defendant’s liability, it stops short of the line between possibility and plausibility of entitlement to relief.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 557, 127 S.Ct. 1955). Under the new regime ushered in by Twombly and Iqbal, pleaded facts must be accepted by reviewing court's but conclusions may not be unless they are plausibly supported by the pleaded facts. “[B]are assertions,” such as those that “amount to nothing more than a ‘formulaic recitation of the elements’ ” of a claim, can provide context to the factual allegations, but are insufficient to state a claim for relief and must be disregarded. Iqbal, 556 U.S. at 681, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). However, as long as a court can “ ‘draw the reasonable inference that the defendant is liable for the misconduct alleged,’ a plaintiffs claims must survive a motion to dismiss.” Fabi an, 628 F.3d at 281 (quoting Iqbal, 556 U.S. at 678, 129 S.Ct. 1937). A. Economic loss doctrine The four groups of defendants each argue that the plaintiffs’ tort claims— counts I (fraudulent misrepresentation), II (fraud in the inducement), IX (common law conversion), X (statutory conversion), XI (unlawful trade practices and Michigan Consumer Protection Act), and XII (Civil Racketeering/RICO) — should be dismissed under Michigan’s economic loss doctrine. The economic-loss doctrine is a “judicially created doctrine” that prohibits a party to a contract from bringing tort claims that are factually indistinguishable from breach of contract claims. Detroit Edison Co. v. NABCO, Inc., 35 F.3d 236, 240 (6th Cir.1994). The rule traces its origin to Hart v. Ludwig, 347 Mich. 559, 567, 79 N.W.2d 895 (1956), which held that a plaintiff may not prevail on any claim for tort liability where the relationship of the parties is entirely governed by a contract between them. The doctrine draws a line between breach of contract claims arising from commercial transactions, where commercial and contract law protect the parties’ economic expectations, and tort actions intended to remedy unanticipated injuries as a result of conduct that violates a separate legal duty apart from the contract. Neibarger v. Universal Cooperatives, Inc., 439 Mich. 512, 521, 486 N.W.2d 612, 615 (1992). The Michigan Court of Appeals has held that “[t]he distinction is critical” to avoid the “danger that tort remedies could simply engulf the contractual remedies and thereby undermine the reliability of commercial transactions.” Huron Tool & Eng’g Co. v. Precision Consulting Servs., Inc., 209 Mich.App. 365, 370-71, 532 N.W.2d 541, 544 (1995). The doctrine is animated by the idea that tort remedies should not bail out parties who could have anticipated losses caused by failed performance and negotiated an appropriate response. Detroit Edison Co., 35 F.3d at 240. (stating that “[rjational economic actors bargaining at arms length, in deciding both the extent of the seller’s liabilities and the purchase price, should consider the possibility that the product will not perform properly: the buyer may insist on additional warranties to cover such a contingency, or the buyer may decide to assume a greater degree of the risk of such failure in exchange for a lower purchase price from the seller”). However, Michigan courts have recognized an exception to the economic loss doctrine for the intentional tort of fraud in the inducement. “Fraud in the inducement ... addresses a situation where the claim is that one party was tricked into contracting. It is based on pre-contractual conduct which is, under the law, a recognized tort.” Huron Tool & Eng’g Co., 209 Mich.App. at 371, 532 N.W.2d at 544 (citing Williams Electric Co. Inc. v. Honeywell, Inc., 772 F.Supp. 1225, 1237-1238 (N.D.Fla.1991)). “Fraud in the inducement presents a special situation where parties to a contract appear to negotiate freely — which normally would constitute grounds for invoking the economic loss doctrine — but where in fact the ability of one party to negotiate fair terms and make an informed decision is undermined by the other party’s fraudulent behavior.” Id. at 372, 532 N.W.2d at 546. The essence of the claim here is that the efforts to conceal the true condition of the houses sold “interfered with the conventional market forces in a manner that is beyond the power of the law of contracts to protect.” Tramontana v. May, No. 02-10012, 2004 WL 539065, at *12 (E.D.Mich. Mar. 16, 2004). To establish fraud in the inducement, a party must show that “ ‘(1) the defendant made a material representation; (2) the representation was false; (3) when the defendant made the representation, the defendant knew that it was false, or made it recklessly, without knowledge of its truth and as a positive assertion; (4) the defendant made the representation with the intention that the plaintiff would act upon it; (5) the plaintiff acted in reliance upon it; and (6) the plaintiff suffered damage.’ ” Custom Data Solutions, Inc. v. Preferred Capital, Inc., 274 Mich.App. 239, 242-43, 733 N.W.2d 102, 104-05 (2006) (quoting Belle Isle. Grill Corp. v. Detroit, 256 Mich.App. 463, 477, 666 N.W.2d 271 (2003)). This tort addresses the bait-and-switch scenario, which the plaintiffs have laid out in their complaint. That is an important aspect of the allegations in the tort counts, because if the alleged fraud only concerns the “quality and characteristics” of the goods sold, the exception to the economic loss doctrine will not apply. Huron Tool, 209 Mich.App. at 374, 532 N.W.2d at 546. Here, the defendants contend that the plaintiffs’ tort claims do not fall within the fraudulent inducement exception because the alleged fraud is not “extraneous to the contract.” That is one way to read the complaint, but not the only way. The plaintiffs allege that the defendants marketed the homes primarily to foreign investors who were unable or unlikely to view the properties prior to purchase. Compl. ¶ 37. On the few occasions that foreign investors visited Detroit, the defendants showed the investors, including the plaintiffs, properties that had been refurbished, but were not actually the properties for sale. Ibid. The plaintiffs also allege that the defendants mailed the plaintiffs fraudulent photos of the insides of homes that were different than the homes for sale. Ibid. Additionally, the plaintiffs allege that the defendants supplied forged lease documents to prospective buyers, lied to prospective buyers about the conditions of properties, and supplied false information regarding rental payments and amounts. Compl. ¶ 41. These allegations of “pre-contractual” misconduct is a “recognized” tort under the law. Huron Tool, 209 Mich.App. at 371, 532 N.W.2d at 544. Additionally, the complaint sets forth sufficient facts to support each element of a fraud in the inducement claim. The complaint alleges that the defendants made multiple material representations to the plaintiffs to induce them to purchase the Detroit properties, i.e., that the properties were currently tenanted, the tenants were paying a specific amount of monthly rent on executed, valid leases, the homes were Section 8 approved, the properties were newly and fully refurbished, and the properties would generate a specific amount of income and percentage rate of return on initial investment. Compl. ¶ 248. The complaint also alleges that these representations were false: the properties were either not leased or the tenant was paying a significantly lower amount of rent than represented to the plaintiffs, ibid.; the properties were not refurbished, Section 8 approved, or generating the monthly income and percentage of return fraudulently represented by the defendants, id. ¶ 249. The complaint also alleges that the defendant knew that the representations were false and made the representations to further their fraudulent scheme with the intention that the plaintiffs would act upon them. Id. ¶ 251-53. The plaintiffs allege that they acted upon the defendants’ representations: they purchased the homes marketed to them and paid for repairs, evictions, and management fees. Id. ¶ 254. Absent these false statements, the plaintiffs say they would never have purchased the properties. Id. ¶ 255. Finally, the plaintiffs allege that the fraudulent misrep-reservations resulted in economic damages in excess of $100,000 per property. Id. ¶ 257. “Fraudulent inducement involves a general duty to avoid wrongful conduct that induces a party to enter into a contract.” Onyx Envtl. Servs., LLC v. Maison, 407 F.Supp.2d 874, 880 (N.D.Ohio 2005) (citing Mesaros v. FirstEnergy Corp., 2005 WL 2460739, at *8 (N.D.Ohio, Oct. 5, 2005)). The plaintiffs have pleaded a breach of that duty, and therefore have pleaded successfully around the economic loss doctrine. B. Sufficiency of fraud allegations The four groups of defendants also argue that the counts of the complaint alleging fraud are not specific enough to meet the requirements of Federal Rule of Civil Procedure 9(b). When alleging fraud in a federal complaint, a party must state “with particularity” the circumstances constituting the fraud. Fed.R.Civ.P. 9(b); see also Bennett v. MIS Corp., 607 F.3d 1076, 1100 (6th Cir.2010). That means that the complaint must “(1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were fraudulent.” Indiana State Dist. Council of Laborers and Hod Carriers Pension and Welfare Fund v. Omnicare, Inc., 583 F.3d 935, 942-43 (6th Cir.2009) (quotation marks and citation omitted). In addition, a party must identify the “alleged misrepresentation on which he or she relied; the fraudulent scheme; the fraudulent intent of [the other party]; and the injury resulting from the fraud.” Coffey v. Foamex L.P., 2 F.3d 157, 161-62 (6th Cir.1993) (quotation marks and citations omitted). 1. Group pleading The defendants argue that the allegations of fraud are insufficient because the complaint does not identify with specificity the parties making the fraudulent statements. The defendants’ contention is well-taken. The complaint is rife with undifferentiated references to the “Defendants,” and the “Ponzi Scheme Defendants.” It is difficult to parse the allegations against each individual defendant because in many instances the complaint groups all of the defendants together. Under Hoover v. Langston Equipment Associates, Inc., 958 F.2d 742, 745 (6th Cir.1992), a plaintiff must specify which of the defendants made each fraudulent statement and may not bring claims of fraud against “the defendants” generally. Collective references to “the defendants” or other such categories by themselves fail the specificity test of Rule 9(b). See D.E. & J Ltd. Partnership v. Conaway, 284 F.Supp.2d 719, 730 (E.D.Mich.2003) (observing that “[n]ot only does such ‘group pleading’ run afoul of Central Bank [v. First Interstate Bank of Denver, N.A., 511 U.S. 164, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994) ], but also it fails to meet ... Fed. R.Civ.P. 9(b)’s specificity requirements .... ” (citing cases)). Rule 9(b) does not permit a plaintiff to allege fraud by “indiscriminately grouping all of the individual defendants into one wrongdoing monolith.” United States, ex rel. Branhan v. Mercy Health Sys. of SW. Ohio, 188 F.3d 510 (6th Cir.1999) (Clay, J., concurring in part and dissenting in part) (quoting Lubin v. Sybedon Corp., 688 F.Supp. 1425, 1443 (S.D.Cal.1988)). But “[w]hen faced with a motion to dismiss for failure to plead fraud ‘with particularity’ as required by Rule 9(b) ..., ‘a court must factor in the policy of simplicity in pleading which the drafters of the Federal Rules codified in Rule 8.’ ” Whalen v. Stryker, Corp., 783 F.Supp.2d 977, 982 (E.D.Ky.2011) (quoting Michaels Building Co. v. Ameritrust Co., N.A., 848 F.2d 674, 679 (6th Cir.1988)). “Rule 9(b) is not to be read in isolation, but is to be interpreted in conjunction with Federal Rule of Civil Procedure 8.” United States ex rel. Bledsoe v. Community Health Systems, Inc., 501 F.3d 493, 503 (6th Cir.2007) (quoting Michaels, 848 F.2d at 679). “When read against the backdrop of Rule 8, it is clear that the purpose of Rule 9 is not to reintroduce formalities to pleading, but is instead to provide defendants with a more specific form of notice as to the particulars of their alleged misconduct.” Ibid. “The threshold test is whether the complaint places the defendant on sufficient notice of the misrepresentation allowing the defendants to answer, addressing in an informed way plaintiff[’]s claim of fraud.” Coffey v. Foamex L.P., 2 F.3d 157, 162 (6th Cir.1993) (quotation marks omitted). In their 116-page complaint, the plaintiffs exhaustively detail allegations of a scheme to defraud that involved the officers and employees of Metro Property Group, LLC, Metro Property Management, LLC, Global Power Equities, LLC and Apex Equities, LLC. The complaint describes how the plaintiffs discovered the purported scheme and each defendants’ alleged role. For instance, the plaintiffs allege that Sameer Beydoun, Ali Beydoun, David Makki, and Kathy Messics supplied fraudulent, forged lease documents for non-existent tenants to prospective buyers and current homeowners; defendants Sa-meer Beydoun, Kathy Messics, and George Vanderburg forged the leases; defendants Sameer Beydoun, Ali Beydoun, David Makki, and Kathy Messics lied to prospective buyers and homeowners about the conditions of properties; and defendant Chris Picciurro routinely supplied false information regarding rental payments and amounts. Compl. ¶ 41. Additionally, the plaintiffs allege that Tarek Baydoun covered up the fraud by billing several plaintiffs for legal work such as fraudulent evictions of non-existent tenants. ¶ 53. The complaint also describes in detail the relationship between the corporate defendants and individual defendants. ¶ 44. The plaintiffs support these general allegations of fraud through specific examples of how each defendant attempted to conceal the fraud after the plaintiffs suspected that they had been tricked into purchasing virtually worthless homes. ¶¶ 63-246. The plaintiffs also attach marketing materials, emails, and management agreements detailing communications between the plaintiffs and various defendants. ¶¶ 63-246. These allegations provide a general framework for relevant discovery and are sufficient to alert the defendants “ ‘as to the particulars of their alleged misconduct’ ” so that they may respond to the complaint. Chesbrough v. VPA, P.C., 655 F.3d 461, 466 (6th Cir.2011) (quoting U.S. ex rel. SNAPP, Inc. v. Ford Motor Co., 532 F.3d 496, 504 (6th Cir.2008)). As the Court noted in Brown v. Bank of New York Mellon, 1:10-CV-550, 2011 WL 206124, at *4 (W.D.Mich. Jan. 21, 2011): “It is the degree of particularity in [the plaintiffs’] complaint, rather than the lack of particularity, that makes [plaintiffs’] complaint difficult to sift through.” The complaint alleges that Metro Property Group and Sameer Beydoun created information sheets that falsely represented to the plaintiffs that the properties they purchased were currently tenanted, the tenants were paying a specific amount of monthly rent pursuant to executed valid leases, the homes were Section 8 approved, the properties were newly and fully refurbished, and the properties would generate a specific amount of income and percentage rate of return on initial investment. Compl. ¶248. The plaintiffs allege that these representations were false, the defendants knew they were false, and the plaintiffs relied on these misrepresentations when they purchased the properties. ¶¶ 259-267. The allegations concerning Metro Property Group and Sameer Bey-doun are sufficient to state claims for fraud. It is a closer call as to the remaining defendants. The plaintiffs allege that Metro Property Management, LLC, Global Power Equities, LLC, Apex Equities, LLC, Ali Beydoun, Mike Alaweih, David Makki, Chris Picciurro, Kathy Messics, George Vanderburg, and Tarek M. Bay-doun marketed the homes to the plaintiffs using the property information sheets that Sameer Baydoun and Metro Property Group created, informed the plaintiffs that the properties were either already occupied or Section 8 approved and occupied, and the plaintiffs relied on this information when they purchased the homes. ¶¶ 90, 91, 110, 111, 132, 133, 154, 155, 173, 174. These allegations do not specify what each defendant said or their role in marketing the homes. But another section of the complaint alleges that Sameer Beydoun, Ali Beydoun, David Makki, and Mike Alaweih induced the plaintiffs into purchasing the homes with promises that the homes were habitable, tenanted, turnkey properties that met Section 8 requirements. ¶ 45. The most detailed allegations involve statements that these defendants made after the plaintiffs discovered that the homes fell far short of what was marketed to them. The defendants contend that those allegations of post-sale misconduct, at most, suggest that these defendants misrepresented facts to conceal a prior fraud, not to induce the plaintiffs to purchase the homes. That may be true, but it also suggests that the defendants may have played a role in conspiring to commit fraud. The allegations in the complaint that those defendants fraudulently marketed the homes to the plaintiffs states enough factual matter that, when taken as true, “state[s] a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Nonetheless, the complaint is wanting of allegations as to certain other defendants. One of them is Tarek Bay-doun. The complaint contains four allegations against Tarek Baydoun: (1) Baydoun participated in marketing the homes to potential buyers, Compl. ¶ 40; (2) Baydoun billed several plaintiffs for fraudulent evictions to cover up the defendants’ fraudulent actions, id. at ¶ 53; (3) Baydoun threatened the plaintiffs with criminal prosecution and ignored their email messages when they asked him questions about the fraudulent evictions, ibid.; and (4) Baydoun supports Hezbollah, id. at ¶ 59. The allegations that Baydoun participated in marketing the homes to potential buyers is insufficient to state a claim for fraud for at least three reasons. First, the allegations are insufficient to demonstrate that Baydoun made any representations: the complaint only alleges that Baydoun “appears on videos,” “laughing it up.” Compl. ¶40. Second, although the complaint alleges that Baydoun participated in the fraudulent marketing scheme, the plaintiffs do not allege that Baydoun marketed the homes to the plaintiffs in this case or that the plaintiffs viewed the videos; therefore, the plaintiffs could not have relied on anything Baydoun might have said. Third, the allegations are insufficient under Rule 9(b) because the plaintiffs have not alleged which plaintiffs, if any, viewed the videos, when, or where. The allegations that Baydoun billed several plaintiffs for fraudulent evictions is insufficient to state a claim for fraud because the plaintiffs have not established how the plaintiffs relied on that conduct when deciding to make their purchases. The plaintiffs imply in their response brief that they relied upon these evictions and other post-sale fraud to purchase additional homes. But they do not point to any portion of the complaint that actually says that. Likewise, the allegations that Ta-rek Baydoun threatened the plaintiffs with criminal prosecution and ignored their email messages does not state a claim for fraud because the plaintiffs have not explained how this statement is false or how the plaintiffs relied on the representation to their detriment. Failing to return emails does not state a claim for fraud because not speaking cannot constitute a representation. The allegation that Tarek Baydoun supports Hezbollah is unrelated to any of the plaintiffs’ causes of action and will be struck from the complaint. The complaint fails to state a fraud claim against defendant Tarek Baydoun, and therefore counts I and II will be dismissed as to him. The allegations against the Allen defendants are even more anemic. Those allegations consist of claims that (1) Tarek Baydoun was “Of Counsel” to the Allen Brothers, PLLC; (2) the Allen Brothers should have been aware that their “Of Counsel” attorney, Tarek Baydoun, was engaged in illegal and fraudulent behavior; (3) James Allen sent threatening messages to the plaintiffs and attempted to cover up the “Ponzi Scheme fraud;” (4) James Allen, John Allen, and Allen Brothers, PLLC attempted to conceal defendant Tarek Baydoun’s continuing relationship with them by removing his name from the Allen Brothers, PLLC’s website; (5) Tarek Bay-doun nevertheless continued to use the law firm’s resources; and (6) James Allen acted in concert with Tarek Baydoun in the “conspiracy” and to further the “Ponzi scheme fraud.” Compl. ¶¶ 52-56. These allegations are conclusory and therefore do not satisfy Rule 9(b) on any of the fraud allegations, and they do not implicate any of the Allen defendants in any of the alleged wrongdoing of the other defendants. The Allen defendants’ “of counsel” relationship with Tarek Baydoun furnishes no basis for liability because the plaintiffs have not stated a fraud claim against Baydoun. Removing Baydoun’s name from the Allen defendants’ website fails to state a claim for fraud because that conduct cannot amount to a representation. Even if it could be considered such, the plaintiffs do not allege that they relied on it when deciding to purchase any of the properties. The allegation that James Allen sent threatening messages to the plaintiffs, acted in concert with Tarek Baydoun, and attempted to cover up the “Ponzi Scheme fraud” do not satisfy Rule 9(b) because the plaintiffs failed to allege the time, place, and content of the alleged representations. The complaint contains no detail as to what James Allen said; to whom; the medium through which the threats were communicated; or whether the plaintiffs relied on the threatening messages when they purchased the properties. Chesbrough v. VPA, P.C., 655 F.3d 461, 467 (6th Cir.2011) (quoting Bledsoe, 501 F.3d at 504). These allegations are insufficient under Rule 9(b). The complaint does not allege plausibly any other wrongdoing by the Allen defendants, and they were not parties to any of the contracts. Therefore, their motion to dismiss the complaint will be granted as to them. 2. Reliance Under Michigan law, to state a claim of fraud the plaintiffs must plead “ ‘(1) [t]hat defendant made a material representation; (2) that it was false; (3) that when he made it he knew that it was false, or made it recklessly, without any knowledge of its truth, and as a positive assertion; (4) that he made it with the intention that it should be acted upon by plaintiff; (5) that plaintiff acted in reliance upon it; and (6) that he thereby suffered injury.’ ” Hi-Way Motor Co. v. Int’l Harvester Co., 398 Mich. 330, 336, 247 N.W.2d 813, 815-16 (1976) (quoting Candler v. Heigho, 208 Mich. 115, 121, 175 N.W. 141, 143 (1919)). The absence of any one of these elements “ ‘is fatal to a recovery.’ ” Ibid. The defendants argue that the plaintiffs cannot plausibly allege the element of reasonable reliance because the contract contains a merger clause and declares that the properties were sold in “As Is Condition.” They rely on the notion that “[a] misrepresentation claim requires reasonable reliance on a false representation.” Nieves v. Bell Indus., Inc., 204 Mich.App. 459, 464, 517 N.W.2d 235, 238 (1994) (emphasis added), and they contend that the contract language precludes the possibility that the plaintiffs could have relied on pre-sale representations with any degree of reasonableness. The purchase agreements each state: 10. Condition of Premises. All properties will be sold in As Is Condition. 12. Binding nature and final agreement. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, personal representatives and assigns. This Agreement sets forth the entire agreement between the parties and may not be amended, modified, altered or changed except in writing signed by the parties, [proper cite] Dkt. # 35-2 at 2. There is some support for the idea that a merger and integration clause renders reliance on pre-contract representations unreasonable per se. In Watkins & Son Pet Supplies v. Iams Co., 254 F.3d 607, 612 (6th Cir.2001), the court read Ohio law to hold that “[i]f a written contract is completely integrated, it is unreasonable as a matter of law to rely on parol representations or promises within the scope of the contract made prior to its execution.” But Michigan courts do not take the point so far. For instance, in Archambo v. Lawyers Title Ins. Corp., 466 Mich. 402, 646 N.W.2d 170 (2002), the Michigan Supreme Count held that although “an integration clause nullifies all antecedent agreements,” that rule is “[s]ubject ... to evidence of certain kinds of fraud (or other grounds sufficient to set aside a contract) and for the rare situation when the written document is obviously incomplete on its face.” Id. at 413, 414 n. 15, 646 N.W.2d at 177 & n. 15 (internal quotations and citations omitted); see also UAW-GM Human Resource Center v. KSL Recreation Corp., 228 Mich.App. 486, 503, 579 N.W.2d 411, 419 (1998) (holding that “the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause” (quoting 3 Corbin, Contracts, § 578)). This case, then, is governed by the rule that the presence of a merger clause in a written contract will not preclude a claim for fraud in the inducement where the plaintiff can show that it would have avoided the agreement entirely had it known that the defendant’s fraudulent representations in fact were false. Custom Data Solutions, Inc. v. Preferred Capital, Inc., 274 Mich.App. 239, 243, 733 N.W.2d 102, 105 (2006) (observing that “[d]espite the existence of a merger clause, parol evidence is admissible for purposes of demonstrating that the agreement is void or voidable or for proving an action for deceit. Fraus omnia corrumpit: fraud vitiates everything it touches” (quoting Calamari & Perillo, The Law of Contracts § 9.21, at 340-41 (4th ed.))). As the Sixth Circuit has explained: [T]here is an important distinction between (a) representations of fact made by one party to another to induce that party to enter into a contract, and (b) collateral agreements or understandings between two parties that are not expressed in a written contract. It is only the latter that are eviscerated by a merger clause, even if such were the product of misrepresentation. It stretches the [KSL Recreation ] holding too far to say that any pre-contractual factual misrepresentations made by a party to a contract are wiped away by simply including a merger clause in the final contract. LIAC, Inc. v. Founders Ins. Co., 222 Fed.Appx. 488, 493 (6th Cir.2007) (quoting Star Ins. Co. v. United Commercial Ins. Agency, Inc., 392 F.Supp.2d 927, 929-30 (E.D.Mich.2005)) (alterations in original). In this case, the plaintiffs contend that the defendants’ misrepresentations induced them to enter into the purchase agreements for the Detroit properties. The plaintiffs’ allegations that they would not have entered into those agreements but for the misrepresentations about the properties, if true, would invalidate the entire contract, including the merger clauses. The merger clause and clause that renders the properties sold in “As in Condition” therefore do not render the plaintiffs’ reliance on prior representations unreasonable as a matter of law. 3. Promise of future performance The defendants also argue that the allegations of future promises do not satisfy the material misrepresentation element of a common law fraud claim. Michigan law does in fact require that actionable misrepresentations must relate to an existing or past fact; promises relating to future actions when unfulfilled do not constitute fraud. Hi-Way Motor Co., 398 Mich. at 336, 247 N.W.2d at 815-16. However, Michigan courts recognize exceptions. For instance, “one can be held liable for broken promises when one has, at the time of the promise, a then-existing bad faith intent to break the promise.” Thompson v. Paasche, 950 F.2d 306, 312 (6th Cir.1991) (applying Michigan law). This “false token” exception applies when “the facts of the case compel the inference that the promise was but a devise to perpetrate a fraud” and the promise was made “without intention of performance.” Hi-Way Motor Co., 398 Mich. at 339, 247 N.W.2d at 817; see also Rutan v. Straehly, 289 Mich. 341, 286 N.W. 639 (1939). Michigan courts also recognize that actionable fraudulent inducement can occur when “a party materially misrepresents future conduct under circumstances in which the assertions may reasonably be expected to be relied upon and are relied upon.” Samuel D. Begola Servs., Inc. v. Wild Bros., 210 Mich.App. 636, 639, 534 N.W.2d 217, 219 (1995). A party induced by fraud to enter into a contract may elect to void the contract. Id. at 640, 534 N.W.2d at 217. The complaint alleges that the defendants told the plaintiffs that the properties would provide specific gross yearly income and a specific yearly rate of return. See, e.g., Compl. ¶ 64. The complaint also alleges that the defendants knew that those representations of specific gross yearly income and annual rate of return were false, made the representations with the intent that the plaintiffs would rely upon them, and that the plaintiffs did in fact rely on the representations when deciding whether to purchase the properties. ¶¶ 264-66. Moreover, the complaint provides extensive factual allegations that the defendants intended to perpetuate a fraud. For instance, the complaint alleges that, after discovering the fraud, the defendants lied to the plaintiffs about whether the houses were occupied, provided forged leases, and told the plaintiffs that tenants had stopped paying rent in order to cover up the purported fraud. ¶¶ 63-246. The complaint provides sufficient allegations that the defendants “materially misrepresented] future conduct under circumstances in which the assertions [would] reasonably be expected to be relied upon and [were] relied upon.” Samuel D. Begola Servs., 210 Mich.App. at 639, 534 N.W.2d at 219. The plaintiffs allegations of fraud based upon future promises states a claim for relief under Michigan law. C. Count III: Breach of contract The defendants argue that the “As Is” and merger clauses bar the plaintiffs’ breach of contract claims. The plaintiffs allege that the defendants offered to sell and the plaintiffs agreed to purchase refurbished, tenanted, guaranteed income generating, Section-8 approved properties. Compl. ¶ 280. But the defendants point out that the purchase agreements do not contain warranties regarding renovation, tenancy, or anticipated income. The only clause that relates to the condition of the houses states that the properties would be sold in “As Is Condition.” The law is quite clear that the parties’ intent must govern a breach of contract claim, and the Court must ascertain the intent of the parties by examining the contract language. Sheldon-Seatz, Inc. v. Coles, 319 Mich. 401, 406-407, 29 N.W.2d 832 (1947). The Court “does not have the right to make a different contract for the parties or to look to extrinsic testimony to determine their intent when the words used by them are clear and unambiguous and have a definite meaning.” Ibid. “Even though extrinsic evidence of contemporaneous or prior negotiations is admissible to show the parties did not intend the written agreement to be final and complete, an integration clause in a written contract conclusively establishes that the parties intended the written contract to be the complete expression of their agreement.” Wonderland Shopping Ctr. Venture Ltd. P’shi