Full opinion text
MEMORANDUM OPINION KETANJI BROWN JACKSON, United States District Judge In 2007, Plaintiff A Love of Food I, LLC (“ALOF” or “Plaintiff’) — a corporate entity that David and Quinn Wallis established — entered into a franchise agreement with Defendant franchisor Maoz Vegetarian USA, Inc. (“Maoz” or “Defendant”). Under the agreement, ALOF was authorized to open a franchise of Maoz’s vegetarian quick-service restaurant in the District of Columbia. ALOF did so, and has now brought the instant lawsuit against Maoz, contending that it lost over $900,000 when the franchise failed less than three years after opening. ALOF seeks rescission of the franchise agreement and also compensatory and punitive damages, specifically maintaining that it is entitled to this relief under the New York and Maryland state franchise laws because Maoz (1) failed to register its franchise offering statement with the relevant state authorities; (2) failed to provide that document to ALOF in a timely manner; (3) made statements projecting ALOF’s future earnings, despite disclaiming the use of such statements; and (4) made untrue statements of material fact regarding initial start-up expenses. (Am. Compl. ¶ 38 (New York law violations); id. ¶ 30 (Maryland law violations).) ALOF also maintains that Maoz’s alleged underestimates of the initial start-up expenses qualifies as fraud in the inducement under common law. (Id. ¶¶ 39-49.) Before this Court at present are the parties’ cross-motions for summary judgment. (Def.’s Mot. for Summ. J. (“Def.’s Mot.”), EOF No. 41; Mot. for Summ. J. (“Pl.’s Mot.”), ECF No. 43.) This Court has carefully considered the parties’ evidence and allegations regarding the complex series of state and common law claims made in this case, and will GRANT IN PART and DENY IN PART both parties’ cross-motions for summary judgment, as explained in detail below. The birds-eye view of- the Court’s conclusions is that ALOF is entitled tp judgment in its favor with respect to its failure-to-register claims, but the Court concludes as a matter of law that nothing other than nominal damages follows from this technical violation and that rescission of the franchise agreement would not be appropriate on this basis. The Court also finds that ALOF is entitled to judgment under New York state franchise law for Maoz’s violation of the technical requirement that a franchisor disclose the offering prospectus in a timely fashion, but again, no damages arose from this technical violation under the circumstances presented here; moreover, because there is no cause of action for such a disclosure violation under Maryland franchise law, ALOF’s Maryland disclosure claim must be dismissed. Defendant Maoz is not without its own small victories: this Court concludes that Maoz is entitled to have judgment entered in its favor with respect to ALOF’s claim that Maoz unlawfully represented that no statements regarding future earnings had been made to ALOF when, in fact, Maoz had made such statements in the course of the franchise negotiations. But the Court cannot grant summary judgment for either party on the statutory and common law misrepresentation claims that are premised on Maoz’s allegedly false representations about start-up cost expenses, because there are genuine issues of fact regarding such material matters as whether Maoz knew its cost estimates were false, whether ALOF was entitled to rely on those estimates, and — with respect to the common law fraud claim only — whether Maoz intended to defraud ALOF. What is left of ALOF’s “kitchen-sink” complaint is ALOF’s statutory and common law claims that are premised on alleged misrepresentations regarding the projected initial start-up expenses for the franchise (Am. Compl. Count I, ¶ 27, 30(d); Count II, ¶ 35, 38(d); Count III, ¶ 39-49) — claims that the parties must now either settle or preparé for trial. Cf. Batterman v. Leahy, 544 F.3d 370, 373 (1st Cir.2008) (“A kitchen-sink complaint, unless dismissed for some central jurisdictional or pleading flaw, is likely to be hard slogging, requiring that counts be worked through one by one.”). A separate order consistent with this opinion will follow. I. BACKGROUND ALOF is a Delaware-based limited liability company that was formed on May 25, 2007. (ALOF Certificate of Formation, Ex. 2 to Def.’s Mot., at 2.) David and Quinn Wallis — father and son — are the principals of ALOF. (Am.ComplV 8.) Maoz, a Delaware corporation formed in 2004, runs a network of quick-service vegetarian food restaurants within the United States. (Maoz 2007 Uniform Franchise Offering Circular (“2007 Offering Prospectus”), Ex. 1 to Def.’s Mot., ECF No. 41-1, at 5; Yair Marinov Aff. in Supp. of Rear-gument or Reconsideration (“Marinov Aff.”), Ex. 4 to Def.’s Mot., ECF No. 41-4, ¶ 4.) This case arises out of ALOF’s decision to enter into an agreement to open a Maoz franchise in Washington, D.C. (“the Agreement”), and in particular, the conversations and negotiations that occurred between the Wallises and Maoz’s Vice President of Marketing and Sales, Yair Marinov, regarding that Agreement. (See generally Dep. of Yair Marinov (“Marinov Dep.”), Ex. 3 to Def.’s Mot., ECF No. 41-3.) The Plaintiff and Defendant negotiated and entered into the Agreement against the backdrop of certain federal and state regulations that govern the sale and purchase of franchises; therefore, a basic understanding of the regulatory scheme in this area is crucial to full consideration of the claims being made in this case. A. The Federal Franchise Rule And The New York And Maryland Franchise Registration And Disclosure Laws The Federal Trade Commission (“FTC”) has promulgated regulations titled “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures,” 16 C.F.R. § 436 (2013) (commonly known as the “Franchise Rule” see John Bourdeau, et al, 62B Am.Jur.2d Private Franchise Contracts § 26 (2d ed.2014)), which apply nationwide. Before selling a franchise, the Franchise Rule requires a franchisor to provide a prospective franchisee with a detailed disclosure statement — known as a “uniform franchise offering circular” or a “franchise disclosure document” — that includes information like the franchisor’s corporate history and current financial condition, the track record of any ’other franchises, and the background of the franchisor’s principal officers. See 16 C.F.R. § 436.5; see also FTC v. Jordan Ashley, Inc., No. 93-2257-CIV, 1994 WL 200775, at *3 (S.D.Fla. Apr. 5, 1994); Bourdeau, supra, § 26. The disclosure requirements set forth in the Franchise Rule are “designed to protect prospective purchasers from the financial hardships that arise when they purchase franchises and other business opportunity ventures without essential, reliable information about them.” Bourdeau, supra, § 26. The FTC can bring suit to enjoin a franchisor’s failure to furnish the required information in violation of the Franchise Rule, see 15 U.S.C. § 53(a); see, e.g., FTC v. Sage Seminars, Inc., No. 95-2854, 1995 WL 798938, at *1 (N.D.Cal. Nov. 2, 1995), but no private right of action is available to franchisees under these regulations. See, e.g., Layton v. AAMCO Transmissions, Inc., 717 F.Supp. 368, 371 (D.Md.1989); Days Inn of America Franchising, Inc. v. Windham, 699 F.Supp. 1581 (N.D.Ga.1988); Freedman v. Meldy’s, Inc., 587 F.Supp. 658 (E.D.Pa.1984); Mon-Shore Mgmt, Inc. v. Family Media, Inc., 584 F.Supp. 186 (S.D.N.Y.1984). Along with this national regulatory scheme, a number of states have enacted similar laws, rules, or regulations governing franchise sales. See David J. Kaufmann, Managing Legal Issues In Franchising: An Overview of the Business & Law of Franchising, 2013 WL 3773409 (June 2013) (surveying the states). New York and Maryland are among the states with such rules. See N.Y. Gen. Bus. Law §§ 680-695 (“New York Franchise Sales Act”); Md.Code, Bus. Reg. §§ 14-201-14-233 (“Maryland Franchise Registration and Disclosure Law”). The purpose of these state laws is identical to the purpose of the Franchise Rule: both aim to protect franchisees. See N.Y. Gen. Bus. Law. § 680(2) (noting that the intent of the New York Franchise Sales Act is to “provid[e] prospective franchisees and potential franchise investors with material details of the franchise offering so that they may participate in the franchise system in a manner that may avoid detriment to the public interest” and to. “prohibit the sale of franchises where such sale would lead to fraud or a likelihood that the franchisor’s promises would not be fulfilled”); Md.Code., Bus. Reg., § 14 — 202(b) (noting that the intent of the Maryland Franchise Registration and Disclosure Law is to “(1) give each prospective franchisee necessary information about any franchise offer; (2) prohibit the sale of franchises if the sale would lead to fraud or a likelihood that the franchisor’s representations would' not be fulfilled; and (3) protect the franchisor-franchisee relationship”). To that end, both New York’s and Maryland’s franchise laws require a franchisor to (a) register its offering prospectus with the relevant state authority before offering to sell a franchise to any prospective franchisee, and also (b) disclose the offering prospectus to any prospective franchisee in a timely fashion, see N.Y. Gen. Bus. Law § 683; Md.Code, Bus. Reg. § 14-223. However, unlike the Franchise Rule, both state franchise laws create a private right of action allowing individual franchisees to bring suit against franchisors for violating certain procedural provisions and for making false statements to a franchisee. See N.Y. Gen. Bus. Law § 691(2); Md.Code, Bus. Reg., § 14-227. B. Factual Background As Plaintiff points out, “[o]ther than certain basic background facts, virtually all of the facts” in this case are disputed. (Pl.’s Mem. in Opp’n to Def.’s Mot. for Summ. J. & in Supp. of Pl.’s Mot. for Summ. J. (“Pl.’s Mem.”), ECF No. 43-1, at 8.) The events that either or both parties find material to the claims at issue in this case can be summarized as follows. 1. Maoz’s 2007 Offering Prospectus Initially based in Europe, Maoz Vegetarian USA was formed in 2004 “for the purpose of selling franchises and supporting franchisees” of its vegetarian restaurant in the United States (2007 Offering Prospectus at 5), but the company did not immediately begin the franchise process. Instead, Maoz began its operations in the U.S.. by opening its own restaurant locations: its first company-run restaurant (referred to herein occasionally as a “store”) opened in 2004 in Philadelphia, Pennsylvania, and it opened a second restaurant in New York City’s Union Square in 2007. (Marinov Dep. at 9-10; Marinov Aff. ¶ 5.) Maoz did not begin the franchise registration process until December 28, 2006, when it applied to the California Department of Corporations for permission to offer and sell restaurant franchises in that state, a process known as “registration.” (Order Declaring Effectiveness of Cal. Registration, Pl.’s Ex. 4, ECF No. 43-6, at 2.) Maoz’s California registration was approved and became effective on March 7, 2007, when Maoz first registered its uniform franchise offering circular (“offering prospectus” or “UFOC”) in California. (See id.; see also Letter of California Dep’t of Corps. (“Maoz Cal. Registration”), Ex. 33 to Def.’s Mot., ECF No. 41-33, at 2.) Maoz’s 2007 Offering Prospectus contained the various disclosures that the Franchise Rule requires. (See, e.g., 2007 Offering Prospectus at 5 (providing background information about “the franchisor, its predecessors and affiliates”); id. at 7 (the business experience of its directors); id. at 8-9 (required fees); id. at 10-14 (project start-up expenses).) See also 16 C.F.R. § 436.5 (listing the disclosure requirements). Among the required disclosures was a document titled “Initial Investment” that contained a list of “estimated initial expenditures” that a franchisee could expect to spend in order to establish a Maoz franchise'. (2007 Offering Prospectus at 10-53.) For a start-up franchise, the total estimated start-up expenses listed in the prospectus ranged from $149,000 to $269,000. (Id. at 10; see also id. at 3.) The estimates were based on a variety of assessments, including rent, utility deposits, leasehold improvements, and fees for such expenses as architects, equipment, and staff training. (Id. at 10.) The 2007 Offering Prospectus also contained numerous disclaimers about each estimated dollar figure, as well as the total estimate. For example, with respect to rental costs, Maoz wrote that “[i]t is extremely difficult to estimate lease acquisition costs because of the wide variation between various locations.” (Id. at 12 n.2.) Regarding improvements to the property, Maoz noted that “[t]he cost of leasehold improvements will vary based upon size, condition and location of the premises, local wage rates and material costs.” (Id. at n.4.) As for certain other expenses, Maoz warned that it “cannot guarantee that [the stated] amount will be sufficient[,]” and that more money may be required in some situations. (Id. at 13-14 n.17.) Addressing the total estimate, Maoz reiterated that the “amounts shown are estimates only and may vary for many reasons, including the size of your Franchised Unit, the capabilities of yoUr management team, where you locate your Franchised Unit and your business experience and acumen.” (Id. at 14 n.18.) Notably, the cost estimates that Maoz’s 2007 Offering Prospectus provided were not based on the actual costs of other Maoz restaurant franchises in the United States, because Maoz had yet to open any U.S. franchises at the time the 2007 Offering Prospectus was written. Instead, according to the prospectus, Maoz calculated the listed estimates by relying on the industry experience of its shareholders, who had “15 years of combined industry experience and experience in establishing and assisting [Maoz] franchisees in establishing and operating 23 MAOZ VEGETARIAN Units which are similar in nature to the Franchised Unit [a prospective franchisee] will operate.” (Id.) As Marinov later explained, the twenty-three locations included the European franchises and the Philadelphia company-run restaurant location. (Marinov Dep. at 20 (noting that the information regarding estimated cost of opening a new franchised Maoz Vegetarian outlet “came from the Philadelphia store and from the European stores”); id. at 15 (“We had numbers in the [offering prospectus] . based on what we have known about the European and Philadelphia store.”); id. at 16 (“We have used in March the numbers that we had until then.”); id. at 26 (noting that the initial start-up estimates were “based on everything that happened in Europe and in Philly”). Finally, the 2007 Offering Prospectus also disclaimed that the company was making any representations about what profits a franchisee could expect to make, noting that Maoz was neither “furnish[ing] nor authorizing] [its] salespersons to furnish any oral or written information concerning the actual or potential sales, expenses or income of a MAOZ VEGETARIAN Unit. Actual results vary from unit to unit and we cannot estimate the results of any particular franchise.” (2007 Offering Prospectus at 34.) In short, the information in Maoz’s 2007 Offering Prospectus indicated that, when it came to U.S. franchises, the company was, in a sense, exploring new territory. 2. Maoz Offers A Restaurant Franchise To Quinn Wallis Quinn Wallis met with representatives from Maoz’s European counterpart, Maoz B.V., in Europe in 2006, and after returning to the U.S., Quinn Wallis reached out to Marinov to discuss the possibility of opening a D.C. franchise. (Marinov Dep. at 26-28.) At that time, Maoz had neither opened any U.S.-based franchises (see 2007 Offering Prospectus at 36), nor registered its Offering Prospectus in any state ■ (cf. Maoz Cal. Registration at 3 (filed December 28, 2006)). Nevertheless, according to Marinov, the Wallises “aggressively pursued Maoz for the purpose of seeking to obtain rights to open a Maoz restaurant in Washington, D.C.” (Marinov Aff. ¶ 10.) Marinov insists that “[d]espite their eagerness,” he repeatedly told the Wallises “that until the [Offering Prospectus] was registered, we could not discuss the possibility of offering any rights to open a Maoz location in Washington, D.C.” (Mari-nov Aff. ¶ 11.) Marinov testified that Maoz knew that the company could violate franchise disclosure laws if it discussed franchise opportunities before the registration process was complete, and Mari-nov maintains that he did not discuss franchise sales until the company had, in fact, registered its Offering Prospectus. (See id. ¶ 20 (noting that “[a]t the time of discussing negotiating the UFOC and Franchise Agreement with ALOF, Maoz was at its very early stages of development in the United States, and planned only [tó] register[ ] its UFOC in California and New York. I was advised by counsel to avoid any discussions with any prospective franchisees regarding the offer or sale of franchises in any territory that required registration, where Maoz wasn’t otherwise registered. I strictly followed my attorney’s instructions.”).) The parties dispute when they first met to discuss the franchise. ALOF claims that the Wallises traveled to New York on September 18, 2006 — six months prior to the registration of the 2007 Offering Prospectus in California — to meet with Mari-nov to discuss opening a D.C. franchise; both David and Quinn Wallis aver as much. (See Aff. of David Wallis (“D. Wallis Aff.”), Ex. 1 to PL’s Mot., ECF No. 43-3, ¶ 2; Aff. of Quinn Wallis (“Q. Wallis Aff.”), Ex. 3 to Pl.’s Mot., ECF No. 43-5, ¶ 2.) In support of this assertion, David Wallis has produced round-trip Amtrak ticket stubs from D.C. to New York dated September 18, 2006, and a receipt for lunch annotated with Marinov’s name. (Amtrak Ticket Stub, Ex. 1 to D. Wallis Aff., ECF No. 43-3 at 4; Receipt, Ex. 2 to D. Wallis Aff., ECF No. 43-3 at 5.) There is no evidence in the record indicating that the Wallises requested a copy of Maoz’s Offering Prospectus either before or during the alleged September meeting, and the parties agree that Maoz did not provide the Wallises with a copy on or before September 18, 2006. (Q. Wallis Aff. ¶¶ 2-4.) In Defendant’s briefing on the pending motions, Maoz denies that any meeting at all took place in September of 2006. (See Def.’s Opp’n to ALOF’s Mot. for Summ. J. & Reply to ALOF’s Opp’n to Maoz’s Mot. for Summ. J. (“Def.’s Reply”), ECF No. 45, at 21 n. 18.) But at his deposition, Marinov stated that he did not remember whether he met with the Wallises that month or not: Q Do you recall meeting with Quinn and David Wallis on September 18, 2006 in New York City? A No. Q Do you contend that that didn’t happen? A I don’t remember. Q You’re denying that it happened? A I do not remember that I met them in September. Q So at this time, you can neither admit nor deny that you had that meeting in September? A That’s what I don’t remember. (Marinov Dep. at 76-77.) Moreover, the record contains emails between Quinn, Wallis and Marinov planning for a meeting in September. (See Summer 2006 Mari-nov Emails, Ex. 9 to Def.’s Mot., ECF No. 41-9, at 2-4 (Marinov writes in the email chain that the afternoon of September 18th would work best for him, and later confirms that “we are on for this coming Monday, September 18th at 4:30 PM in NYC”).) Although the September 2006 meeting is disputed, the parties do agree that Mari-nov met with the Wallises in New York on April 17, 2007. (See Marinov Aff. ¶ 15; Marinov Dep. at 77; Q. Walks Aff. ¶ 3.) The Wallises testified that the purpose of the April 2007 meeting with Marinov was “to discuss the [D.C.] franchise opportunity” that they had been contemplating. (Q. Wallis Aff. ¶ 3.) Maoz concedes that the meeting occurred, but insists that the purpose of the meeting was not to discuss a D.C. franchise; rather, it was simply to show the Wallises the New York restaurant. (Marinov Aff. ¶ 15; see also Def.’s Mot. at 45 (“The sole purpose of the April 17, 2007” meeting was for the Wallises to “view the operations of the Maoz corporate store in Union Square in New York City”).) According to Maoz, on the same day of that April 2007 meeting, Marinov sent the 2007 Offering Prospectus- — which by then had been registered in California — and a copy of the proposed Franchise Agreement by email to Quinn Wallis. (Def.’s Mot. at 12; see also Marinov Dep. at 76 (Marinov testifies that he “e-mailed the [offering prospectus] back in April 2007”).) In addition, Marinov kept an “Activity Log” — that is, a contemporaneous record of communications with prospective franchisees — that contains an entry indicating both that Quinn Wallis “got the [offering prospectus] — 4/17/2007” and that Marinov “was waiting to get the remarks from his lawyer about the franchise agreement.” (Activity Log, Ex. 35 to Def.’s Mot., ECF No. 41-35, at 2.) However, neither party has produced an email from Marinov to Quinn Wallis reflecting actual delivery of the Offering Prospectus or draft franchise agreement in April of 2007, and indeed, Quinn Wallis denies that he received the documents on April 17, 2007 — via email or otherwise — and avers that he received the Offering Prospectus for the first time by postal mail on June 6, 2007. (Q. Wallis Aff. ¶ 8-9.) According to an email dated June 6, 2007, Marinov sent “one copy” of an unspecified document to Quinn Wallis by mail. (See June 2007 Emails, Ex. 8 to Def.’s Mot., ECF No. 41-8, at 2.) The email does not provide further detail about the document that Marinov mailed, but ALOF contends that the “material” referenced in the email included the offering prospectus. (See ALOF’s Statement of Undisputed Facts ¶ 7, Pl.’s Mot. at 11.) In contrast, Marinov testified that the word “material” actually referred to a “marketing folder” (Marinov Dep. at 78) — a representation that is corroborated in an email dated June 25, 2007, in -which Marinov wrote that he was “mailing ... today another marketing brochure” along with a New York Post review of Maoz’s New York restaurant.- (June 2007 Emails at 3.) Maoz explains that the marketing brochure referred to in the June emails is a photo-filled advertising packet, not the Offering Prospectus. (Def.’s Mot. at 13; see Maoz Advertisement, Ex. 7 to Def.’s Mot., ECF No. 41-7, at 2-7.) There is no dispute that the Wallises were in receipt of the 2007 Offering Prospectus and a copy of the potential Franchise Agreement as of June 2007 (whether Marinov had provided those materials in April or later), and at that time, the parties- assisted by counsel-entered franchise negotiations. (See June 28, 2007 Mem. from Bryan Brewer (“Brewer Mem.”), Ex. 10 to Def.’s Mot., ECF No. 41-10, at 2.) During the course of these negotiations, Maoz specifically rejected ALOF’s request to include an option to open a franchise in Maryland, noting that Maoz had “no current plans to file the [offering prospectus] in Virginia and Maryland” and no interest in opening franchises in either of those states for the time being. (Shelowitz Deck in Supp. of Reargument or Reconsideration (“Shelowitz Deck”), Ex. 12 to Def.’s Mot., ECF No. 41-12, ¶¶ 15-16.) Furthermore, Marinov testified that he had understood throughout the franchise negotiations that the potential franchise was going to be in the District of Columbia, and he reported believing that the Wallises’ business was also based there. (Marinov Aff. ¶¶ 11-14.) According to Marinov, Quinn Wallis “always spoke solely of launching the Maoz concept in Washington, D.C.” and mentioned that he “was born and raised” and lived in Washington, D.C. (Id. ¶¶ 13, 16.) In a similar vein, Marinov reported that David Wallis also said that his business and family reputation were based in Washington, D.C. (Id. ¶ 14.) Be that as it may, the Wallises officially formed ALOF as a Delaware limited liability company on May 25, 2007 (see ALOF Certificate of Formation, Ex. 2 to Def.’s Mot., ECF No. 41-2, at 3), and in an email in early June of 2007, Quinn Wallis nformed Marinov that his “mailing address for any material” regarding the franchise negotiations was an address in Chevy Chase, Maryland (see June 2007 Emails, at 2). Indeed, despite Marinov’s professed understanding that the locus of the Wallis-es’ business concern was in Washington, D.C., he mailed the aforementioned “materials” to Quinn Wallis at his Chevy Chase, Maryland address. (See id.). 3. Execution Of The Franchise Agreement The parties officially executed the Franchise Agreement on August 27, 2007. (See Franchise Agreement, Ex. 13 to. Def.’s Mot., ECF No. 41-13, at 49-52.) The first paragraph of the agreement listed ALOF’s principal address in Chevy Chase, Maryland. (Id. at 7.) In addition to signing the agreement, Quinn Wallis signed a “Franchisee Disclosure Questionnaire,” in which he acknowledged reviewing and understanding both the Franchise Agreement and the Offering Prospectus in full. (See Franchisee Disclosure Questionnaire, Ex. 27 to Def.’s Mot., ECF No. 41-27, at 2-5.) Quinn Walks also certified that no “employee or other person speaking on [Maoz’s] behalf made any statement or promise concerning the revenues, profits or operating costs of a MAOZ VEGETARIAN Unit that [Maoz] or [its] franchisees operate[,]” or any statements or promises contrary to the information in the Offering Prospectus or “concerning the likelihood of success that [ALOF] should or might expect to achieve” from operating a franchise. (Id. at 3.) Later that day, Quinn. Wallis mailed the signed agreement from Chevy Chase, Maryland, to Marinov’s New York office (see FedEx Airbill, Ex. 7 to Pl.’s Mem., ECF No. 43-9, at 2), and paid . Maoz the $15,000 franchise fee (see Franchise Fee Check, Ex. 12 to Def.’s Mot., ECF No. 43-14, at 2.). This D.C. franchise was Maoz’s first restaurant franchise in the United States. (Aff. of Yair Marinov (“Marinov Aff. II”), Ex. 28 to Def.’s Mot., ECF No. 41-28, ¶ 5.) It is undisputed that on August 27, 2007, when the parties executed the Franchise Agreement, Maoz had not registered with the relevant authorities in the state of New York or in Maryland. And although Maoz had applied to register its Offering Prospectus in New York on June 6, 2007, its registration was not approved until September 4, 2007. (See Letter of N.Y. State Inv. Prot. Bureau, Franchise Section, Ex. 8 to Pl.’s Mot., ECF No. 43-10, at 2.) 4. ALOF Takes Steps To Open Its Franchise ALOF did not open its Maoz Vegetarian Restaurant franchise until November 2009 — more than two years after executing the Franchise Agreement. (Marinov Dep. at 109.) The record suggests several reasons for this delay. First, ALOF spent some of that time laying a foundation for the business. For example, in the fall of 2007, ALOF hired an accounting firm to project ALOF’s earnings for the first five years of operation. (See ALOF Five Year Projected Financial Stmts., Ex. 26 to Def.’s Mot., ECF No. 41-26, at 4-16.) ALOF also actively sought additional investors. (See ALOF’s Maoz Powerpoint, Ex. 25 to Def.’s Mot., ECF No. 41-25, at 14 (seeking investments); Private Placement Mem. (“PPM”), Ex. 37 to Def.’s Mot., ECF No. 41-37; Marinov Dep. at 109-110 (explaining that the Wallises were “raising money from other investors who would ultimately become members” of ALOF).) In a presentation to potential investors, ALOF anticipated build-out costs of $375,000 for each franchise location — over $100,000 more than the estimate Maoz had provided in the 2007 Offering Prospectus. (Power-point at 13.) ALOF also identified the risks associated with the venture, noting that its “operations are subject to all of the risks inherent in the growth of a new business enterprise ... including the uncertainties of market acceptance, competition, cost increases, inability to manage growth effectively and delays in achieving business objectives.” (PPM at 19.) It also took nearly a year for ALOF to find a retail space. ALOF ultimately decided on a basement-level unit in a townhouse (see Email from Architect, Ex. 14 to Def.’s Mot., ECF No. 41-14, at 3), a location about which Maoz expressed serious concerns (see Emails, Exs. 14-16 to Def.’s Mot., ECF Nos. 14-16.). But Maoz left “the final decision” of. signing the lease to the Wallises, given their familiarity with the local market and their confidence about the franchise’s success. (Email, Ex. 15 to Def.’s Mot., at 2.) ALOF signed the lease on October 31, 2008. (See Confirmation of Commencement of Lease, Ex. 22 to Def.’s Mot., ECF No. 41-22, at 2.) During the period in which ALOF was searching for a location for its franchise, Maoz updated the cost estimates in its Offering Prospectus based on information gathered from the New York corporate store and ALOF’s D.C. franchise. (Mari-nov Dep. at 46.) The 2008 Offering Prospectus reflected substantially higher costs than the 2007 Offering Prospectus, estimating a range between $282,000 to $494,500. (2008 Offering Prospectus,- Ex. 24 to Def.’s Mot., ECF No. 41-24, at 3,11.) According to Marinov, these increased costs were based, in part, on a change in design for the U.S. franchises, which involved more expensive materials and improved kitchen equipment. (Marinov Dep. at 42^9.) Marinov also testified that these new numbers were based on information gathered after Maoz had opened other stores in the U.S.: [W]e took the numbers that we had from Philly and from the European stores. We did the New York store and later on, after we had, got the experience and we got more, we talked to people and we had more information about the costs in the U.S., we have updated the [Offering Prospectus] with the new costs. (Id. at 45.) It is undisputed that Maoz never shared the 2008 Offering Prospectus with ALOF. (Q. Wallis Aff. ¶ 14; Marinov Dep. at 140.) According to Quinn Wallis, if Maoz had shared the 2008 Offering Prospectus, ALOF would not have signed the lease and would not have moved forward with the franchise project. (Id. ¶ 15.) But ALOF did sign the lease, and completing the build-out of the location proved more costly than the Wallises had imagined based on problems associated with the specific location ALOF had chosen, including the need to obtain a historic building permit and issues with the landlord. (See, e.g., Emails Regarding Location Problems, Exs. 19-20 to Def.’s Mot., ECF Nos. 19-20.) In fact, ALOF ended up spending $637,203 in initial investments — approximately $360,000 more than the high end of the range estimated in the 2007 Offering Prospectus, and $140,000 more than the high end of the increased range reflected in the 2008 Offering Prospectus. (See Q. Wallis Aff. ¶21; 2007 UFOC at 3; 2008 UFOC at 3.) ALOF’s D.C. franchise restaurant finally opened in November of 2009 (see Def.’s Mot. at 9-10), but it closed after slightly more than two years of operation, in Janu-ary of 2012. According to Quinn Wallis, ALOF sustained net operating losses of $271,633, bringing Plaintiffs total out-of-pocket expenditures on their venture to $908,836. (Q. Wallis Aff. ¶ 21.) The month after the franchise folded, ALOF registered as a foreign company doing business in the State of Maryland. (See Letter of State of Maryland Dep’t of Assessments & Taxation, Ex. 9 to PL’s Mot., ECF No. 43-11, at 2 (ALOF filed an application to register on February 29, 2012, paying the $100 recording fee, the $50 expedited fee, and a $200 penalty).) C. Procedural History 1. ALOF Files Suit In The District Of Maryland On August 25, 2010, ALOF filed the instant three-count complaint in federal court in the District of Maryland. (See Am. Compl., ECF No. 6.) In Count I, ALOF alleges that Maoz violated the Maryland Franchise Registration and Disclosure Law, Md.Code, Bus. Reg. §§ 14-201-14-232, by failing to register its offering prospectus, failing to disclose its offering prospectus in a timely fashion, and making statements in the offering prospectus that misrepresented start-up costs and disclaimed any earnings statements. (Id. ¶¶ 22-30.) In Count II, ALOF alleges that Maoz violated the New York Franchise Sales Act, N.Y. Gen. Bus. L. §§ 680-685, for the very same reasons. (Id. ¶¶ 31-38.) ALOF seeks $900,000 in compensatory damages for these statutory violations. (Id. ¶¶ 30(b), 38(b).) In Count III, ALOF alleges that Maoz’s start-up cost estimates and disclaimer of earnings statements constituted common law fraud. (Id. ¶¶ 39-49). ALOF seeks the same $900,000 in compensatory damages as well as $1.8 million in punitive damages for these alleged violations. (Id. ¶ 49). After discovery, the parties filed cross-motions for summary judgment. (Def.’s Mot.; Pl.’s Mot.) The Maryland federal court held a hearing on the motions (see Minute Entry of Proceedings held on June 18, 2012, ECF No. 51), then, on June 28, 2012, granted in part Defendant’s motion for summary judgment on the ground that the court lacked personal jurisdiction over Maoz given the lack of a “substantial connection” between Maoz and the state of Maryland. A Love of Food I, LLC v. Maoz Vegetarian USA, Inc., 870 F.Supp.2d 415, 425 (D.Md.2012). Because the court found it had no jurisdiction to assess the merits of the claims, it denied as moot the remainder of the parties’ motions. Id. at 426(“[T]his ruling does not address the merits of ALOF’s case, and all issues involving the merits may be re-raised by both parties in the transferee court.”). The court then transferred this case to the District of Columbia, where the parties had stipulated that personal jurisdiction over Maoz is proper. Id. 2. Litigation Commences In The District Of Columbia The matter was assigned to this Court in April of 2013. (See Minute Entry of April 9, 2013.) The parties renewed their cross-motions for summary judgment (Status Report, ECF No. 64, at 2), and this Court directed the parties 'to file supplemental briefing to update the case citations in their year-old motions and to provide any relevant D.C. law. (Minute Order of June 10, 2013.) Neither party provided additional authority. (See Pl.’s Suppl. Mem., ECF No. 67; Def.’s Suppl. Mem., ECF No. 68.) This Court subsequently held a hearing on the cross-motions (Minute Order of August 16, 2013), and, at the conclusion of the hearing, took the motions under advisement. II. LEGAL STANDARDS A. Summary Judgment Standard Federal Rule of Civil Procedure 56 makes clear that summary judgment is appropriate only if there is “no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). The Court’s role in deciding a summary judgment motion is not to “determine the truth of the matter, but instead decide only whether there is a genuine issue- [of material fact] for trial.” Barnett v. PA Consulting Grp., Inc., 715 F.3d 354, 358 (D.C.Cir.2013) (internal quotation marks and citation omitted). “A fact is material if it ‘might affect the outcome of the suit under the governing law,’ and a dispute about a material fact is genuine ‘if the evidence is such that a reasonable jury could return a verdict for the non-moving party.’ ” Steele v. Schafer, 535 F.3d 689, 692 (D.C.Cir.2008) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). In determining whether there is a genuine dispute about a material fact, the court must view the evidence in the light most favorable to the non-moving party and draw all reasonable inferences in that party’s favor. See, e.g., Grosdidier v. Broad. Bd. of Governors, Chairman, 709 F.3d 19, 23-24 (D.C.Cir.2013); see also Wiley v. Glassman, 511 F.3d 151, 155 (D.C.Cir.2007). The moving party may successfully support its motion by identifying those portions of the record that it believes demonstrate the absence of a genuine dispute of material fact. Fed.R.Civ.P. 56(c)(1)(A). The non-moving party must show more than “[t]he mere existence of a scintilla of evidence in support of’ his position; rather, “there must be evidence on which the jury could reasonably find for the [non-moving party].” Anderson, 477 U.S. at 252, 106 S.Ct. 2505. Further, the non-moving party “may not rest upon mere allegations or denials of his pleading but must present affirmative evidence showing a genuine issue for trial.” Laningham v. U.S. Navy, 813 F.2d 1236, 1241 (D.C.Cir.1987) (internal quotation marks omitted). “The rule governing cross-motions for summary judgment ... is that neither party waives the right to a full trial on the merits by filing its own motion; each side concedes that no material facts are at issue only for the purposes of its own motion.” Sherwood v. Wash. Post, 871 F.2d 1144, 1188 n. 4 (D.C.Cir.1989) (alteration in original) (citation omitted). “In assessing each party’s motion, [a]ll underlying facts and inferences are analyzed in the light most favorable to the non-moving party.” Vaughan v. Amtrak, 892 F.Supp.2d 84, 91-92 (D.D.C.2012) (internal quotation marks and citation omitted)).. B. Heightened Standard For Fraud Claims A heightened standard applies on summary judgment motions pertaining to fraud claims: in such cases, the plaintiff must present sufficient evidence to demonstrate a prima facie case of fraud by clear and convincing evidence. See, e.g., Hughes v. Abell, 867 F.Supp.2d 76, 92 (D.D.C.2012); Zirintusa v. Whitaker, 674 F.Supp.2d 1, 8 (D.D.C.2009). Courts are hesitant to grant summary judgment in fraud cases, especially when fact issues turn on the defendant’s testimony, because a jury is better-suited to making credibility determinations. See Zirintusa, 674 F.Supp.2d at 8 (citing ABB Daimler-Benz Transp. (N. Am.), Inc. v. Nat'l R.R. Passenger Corp., 14 F.Supp.2d 75, 86 (D.D.C.1998)). Courts are similarly hesitant to resolve at summary judgment issues of a party’s motive or intent — -such as intent to defraud; consequently, these issues are generally reserved for trial. See, e.g., Weidel v. Ashcroft, 234 F.Supp.2d 5, 8 n. 4 (D.D.C.2002) (collecting cases). III. DISCUSSION Plaintiff ALOF alleges that Defendant Maoz violated the Maryland and New York franchise statutes when it (Í) failed to register its Offering Prospectus with the relevant state authorities; (2) failed to disclose the Offering Prospectus to ALOF in a timely manner; (3) disclaimed making any earnings statements in the Offering Prospectus; and (4) misrepresented initial start-up expenses in the Offering Prospectus. Plaintiff ALOF also alleges that Defendant Maoz committed common law fraud by knowingly providing false estimated start-up expenses in the offering prospectus. The Court will address the state franchise law claims first and then turn to the common law fraud claim. A. The Maryland And New York State Franchise Laws Apply As a threshold matter, the parties dispute whether the Maryland and New York Franchise Sales Acts apply to their relationship. For the reasons discussed below, this Court concludes that they do. 1. The Maryland Franchise Registration And Disclosure Law By its text, the Maryland Franchise Registration and Disclosure Law (“MFRDL”) applies whenever (i) the offer-ee or franchisee is a resident of Maryland; (ii) the franchised business will operate in Maryland; (iii) the offer to sell is made in Maryland; or (iv) the offer to buy is accepted in Maryland. Md.Code, Bus-. Reg., § 14-203(a)(2)(i)-(iv). Maoz maintains that none of these jurisdictional hooks attaches to the relationship between Maoz and ALOF (Def.’s Mot. at 53-54), while ALOF argues that the Wallises’ residence in Maryland renders the MFRDL applicable under § 14-203(a)(2)(i) (see PL’s Mem. at 33). A Maryland resident is an entity whose principal place of business is in the state. See Joe Shifflett; Inc. v. Prop. & Cas. Ins. Guar. Corp., 77 Md.App. 706, 551 A.2d 913, 914 n. 1 (Ct. of Special App. Md.1989) (“[A] corporation or entity [such as an LLC] whose principal place of business is in this State is a resident within the meaning of the Code.” (citing Md. Ann. Code. Art. 48A § 505(h)(2) (1985))); accord 28 U.S.C. § 1332; cf. Choice Hotels Int’l, Inc. v. Madison Three, Inc., 23 F.Supp.2d 617, 620 (D.Md.1998) (Franchisee, a Massachusetts corporation, was subject to personal jurisdiction in Maryland for purposes of franchisor’s suit alleging breach of franchise agreement, where Maryland was franchisor’s principal place of business). A company’s principal place of business is where its officers direct, control, and coordinate the company’s activities — i.e., its “nerve center.” See Hertz Corp. v. Friend, 559 U.S. 77, 93-96, 130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010). Here, the record evidence demonstrates that during the franchise negotiations, ALOF’s principal place of business was in Chevy Chase, Maryland. (PL’s Mot. at 33.) By all accounts, Maryland is 'where the Wallises directed, controlled, and coordinated ALOF’s activities: before ALOF opened its D.C. franchise location, the Wallises instructed Maoz to forward all correspondence to an address in Maryland and the Franchise Agreement itself listed the company’s Maryland address. These factors point toward the conclusion that the state of Maryland was ALOF’s principal place of business during the course of franchise negotiations and execution of the contract, see Hertz Corp., 559 U.S. at 93-96, 130 S.Ct. 1181, which in turns renders ALOF a Maryland resident, see Joe ShiffZett, Inc., 551 A.2d at 914 n.1. Thus, the MFRDL applies pursuant to § 14 — 203(a)(2)(i). Maoz’s arguments to the contrary are unpersuasive. First, Maoz argues that ALOF is barred from bringing suit under the Maryland statute because ALOF failed to register as a foreign LLC in Maryland. (Def.’s Mot. at 19-24.) Maoz is correct that, in Maryland, a foreign LLC must register by filing an application with the state and paying a registration fee. Md. Code Ann., Corps. & Ass’ns § 4A-1002. When a foreign LLC doing business in Maryland fails to comply with these statutory requirements, it is barred from “maintaining] suit” in Maryland unless it (1) pays a penalty, (2) complies with the registration requirements, or (3) no longer does business in the state. Id. § 4A1007(a). However, ALOF is not maintaining suit in Maryland in the instant context, and § 4A-1002 does not govern lawsuits in the District of Columbia. Moreover, even if ALOF were seeking to maintain this lawsuit in Maryland, ALOF cured any registration defect prior to filing suit by registering and paying a penalty in accordance with § 4A1007(a)(l). (See ALOF MD Registration, Ex. 10 to PL’s Mot., ECF No. 43-12.) Thus, Maoz’s registration argument fails as a matter of law. Second, Maoz contends that the MFRDL cannot apply because ALOF did not become a formal legal entity until May of 2007. (Def.’s Reply at 14 (“Sec.14-208(a)(2) (i) cannot be held to apply, since ALOF was not yet formed or in existence at the time of offer in April, 2007. ALOF was not formed until May 25, 2007.” (emphasis in original)).) However, the text of § 14-203(a)(2)(i) clearly indicates that the Maryland Law applies when the “franchisee” is a resident of the state, and it is beyond dispute that ALOF was “formed” and “in existence” when it became a “fram chisee” — ie., at the time the parties entered the franchise agreement, which occurred in August of 2007. (See ALOF’s Statement of Undisputed Facts ¶¶ 8-9; Franchise Agreement at 2.) Moreover, Quinn Wallis — a Maryland resident— signed the agreement, and when a resident of a state signs a franchise agreement, courts have concluded that the franchise act of the state of residence applies. Cf. Motor City Bagels, LLC v. Am. Bagel Co., 50 F.Supp.2d 460, 468 n. 5 (D.Md.1999) (noting that the Indiana Franchise Act applied to a franchise agreement where a resident of Indiana signed the agreement). Third and finally, Maoz argues that it would be “unconscionable” to apply the MFRDL to this case because neither Mar-inov nor anyone else at Maoz knew of ALOF’s Maryland residence. (See Def.’s Reply at 18.) But the record belies this contention: by the time the parties entered the Franchise Agreement, Marinov had mailed documents to Quinn Wallis at a Maryland address — an address that ■ was also listed on the franchise agreement that Maoz reviewed and signed. (See June 2007 Emails at 2-3; FedEx Airbill at 2; Franchise Agreement at 49-52.) Maoz had every opportunity to avoid application of the MFRDL by raising this issue before executing the Franchise Agreement and moving forward on a contract with Maryland-based ALOF, and having proceeded without lodging any such objection, there is nothing unfair about Maoz-being held to Maryland franchise act law standards now. For all these reasons, this Court concludes that the MFRDL applies to the franchise agreement between ALOF and Maoz. 2. The New York Franchise Sales Act The New York Franchise Sales Act (“NYFSA”) applies to offers to sell that are made in New York. See N.Y. Gen. Bus. Law § 683(1) (“It shall be unlawful and prohibited for any person to offer to sell or sell in this state any franchise unless and until there shall have been registered with the department of law, prior to such offer or sale, a written statement to be known as an ‘offering prospectus’”); see also JM Vidal, Inc. v. Texdis USA, Inc., 764 F.Supp.2d 599, 616 (S.D.N.Y.2011) (“By its terms, the NYFSA applies only when a person offers or sells a franchise in the State of New York.” (citing N.Y. Gen. Bus. Law § 683(1)). And it is well established that “[a]n offer to sell is made in [New York] when the offer ... originated from [New York].” N.Y. Gen. Bus. Law § 681(12)(b) (emphasis added); see also Paul Kaufmann, Practice Commentaries, N.Y. Gen. Bus. L. Ch. 20, Art. 33, Refs. & Annos. (2013) (noting that New York state’s position is that the statute applies to all offers “emanating from New York”). The purpose of these requirements is clear: the NYFSA applies “only to specific transactions solicited or accepted in New York, or affecting New York.” JM Vidal, 764 F.Supp.2d at 616 (quoting Century Pac. Inc. v. Hilton Hotels Corp., No. 03-cv-8258, 2004 WL 868211, at *5 (S.D.N.Y. Apr. 21, 2004)); Mon-Shore Mgmt., Inc. v. Family Media, Inc., 584 F.Supp. 186, 191 (S.D.N.Y.1984). Maoz’s offer to sell “originated from” New York for the purposes of section 681(1) because, by Defendant’s own admission, Marinov “emailed the [offering prospectus], including the Franchise Agreement, from [his] ojfice in New York, to Quinn [Wallis].” (Marinov Aff. ¶21 (emphasis added).) Mailing the offering prospectus and proposed franchise agreement constitutes an offer. See Kowalchuk v. Stroup, 61 A.D.3d 118, 121, 873 N.Y.S.2d 43 (2009) (holding that a contract was formed where one party sent an offer via email); cf. Reed v. Oakley, 172 Misc.2d 655, 661 N.Y.S.2d 757, 759 (“[The NYFSA] is to be liberally construed to provide the protection intended by the legislature^]”). Thus, the offer at issue here originated from New York, and the NYFSA applies. See N.Y. Gen. Bus. Law § 683(1) Defendant Maoz argues nevertheless that the NYFSA does not apply because “no part of the [franchise] transaction occurred in New York.” (Def.’s Mot. at 49-50.) Specifically, Maoz argues that the offer did not “originate! ] from” New York because Marinov did not send the offering prospectus by mail from New York, but rather emailed it, and from Maoz’s perspective, Marinov “could have been in Israel, or in New Jersey, or on a flight over the Atlantic when the ‘offer was made.’ ” (Id. at 41.) However, Marinov’s own affidavit contradicts Maoz’s speculation; Mar-inov stated that he was in New York when he sent the offering prospectus and proposed franchise agreement to Quinn Wallis; not in Israel or in New Jersey or on a transatlantic flight. (Def.’s Ex. 4, Marinov Aff. ¶ 21) The undisputed evidence here confirms that the franchise offer did, in fact, originate from New York, and thus, the NYFSA applies. See, e.g., Kowalchuk, 61 A.D. at 121, 70 N.Y.S. 457. B. Both Parties’ Motions For Summary Judgment Must Be Granted In Part And Denied In Part With Respect To The Alleged Violations Of State Franchise Law Having determined that both the Maryland and New York state franchise laws apply, this Court now turns to ALOF’s claims under these statutes. As noted above, state franchise statutes typically incorporate the requirements of the FTC’s Franchise Rule, including its mandates regarding registration of the franchise offering prospectus and the timing and circumstances under which that prospectus must be provided to potential purchasers. The specific requirements of Maryland and New York state franchise law regarding registration, disclosure of the offering prospectus, and material misrepresentation are pertinent to ALOF’s claims in this case, and this Court pauses to summarize them now. First, with respect to registration, both Maryland and New York state law require a franchisor to register its offering prospectus with the state before the franchisor offers to sell or sells a franchise in that state. See Md.Code, Bus. Reg. § 14-214(a); N.Y. Gen. Bus. L. § 683(1). However, New York law provides an exception to the registration requirement if a single franchise is sold in response to an offer that was made to two or fewer people. See N.Y. Gen. Bus. L. § 684(3)(c). Second, with respect to disclosure, both state statutes require franchisors to disclose the offering prospectus to franchisees before the sale of the franchise is made. Specifically, Maryland requires franchisors to provide prospective franchisees with a copy of the offering prospectus and proposed franchise agreement at the earlier of two weeks before the execution of the franchise agreement, two weeks before payment of any consideration is paid, or upon a franchisee’s reasonable request for the document. See Md.Code, Bus. Reg. § 14-223. However, in New York, a franchisor must disclose its offering prospectus and proposed franchise agreement to the franchisee at the first meeting of the parties, or at least ten days before the payment of any consideration- — whichever is earlier. See N.Y. Gen. Bus. L. § 683(8). Also, New York provides a private cause of action for the selling of a franchise without timely disclosure of the offering prospectus where Maryland does not. See N.Y. Gen. Bus. L. § 683; 691(1). Third and finally, Maryland and New York statutorily prohibit material misrepresentations in connection with offers to sell a franchise. See Md.Code, Bus. Reg. § 14-227; N.Y. Gen. Bus. L. §§ 681, 687. These statutory provisions are similar to common law fraud claims. And, as relevant here, the Maryland and New York statutory fraud provisions are substantially identical. ALOF maintains that there is no genuine issue of material fact regarding Maoz’s violation of the registration, notice, and false statements provisions of the Maryland and New York franchise statutes. (Am. Compl. ¶ 30 (MFRDL violations); id. ¶ 38 (N.Y.FSA violations).) For its part, Maoz relies primarily on the contention that Maryland and New York state franchise law are inapplicable (an argument that this Court has now rejected), and also maintains that it provided a timely copy - of the Offering Prospectus to ALOF. (See Def.’s Mot. at 53-54 (MFRDL does not apply), 48-50 (N.Y.FSA does not apply), 54-55 (timely disclosure under MFRDL), 44-46 (timely disclosure under NYFSA).) In regards to ALOF’s fraud claims, Maoz argues that the statements in the Offering Prospectus were true when made, Maoz did not intend to defraud ALOF, and ALOF was not entitled to rely on Maoz’s cost estimates. (See Def.’s Mot. at 24-40.) This Court has considered each of Plaintiffs and Defendant’s allegations and arguments in the context of each state’s franchise law, accepting some and rejecting others, as explained below. 1. Claimed Violations Of Maryland’s Franchise Statute In Count I of the Complaint, Plaintiff ALOF alleges that Defendant Maoz violated the MFRDL in a variety of ways: (1) by failing to register its Offering Prospectus with the relevant Maryland authority; (2) by failing to disclose the Offering Prospectus to ALOF in a timely manner; and (3) by making an untrue statement of material fact regarding start-up expenses in the Offering Prospectus and an unlawful earnings claim. (Am.Compl.lffl 22-30.) a. Failure To Register The Offering Prospectus Plaintiff ALOF contends that Defendant Maoz failed to comply with section 14-214 of the MFRDL (Pl.’s Mot. at 30), which requires a franchisor to register its offering prospectus with the state before the franchisor “offers to sell ... or sells the franchise in the State,” Md.Code, Bus. Reg. § 14-214(a). Maoz concedes that it never registered its offering prospectus in Maryland (see ALOF’s Statement of Undisputed Facts ¶ 12; Def.’s Reply at 14-15), but argues that it had no obligation to register in Maryland because Maryland franchise law is inapposite (a proposition that this Court has already considered and rejected) (see Def.’s Mot. at 53-54; Def.’s Reply at 14-15.). Notably, Maoz’s registration argument turns in part on the timing of its offer in relation to the formation of ALOF; that is, Maoz insists that Maryland’s registration requirement did not apply because ALOF was not formed and had not yet registered to transact business in Maryland when Maoz made the franchise offer. (Def.’s Reply at 14-15 (“[The MFRDL] cannot be held to apply, since ALOF was not yet formed or in existence at the time of the offer in April, 2007. ALOF was not formed until May 25, 2007”).) But the Maryland statute requires registration of an offering prospectus not only before the offer to sell but also before the sale itself. See Md.Code, Bus. Reg., § 14-227(a) (requiring franchise to register its offering prospectus with the state before the franchisor “offers, to sell ... or sells the franchise in the state). This means that any argument that is based on the timing of ALOF’s formation relative to Maoz’s registration obligation is unavailing. Put another way, although the parties here dispute whether ALOF was in formal existence when Maoz made the offer to sell the franchise (compare Marinov Dep. at 82-84; Activity Log at 2 (stating the offering prospectus and draft franchise agreement were sent via email in April 2007) and Q. Wallis Aff. ¶ 8-9 (stating that the offering prospectus and draft franchise agreement were received for the first time in June 2007) with ALOF Certificate of Formation (showing that ALOF was officially formed in May 2007)), there is no dispute that ALOF was in existence when the parties actually executed the Franchise Agreement. (See ALOF Certificate of Formation (showing that ALOF was officially formed in May 2007); Franchise Agreement at 49-52 (showing that the parties executed the Franchise Agreement on August 27, 2007).). Consequently, whatever the status of ALOF at the time of the offer, Maoz sold a franchise to a fully-formed ALOF entity without having registered its offering prospectus in the state of Maryland, and thus, it violated Maryland’s registration requirement. This Court also notes that the limited statutory exceptions to Maryland’s registration requirement do not appear to apply. See Md.Code, Bus. Reg., § 14-214(b)(c). For example, the exceptions include “any [ ] transaction that the Commissioner exempts by regulation” because it is “not within the purpose” of the law and registration “is not necessary or appropriate in the public interest or for the protection of investors.” Id. § 14 — 214(b)(1)—(3). While Maoz might have had an argument that registration was not “necessary or appropriate in the public interest” under the circumstances here, Md.Code, Bus. Reg., § 14 — 214(b)(3)(ii), only the Securities Commissioner of the Maryland Office of the Attorney General — not this CourL-has statutory authority to grant such an exemption. See id.-, see also id. § 14-201(d). Accordingly, this Court concludes that, because-Maoz did not register its offering prospectus in Maryland before selling a franchise in Maryland and no statutory exception applies, Maoz is civilly liable to ALOF for the failure to register prior to selling a franchise as Maryland law requires, and as a result, ALOF may seek “to recover damages sustained by the grant of the franchise.” See Md.Code, Bus. Reg., § 14-227(a)-(b); see also Three M Enters., Inc. v. Tex. D.A.R. Enters., Inc., 368 F.Supp.2d 450, 460 (D.Md.2005). Courts assessing analogous state franchise registration requirements have found that a franchisee must demonstrate that a franchisor’s failure to register caused the harm that the franchisee sustained in order to be entitled to money damages for registration violations. See, e.g., Long John Silver’s Inc. v. Nickleson, 923 F.Supp.2d 1004, 1014 (W.D.Ky.2013) (noting that a franchisee must prove causation to be entitled to damages for a franchisor’s violation of the disclosure requirement in the Minnesota franchise act); BMW Co., Inc. v. Workbench, Inc., No. 86-4200, 1988 WL 45594, at *2 (S.D.N.Y. Apr. 29, 1988) (granting summary judgment to defendant on plaintiff franchisee’s disclosure claims because plaintiff had not proven that the failure to disclose the prospectus caused damages); Dunkin’ Donuts, Inc. v. HWT Assocs., Inc., 181 A.D.2d 711, 581 N.Y.S.2d 363, 364 (1992) (affirming summary judgment for the franchisor on franchisee’s disclosure claim where the franchisee had failed to establish that nondisclosure caused damages). Here, ALOF has not pointed to any evidence that connects Maoz’s failure to register its offering prospectus in Maryland to ALOF’s business losses, and indeed, the record suggests that Maoz’s failure to register was generally harmless. For example, it is clear on this record that ALOF was aware of the information in the Offering Prospectus even though Maoz had not registered the document. (See Marinov Dep. at 75-76; Q. Wallis Aff. ¶ 9.) Moreover, it appears that ALOF did not actually rely on statements in the Offering Prospectus regarding such matters as anticipated expenditures because ALOF generated its own figures, which were more than $100,000 higher than the estimates in Maoz’s Offering Prospectus. (Compare Powerpoint at 13 (the Wallises anticipating build-out costs of $375,000 for each franchise location in a presentation to potential investors) with 2007 Offering Prospectus at 10 (Maoz estimating initial investment and expenses for the first three months of operation to be between $149,000 and $269,000).) What is more, the evidence points to the conclusion that ALOF’s losses are largely, if not entirely, attributable to ALOF’s own conduct. For example, Maoz did not approve of the franchise location that ALOF chose (see Emails, Exs. 14-16 to Def.’s Mot., EOF Nos. 14-16), and ALOF lost substantial sums on historic building permit problems, issues with the landlord, and architectural problems with converting the space to a restaurant layout (see, e.g., Emails Regarding Location Problems, Exs. 19-20 to Def.’s Mot., EOF Nos. 41-19, 41-20). Likewise, Marinov told ALOF that the buildout costs would likely be higher than those listed in the 2007 Offering Prospectus before the Wallises signed the lease on that property. (See Marinov Dep. at 141 (“[Bjefore he signed the lease ... I told him that we had figured out that the costs are higher.”); Def.’s Mot at 33-34; cf. Powerpoint at 13 (listing ALOF anticipated build-out costs at $375,000 for each franchise location — over $100,000 more than the estimate Maoz had provided in the 2007 Offering Prospectus).) Thus, even if ALOF could mount the causation hurdle to some degree, ALOF’s clear contribution to the losses it sustained should preclude it from recovering the majority of its requested consequential damages. Cf. Dollar Systs., Inc. v. Avcar Leasing Syst., Inc., 673 F.Supp. 1493, 1504 (C.D.Cal.1987) (withholding compensatory dama