Full opinion text
OPINION MOTZ, Chief Judge. The plaintiffs in this multidistrict litigation ease are current and former Honda dealers seeking recovery for losses suffered as the result of fraudulent schemes involving the sale and distribution of Honda and Acura automobiles during the 1980’s and early 1990’s. The four core defendant groups are: (1) American Honda Motor Co., Inc. and Honda North America, Inc., the domestic companies responsible for the distribution of Honda and Acura automobiles to dealers; (2) Honda Motor Company, Ltd., a Japanese company and the corporate parent of the domestic Honda entities (“Honda Japan”); (3) a number of current and former Honda dealers, including Richard Brooks, Dah Chong Hong Ltd, and affiliated entities, Peter Epsteen, Joseph Hendrick, Henry Khachaturian and Mid-Peninsula Motors, the estate of Martin Lustgarten, Cliff Peck, John Rosati, and WESH, Inc.; and (4) Lyon & Lyon, American Honda’s law firm. Four “representative” complaints have been filed. The Borman eomplaint is the central complaint in this case. It has been individually brought by a handful of dealers, including Borman Motor, a New Mexico dealer. It also seeks relief on behalf of a broad class of plaintiff dealers, although plaintiffs have not yet sought class certification. Borman asserts claims against all of the defendants, including American Honda, Honda Japan, a number of dealers, a number of current and former Honda executives, and Lyon & Lyon. The complaint alleges a number of illegal acts involving these defendants, including: • that Honda wrongfully misallocated cars on the basis of 'bribes paid by dealers (the “misallocation scheme”) • that Honda pressured dealers to participate in sales training seminars offered by a vendor that paid kickbacks to Honda executives (the “sales training scheme”) • that Honda pressured dealers to participate in group advertising activities provided by an advertising firm that paid kickbacks to Honda executives (the “dealer ad group scheme”) • that Honda awarded “Letters of Intent” for new dealerships on the basis of bribes and kickbacks • that Honda executives, prompted by attorneys at Lyon & Lyon, committed perjury, tampered with witnesses and otherwise obstructed criminal investigations of Honda that took place in the early 1990’s .•that Honda falsified tax records to cover up the bribery activities of executives Borman asserts a total of 19 counts. Of these, ten are federal claims: Counts 1-k: RICO §§ 1962(a)-(d) against “all defendants” Counts 5-6: RICO §§ 1962(c), (d) against Lyon & Lyon Count 7: Dealers Day in Court Act against the Honda entities Count 8: Robinson-Patman § 2(c)- against “all defendants” ' Count 9: Sherman Act § 1 against “all defendants” Count 10: Sherman Act § 2 against the Honda entities The remaining claims are for common law fraud, negligence, breach of contract, tortious interference and conspiracy. Breakaway is a complaint filed by a South Carolina dealer, Breakaway Honda. . Unlike Borman, this complaint names only two sets of defendants: (1) individuals. and entities affiliated with Joseph “Rick” Hendrick, a South Carolina dealer (Hendrick); and (2) the Honda defendants. Breakaway otherwise .mirrors Borman. Like Borman, this complaint brings claims against Honda for violations of RICO; the Dealers. Day in Court Act; the Robinson-Patman Act; and the Sherman Act. In addition, Breakaway brings claims specifically against Hendrick under RICO sections 1962(a)-(d). Breakaway also asserts nine South Carolina law counts, including common law fraud,, negligence, breach of contract, estoppel and violations of the state Unfair Trade Practices and Manufacturers, Distributorships and Dealers Acts. Austin Motors is a complaint brought individually by Austin Motors, Inc., a New York dealer. The complaint is similar to Breakaway in that it names both the Honda defendants and a competing New York/New Jersey dealer, Dah Chong Hong Trading Corp. Unlike Breakaway, however, Austin Motors also names Lyon & Lyon and a number of Honda executives. Austin Motors also offers some additionál factual allegations about specific ways that cars were misallocated in the New York/New Jersey area. Like the other complaints, however, Austin Motors asserts claims for violations of RICO; the Dealers Day in Court Act; the RobinsonPatman. Act; and the Sherman Act. The complaint also states seven common law counts, one count for .violation of New York’s Franchised Motor Vehicle Dealer Act and one count for unfair business practices under California law. Trans-Oceanic is-a complaint brought individually by Trans-Oceanic Motors, a Connecticut dealer doing business as “Cardinal Honda.” This complaint names only the three Honda entities. It refers to the broad nationwide bribery activities discussed in the other complaints, but Trans-Oceanic focuses on Honda’s role in placing a competing dealership fifteen miles from Cardinal’s location. The complaint states only three federal claims: violations of RICO sections 1962(a) and (c), and of section 2(c) of the RobinsonPatman Act. These claims are identical to those against Honda in the Borman complaint. Trans-Oceanic also brings four Connecticut law claims. Currently at issue are fourteen motions to dismiss. ' In keeping with my directive that the parties focus their energies on the “heartland” issues in this complex case, these motions seek dismissal only of the various federal counts—including those arising under RICO, the Sherman Act, the Robinson-Pat-man Act and the Dealers Day in Court Act. Hearings were held on May 3,1996 and May 17,1996. I have divided this opinion into five parts. The first addresses several general issues related to matters of pleading form and procedure. The second considers defendants’ argument that plaintiffs lack standing to bring their federal claims. The third discusses the RICO claims against the various defendants, as well as the question of plaintiffs’ claims against Honda Japan. The fourth addresses the antitrust claims. The fifth considers claims brought under the Dealers’ Day in Court Act. I. A General Form of Pleading I begin by addressing two problems of form that are present throughout the representative complaints. Defendants argue that the Borman and Breakaway complaints have impermissibly pled that “Defendant Honda”—“consisting of Defendant Honda Ltd., Honda North America, and American Honda”—is a “person” that can be liable under RICO or the antitrust laws. See, e.g., Borman Compl. at ¶¶ 231, 253, 267, 282; Breakaway Compl. at ¶¶ 225,249, 264, 280. Defendants argue that the three corporate Honda defendants cannot be aggregated as a single “person” with shared RICO liability. The Borman and Breakaway plaintiffs essentially concede this point. Case law also supports defendants’ position. See United States v. Bonanno Org. Crime Family of La Cosa Nostra, 879 F.2d 20, 27-28 (2d Cir.1989). In any event, plaintiffs later state that they intend this allegation only as a shorthand way of stating that each of the three Honda defendants is a RICO “person” individually, something that defendants do not dispute. This shorthand approach is inappropriate. Plaintiffs accordingly should amend their complaints to delineate the specific allegations against each of the named Honda entities, with particular attention to distinguishing the nature of plaintiffs’ claims against Honda America from those against Honda Japan. The dealer defendants note a second, related problem. The Borman complaint, which is the broadest complaint in this action, contains a number of claims which, according to their titles, purport to state claims against “all defendants.” These claims in Borman, however, are substantively addressed only to the Honda defendants. For example, the paragraphs of Borman’s section 1962(c) count, see Borman Compl. at ¶¶ 281-90, are devoid of any allegation against any non-Honda defendant. This count cannot be construed as implicitly stating claims against the dealer defendants; every sentence of each paragraph specifically makes claims about the conduct of “defendant Honda,” not “all defendants.” I therefore dismiss these counts as to the non-Honda defendants as a matter of basic pleading specificity. Plaintiffs remain- free to amend their complaints, however, to delineate specific RICO claims against the dealer defendants. B. Choice of Circuit Law A pending issue throughout the early stages of this multidistrict case has been the question of which circuit’s law I should apply. Appendix A to American Honda’s memorandum in support of its motion to dismiss summarizes the relevant issues and concludes that the proper solution “is for the court to decide each issue truly independently, using as the single overarching guideline the court’s best prediction of what the Supreme Court would do with a given issue, bringing to bear decisions from various circuits on that question.” Id. at 3-4. As I have indicated previously during the course of hearings and conferences, this would be my general preference, and my analysis below relies on a broad range of case law from different circuits. However, should an issue in this case arise in which I must expressly decide whether to follow either the Fourth Circuit or the well-reasoned view of another circuit, I will follow the Fourth Circuit. As a conceptual matter, this is the appropriate approach according to the presumption that federal law is unitary. See generally In re Korean Air Lines Disaster, 829 F.2d 1171, 1175 (D.C.Dir.1987) (Ginsberg, J.), aff'd sub nom. on other grounds, Chan v. Korean Air Lines, Ltd., 490 U.S. 122, 109 S.Ct. 1676, 104 L.Ed.2d 113 (1989). As a practical matter, moreover, given that the Fourth Circuit retains appellate jurisdiction over my rulings, that court is perhaps better suited to hear an argument that a controlling Fourth Circuit rule is wrongly decided. C. Statute of Limitations Defendants argue that the statute of limitations under both RICO and the antitrust laws limits plaintiffs to damages incurred within four years of the filing their respective complaints, citing the Fourth Circuit’s “injury discovery” rule. Plaintiffs - responded in part at oral argument on May 17, 1996, but because the bulk of defendants’ written argument was contained only in the Schuiling defendants’ reply memorandum, the issue has not been extensively briefed. I need not reach the limitations question at the present time. Although limitations may play a significant role later in this casé, it is not dispositive of any claim at this point. Also, as plaintiffs argue, any decision on limitations grounds in this case will be fact-intensive, and the record as it currently exists simply is insufficient. Finally, the -circuits are currently divided over the appropriate limitations rule, an issue of considerable potential importance in this case. See, e.g., Pocahontas Supreme Coal Co. v. Bethlehem Steel, 828 F.2d 211, 218-20 (4th Cir.1987) (injury rule); Caproni v. Prudential Secs., Inc., 15 F.3d 614, 619-20 (6th Cir.1994) (injury and pattern discovery rule); Keystone Ins. Co. v. Houghton, 863 F.2d 1125, 1126 (3rd Cir.1988) (last predicate act rule). It is prudent for me to await any further developments in the law while this litigation is pending. I briefly note, however, that if I ultimately apply the Fourth Circuit rule, and if in fact some plaintiffs knew or should have known of their injuries dating back to the mid~1980’s, they will have to demonstrate the exercise of due diligence in attempting to discover the basis of their claims, and that defendants took affirmative steps to conceal the schemes. If plaintiffs have a good faith belief in such facts, it would be advisable for them to so replead in their amended complaints. D. Primary Jurisdiction Finally, defendants preemptively .urge me to remand consideration of all issues related to California dealerships to the California Motor Vehicle Board. Primary jurisdiction is a discretionary doctrine, however, and I decline to carve issues and parties out of a ease that has been consolidated on a nationwide basis for the express purpose of ensuring uniform resolution. II. I next move to the most overarching argument made by all of the various defendants in support of the present motions to dismiss. Defendants assert that plaintiffs have failed to allege sufficient injury to have standing under the RICO and antitrust statutes. Defendants’ position is that the RICO claims are fundamentally flawed because each relies on a hypothetical “what should have happened” point of comparison as the basis for the various injuries allegedly caused by the bribery scheme. For example, the claim of injury common to all four representative complaints is that plaintiff dealers lost profits because bribe-paying dealers received unfair allotments of cars. Defendants argue that, because such a claim of injury necessarily assumes that a .given plaintiff dealer would have received some other ascertainable allocation, of cars absent the corrupt conduct, the inherent uncertainties involved in Honda’s allocation process and the multiplicity of possible legitimate outcomes makes such a theory of injury too speculative to convey standing on plaintiffs. Plaintiffs respond that they have adequately pled injury and that any difficulties in proof, quantification, or allocation of damages are matters for later stages of this litigation. Plaintiffs’ underlying position is that because it is undisputed that bribe-paying dealers received more cars than they should have, non-bribe-paying dealers necessarily received fewer cars than they should have. Plaintiffs argue that the logical inescapability of this reasoning means that they have been injured by the bribery scheme, even if it is not currently known, for example, how many more cars any given plaintiff dealer should have received. RICO’s civil damages provision, 18 U.S.C. § 1964(e), countenances suits by any person “injured in his business or property by reason of a violation of section 1962.” This language requires a plaintiff to make two showings: “(1) that he has suffered injury to his business or property; and (2) that this injury was caused by the predicate acts of racketeering activity that make up the violation of § 1962.” Brandenburg v. Seidel, 859 F.2d 1179, 1187 (4th Cir.1988); see also Mid Atlantic Telecom, Inc. v. Long Distance Servs., Inc., 18 F.3d 260, 263 (4th Cir.), cert. denied, — U.S. -, 115 S.Ct. 323, 130 L.Ed.2d 283 (1994). These injury and causation elements are aspects of standing that must be established as a threshold matter by a civil RICO plaintiff. See Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479, 496-97, 105 S.Ct. 3275, 3285, 87 L.Ed.2d 346 (1985).. Defendants challenge plaintiffs’ standing in terms of both the injury and the causation requirements. Although the four representative complaints articulate several different theories of injury, they agree on one basic claim: that plaintiff dealers were deprived of profits when bribe-paying dealers unjustly received extra cars. I accordingly focus on this claim in my analysis below. I conclude that plaintiffs have satisfied the injury and causation requirements. The complexity of quantifying any given plaintiff dealer’s loss will be of central concern later in this litigation, but plaintiffs have alleged injury to their businesses caused by the bribery scheme. That is enough to survive defendants’ motion to dismiss for lack of standing. A Injury Dismissal for lack of injury is appropriate where the claimed injury is not cognizable as a legal matter, not where the claimed injury is not easily susceptible to proof. Whether plaintiffs’ claims of “allocation injury” are legally cognizable involves two distinct issues. First, as in any federal case, plaintiffs must satisfy the familiar “injury-in-fact” standard required by Article III. Second, section 1964(c) expressly conditions standing on “injury to business or property.” Different circuits accordingly have fashioned rules allowing standing only, for example, to plaintiffs complaining of commercial harm or “concrete financial loss.” E.g., Town of West Hartford v. Operation Rescue, 915 F.2d 92, 103-04 (2d Cir.1990) (holding that “business or property” refers only to “commercial interests or enterprises”); Oscar v. University Students Co-op. Ass’n, 965 F.2d 783, 785 (9th Cir.) (requiring “concrete financial loss, and not mere injury to a valuable intangible property interest”), cert. denied, 506 U.S. 1020, 113 S.Ct. 655, 121 L.Ed.2d 581 (1992). Other than the statutory requirement that a plaintiffs injury must be in the nature of harm to business or property, however, RICO imposes no “heightened” standing threshold. In Sedima, the Supreme Court held that the statute’s plain language requires only that the plaintiff “has been injured in his business or property by the conduct constituting the violation.” 473 U.S. at 496, 105 S.Ct. at 3285. “[T]he statute requires no more than this.” Id. at 497, 105 S.Ct. at 3285. Sedima thereby foreclosed an attempt by several circuits to limit the scope of RICO by granting standing only to plaintiffs alleging a “racketeering injury” distinct from any harm caused by predicate acts themselves. Id.; see also Bankers Trust Co. v. Rhoades, 859 F.2d 1096, 1100 (2d Cir.1988) (noting that section 1964(c) “contains no special limitation on standing”), cert. denied, 490 U.S. 1007, 109 S.Ct. 1643, 104 L.Ed.2d 158 (1989). Courts have not hesitated, however, to dismiss RICO claims for lack of standing where plaintiffs have failed to allege a sufficiently palpable injury to business or property. 1. “Concrete Fintmcial 'Loss” Addressing RICO’s statutory language first, defendants do not directly argue that plaintiffs have, failed to allege injury to “business or property” as a qualitative matter. Instead, defendants argue that plaintiffs have failed to allege “concrete financial loss,” the RICO injury requirement expressly imposed in the Ninth Circuit. See Oscar, 965 F.2d at 785, Defendants assert that “concrete financial loss” refers only to out-of-pocket losses and cannot encompass plaintiffs’ claims for lost profits. See Am. Honda’s Mot. to Dismiss at 26 (“[N]one of the plaintiffs ... assert that any identifiable piece of property, sum of money, expenditure, identified contract or out-of-pocket expense moved from their side of a ledger to a defendant’s.”). I do ■ not find this argument convincing. Defendants for the most part selectively rely on passages from cases that, based on particular factual settings, discuss out-of-pocket costs as a tangible contrast to more amorphous theories of injury. Moreover, in Oscar itself the plaintiff claimed “decreased value of her apartment” and “personal discomfort and annoyance” caused by the conduct of an alleged drug-dealing conspiracy; the Ninth Circuit held that these claims faded to satisfy the “concrete financial loss” requirement because they at most were to a “valuable intangible property interest” and were more in the nature of personal injuries. The allegations of injury in this case are obviously distinguishable. Based on these cases, I therefore do not interpret the “concrete financial loss” requirement—even were I to apply the Ninth Circuit rule in this case—as a per se rule that confers standing only to plaintiffs alleging out-of-pocket loss of funds. Instead, it restricts standing to .plaintiffs alleging that they have suffered a specific, tangible financial injury. See Imagineering, Inc. v. Kiewit Pacific Co., 976 F.2d 1303, 1310 (9th Cir. 1992) (“[T]he facts alleged do not establish ‘proof of concrete financial loss,’ let alone show that money was paid out____”), cert. denied, 507 U.S. 1004, 113 S.Ct. 1644, 123 L.Ed.2d 266 (1993). Here', plaintiffs have alleged a tangible business loss: they claim that they should have received more cars than they did, cars that would have been immediately sold for a profit. Defendants’ “concrete financial loss” argument, however, also has a second dimension. Although there is no question that plaintiffs have alleged “financial loss,” defendants also argue that plaintiffs’ injuries are insufficiently “concrete.” For example, in the “concrete financial loss” section of their argument they cite to First Nationwide Bank v. Gelt Funding Corp., 27 F.3d 763, 768 (2d Cir.1994), cert. denied, — U.S.-, 115 S.Ct. 728, 130 L.Ed.2d 632 (1995), where the Second Circuit held that plaintiffs claiming that they had been fraudulently induced into issuing loans had not alleged injury because none of the loans had actually gone into default. Defendants quote from this opinion that “as a general rule, a cause of action does not accrue under RICO until the amount of damages becomes clear and definite.” First Nationwide is not a “concrete financial loss” case as that rule is used in the Ninth Circuit, however, and the thrust of the court’s holding was that the plaintiffs had not alleged “injury in fact,” not that they had not alleged a tangible financial loss. Indeed, defendants’ core argument is that, because of the uncertain nature of Honda’s allocation system, plaintiffs cannot claim any “clear and definite” loss. This is an argument that plaintiffs’ claims are too speculative. . I now consider this second aspect of injury—whether plaintiffs have alleged sufficiently real harm. 2. Injury in Fact Injuries that are speculative or prospective in nature are insufficient to confer standing. This fundamental principle.of federal court jurisdiction has been widely applied in RICO cases. Defendants argue that plaintiffs’ alleged allocation injuries are too speculative in two respects: (1) they rely on assumptions about past consumer behavior, economic conditions and other factors, and (2) they assume an unascertainable “entitlement” to certain allocations of cars. The first argument fails under established case law. I also find that the second argument does not merit dismissal. Defendants first posit that “[i]n the Ninth Circuit (whose analysis has not been disavowed or questioned by any other decision of which defendants are aware), when this kind of future profits comprise the sole claimed injury, a RICO claim cannot proceed.” Am. Honda’s Mot. to Dismiss at 26. They also cite cases holding that a mere “lost opportunity” is not a sufficient injury to confer standing under RICO. E.g. In re Taxable Mun. Bond Litig., 51 F.3d 518, 522-23 (5th Cir.1995) (lost opportunity to obtain a low-interest loan too speculative to constitute injury). Defendants attempt to characterize plaintiffs’ claims of injury as alleging a “lost opportunity” to obtain “future profits” on misallocated cars. Plaintiffs, of course, do not allege that they have lost the opportunity to obtain future profits; they allege that they have lost past profits on ears they should have received. Although not all. circuits have expressly so held, the clear trend is that lost profits are remediable in RICO, notwithstanding the fact that any lost profits calculation inherently involves some assumptions about what would have happened in the past. E.g., Id. at 523 (noting as illustrative example that defendant had failed to allege lost profits, and therefore had not pled injury); Advanced Bus. Sys., Inc. v. Philips Information Systems Co., 750 F.Supp. 774, 778 (E.D.La.1990) (“ ‘injury to business or property’ ... can include lost profits, subject to proof of such proximately caused damages”); see also Mid Atlantic Telecom, 18 F.3d at 261 (allowing standing based on alleged losses of revenues'and customers); Mylan Labs., Inc. v. Akzo, N.V., 770 F.Supp. 1053, 1084 (D.Md.1991) (same). . Claims for lost profits of course are subject to proof of causation and amount, although in this case such concerns are perhaps less ’troublesome as a pleading matter because plaintiffs' have claimed that during the time period at issue the demand for Honda cars was so high that all dealers could immediately sell any received ears. The crucial premise of plaintiffs’ lost profits claim, however, is the notion that they “should have received” different allocations of cars than they in fact did receive. This is defendants’ second, and more compelling, basis for arguing that plaintiffs ‘have failed to allege injury in fact. The parties rely on different lines of cases to attack or support the cognizability of this theory of injury. I conclude that neither side has presented directly controlling ease law, but that plaintiffs’ claims should not be dismissed because at least some sets of facts would, sustain their claims. Defendants cite eases holding that speculative injuries are not cognizable in RICO. For exampié, they rely on In re Taxable Mun. Bond, 51 F.3d at 518, in which the plaintiffs claimed that a fraudulent scheme deprived them of the opportunity to apply for low-interest subsidized loans and thereby forced them to- obtain higher-cost financing. As discussed, a mere “lost opportunity” is not cognizable because it is speculative. The court noted, however, that the very fact that the plaintiffs in that case qualified for alternative (albeit higher-cost) financing disqualified them under the terms of the subsidized loan plan. Their claim of injury therefore failed as a matter of internal inconsistency. In this case, defendants have not offered any argument that some overriding factor—e.g., a contractual term, or a Honda corporate policy—in all cases would have precluded all of the plaintiff dealers from receiving any allocation of cars greater than they in fact received. Instead, defendants attempt to east the relevant inquiry differently: they argue that dismissal is appropriate because plaintiffs cannot assert "some specific entitlement to á greater' allocation than they in fact received. Plaintiffs respond by relying on a number of cases allowing standing to recover for injuries of an inherently uncertain nature, such as lost profits. For example, plaintiffs rely heavily on Mid Atlantic Telecom, 18 F.3d 260, where the Fourth Circuit upheld a phone company’s claim for lost profits. In Mid Atlantic, it was alleged that the defendant, a long distance telephone service provider, had defrauded its customers by randomly adding minutes to billed calls. The plaintiff, a competing company, claimed that this fraud had allowed the defendant to advertise low rates, forcing the plaintiff to cut its rates as well, costing it profits. The Fourth Circuit held that this pleading represented • sufficient injury to confer RICO standing and to allow discovery to proceed, despite the inherently uncertain nature of the claim. I recognize that this case is different. In addition to the generally uncertain nature of a claim for lost profits, depending as it does on assumptions about past consumer behavior or economic conditions, here plaintiffs’ very entitlement to the ears is itself uncertain. Defendants therefore distinguish each of the cases relied on by plaintiffs on the following ground: each of those cases involved a situation where, although the amount of the claimed damages may have been somewhat speculative because of the need to reconstruct past events, it could be said with very high probability that the plaintiff was the only party who was entitled to recover. In other words, in the two-competitor cases on which plaintiffs rely, misappropriation by one party can be reasonably equated to injury to the other. This case, defendants argue, is not nearly as simple because any given plaintiff dealer must show that it—and not any other bribe-paying dealer nor any other plaintiff dealer—should have received any given misallocated car. As a matter of ultimate liability, defendants may be correct. It is certainly arguable that plaintiffs cannot recover by simply claiming that bribe-paying dealers as a group received more cars than .they should have, and that plaintiff dealers as a group therefore received fewer cars than they should have. Instead, each dealer plaintiff may have to establish some reasonably certain entitlement to cars that were misallocated. This may prove to be a daunting issue of proof for plaintiffs. At the present time, however, the issue does not merit dismissal of plaintiffs’ claims. In National Org. for Women, Inc. v. Scheidler, 510 U.S. 249, 114 S.Ct. 798, 127 L.Ed.2d 99 (1994) (hereinafter NOW), the Supreme Court reviewed the principles governing a motion to dismiss a RICO claim for lack of standing: We have held that “[a]t the pleading stage, general factual allegations of injury resulting from the defendant’s conduct may suffice, for on a motion to dismiss we presume that general allegations embrace those specific facts that are necessary to support the claim.” ... [Petitioners’] complaint must be sustained if relief could be granted “under any set of facts that could be proved consistent with the allegations.” Id. at 256, 114 S.Ct. at 803 (quoting Lujan v. Defenders of Wildlife, 504 U.S. 555, 561-63, 112 S.Ct. 2130, 2137, 119 L.Ed.2d 351 (1992) and Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 2232-33, 81 L.Ed.2d 59 (1984)). The NOW Court accordingly rejected the argument that a RICO claim brought by two health clinics should be dismissed for lack of standing. “[Petitioners] alleged in their complaint that the respondents conspired to use force to induce clinic staff and patients to stop working and obtain medical services elsewhere. Petitioners claimed that this conspiracy ‘has injured the business and/or property interests of the [petitioners].’ ... Nothing more is needed to confer standing ... at the pleading stage.” Id., 510 U.S. at 256, 114 S.Ct. at 808 (citations omitted). Defendants’ argument that plaintiffs have faded to allege injury is summarized by a single sentence from American Honda’s moving papers: “To determine the fact of injury, it is necessary to compare some single, actual history with an invented model of a past which never occurred.” Am. Honda’s Mot. to Dismiss at 20. At the pleading stage, however, plaintiffs are not required “to determine the fact of injury.” To survive a motion to dismiss, there need only be one set of facts consistent with plaintiffs’ allegations that would entitle them to relief. Even if defendants are correct that plaintiffs will have some difficulty establishing to which dealer certain cars should have gone, it is clear that some sets of facts could support plaintiffs’ claims. B. Causation In Holmes, the Supreme Court held that section 1964(c)’s grant of standing to persons injured “by reason of’ a RICO violation “require[s] a showing that the defendant’s violation not only was a ‘but for’ cause of his injury, but was the proximate cause as well.” 503 U.S. at 268, 112 S.Ct. at 1317. Holmes explains that “we use ‘proximate cause’ to label generically the judicial tools used to limit a person’s responsibility for the consequences of that person’s own acts.” Id. Thus, traditional tort law principles of proximate causation apply to RICO eases. The Fourth Circuit’s decision in Brandenburg v. Seidel, 859 F.2d at 1179, remains the leading case describing proximate causation under RICO. As recently reiterated by the Fourth Circuit: In Brandenburg it was recognized that ‘the legal cause determination is properly one for the court, taking into consideration such factors as the foreseeability of the particular injury, the intervention of other independent causes, and the factual directness of the causal connection.’____ In conducting the traditional common-law proximate cause analysis ... courts should focus on the temporal and circumstantial relationship between the defendant’s conduct and the injury suffered by the plaintiff, and the foreseeability that intervening events would cause injury to the plaintiff. Mid Atlantic Telecom, 18 F.3d at 263 (citations omitted). In addition, the “proximate” cause of an injury need not be the sole cause. “Instead, a factor is a proximate cause if it is a ‘substantial factor in the sequence of responsible causation.’ ” Cox, 17 F.3d at 1399 (quoting Hecht v. Commerce Clearing House, Inc., 897 F.2d 21, 23-24 (2d Cir.1990)). Defendants argue that plaintiffs cannot even show causation in fact, much less proximate causation. This assertion essentially restates their above-discussed argument that plaintiffs have not pled injury. Because no plaintiff dealer can establish a specific entitlement to a certain allocation of cars, defendants claim, no plaintiff can show that any bribes received by Honda caused harm to any specific plaintiff. Defendants attempt to support this contention in three ways. First, defendants argue that because no plaintiff dealer was the intended victim of any of the predicate acts alleged in the complaints, plaintiffs cannot show that their claimed injuries were caused by those acts. Defendants emphasize that any harm caused to plaintiff dealers was an unintentional and indirect result of the bribery scheme. Defendants therefore argue that no plaintiff dealer can claim to have been “defrauded” or otherwise directly duped out of property or money. In response, plaintiffs point out that this position has been flatly refuted by the Fourth Circuit: “Brandenburg also explained that proximate causation requires a nexus between the proscribed acts and the injuries. We did not, however, intend to establish a rule that only injuries suffered by the immediate victim of a predicate act satisfied the ‘by reason of requirement of § 1964(e).” Mid Atlantic Telecom, 18 F.3d at 263. Mid Atlantic’s analysis, moreover, is entirely consistent vyith Holmes’ holding that proximate cause is, all that must be established to sustain a RICO claim. Second, defendants recite the Holmes’ Court’s discussion of the three considerations that justify a proximate causation requirement as an element of RICO standing: (1) “the less direct an injury is, the more difficult it becomes to ascertain the amount of a plaintiffs damages attributable to the violation;” (2) “recognizing claims of the indirectly injured would force courts to adopt complicated rules apportioning damages among plaintiffs removed at different levels of injury from the violative acts;” and (3) there is no need to grapple with problems (1) and (2) because “directly injured victims can generally be counted on to vindicate the law.” 503 U.S. at 269, 112 S.Ct. at 1318. Defendants attempt to characterize' these factors as the Holmes “test of causation.” They then argue that causation is not present here because (1) it will be difficult to ascertain the amount of plaintiffs’ damages; (2) it will be difficult to apportion damages among the plaintiffs; and (3) the criminal prosecutions have already “vindicated the law” in this case. Plaintiffs correctly respond, however, that the Holmes’ factors are not themselves a “three part test” of causation. Rather, Holmes’ causation “test” is that the alleged RICO violation must be a proximate cause of the claimed injury (as opposed to a mere cause-in-fact, a less exacting showing not literally precluded by the statute). The three factors are but the reasons behind the rule, and defendants’ argument attempts to turn Holmes’ holding on its head. If plaintiffs have alleged a sufficiently direct injury resulting from the bribery scheme, they have satisfied the proximate causation requirement, difficulties of quantification and allocation notwithstanding. Third and finally, defendants place heavy reliance on Sheperd v. American Honda Motor Co., Inc., 822 F.Supp. 625 (N.D.Cal.1993), a case in which a district court dismissed a related RICO complaint against Honda for lack of standing. Sheperd was a RICO action brought by the owners of a Honda dealership alleging that their business had been injured by a “turn and earn” scheme involving dealers and Honda executives. The Sheperd plaintiffs’ claim of injury was that, because they refused to participate in the scheme, their dealership received less desirable allocations of cars and fewer allocations overall. To this extent, Sheperd is analogous to this case, and defendants therefore argue that Sheperd’s dismissal warrants dismissal here. As plaintiffs point out, however, Sheperd is different from this case in one crucial respect. The plaintiffs in that case alleged injury in “the. diversion of popular makes, models, and colors of cars to other dealerships, as well as lower allocations of cars, which impeded their ability to compete effectively and resulted in the sale of their dealership at a distressed price.” 822 F.Supp. at 630 (emphasis added). The Sheperd court concluded that although there was little doubt that the plaintiffs suffered some harm from the scheme, “a multitude of imaginable factors may have contributed to the diminished profitability of the Sheperds’ dealership and its diminished market value.” Id. Here, the plaintiffs’ claims of “allocation injury” are not based on the downstream results of the bribery scheme. Instead, the plaintiffs’ core allegations stop at the claim that the scheme caused the misallocation of cars and that these diversions amounted to the direct denial of profits to plaintiff dealers. I therefore conclude that plaintiffs’ allegations of allocation injury satisfy the proximate causation element required for RICO standing. Assuming plaintiffs’ allegations of injury to be true, they have pled an obvious causal connection between their lost profits and the predicate acts constituting the bribery scheme. That plaintiff dealers would be deprived of profits is the direct and foreseeable result of the alleged scheme to give and receive bribes in exchange for higher allocations of cars. See Mylan Labs., 770 F.Supp. at 1084 (“The bribes given and received were allegedly received for the purpose of advancing the bribing company’s [interests] at the expense of other companies____ Thus, the injury caused those other companies ... is a foreseeable recognizable result of the predicate actions.”). Even if other factors played a role in the allocation of cars, there is no doubt that plaintiffs have alleged that the bribery scheme played a “substantial role” in causing the allocation injuries they claim. III. I next consider the various defendants’ motions to dismiss plaintiffs’ RICO claims. I will consider the claims against each group of defendants in turn. Three Honda corporate entities—American Honda, Honda North America and Honda Motor Company, Ltd.— are named as RICO defendants in each of the four representative complaints. American Honda does not dispute for present purposes that it is subject to respondeat superi- or liability for the acts of its executives. American Honda instead challenges the sufficiency of plaintiffs’ allegations of predicate acts of mail fraud and of the claims under 18 U.S.C. §§ 1962(a), (b), & (d). Honda Motor Company, Ltd. (“Honda Japan”), the domestic defendants’ Japanese corporate parent, first joins in the domestic defendants’ arguments. Honda Japan then offers a separate set of arguments that it has no connection to -the U.S. activities of American Honda and therefore cannot be held vicariously or directly liable in this case. A number of current and former Honda dealers are also named as defendants. They echo several of the Honda defendants’ positions with respect to standing and pleading sufficiency. They also offer separate arguments for dismissal of the RICO claims. • . Finally, the law firm of Lyon & Lyon argues that plaintiffs have failed to adequately allege RICO claims against it based on its role representing American Honda. A American Honda 1. Predicate Acts of Mail Fraud American Honda argues that the allegations of mail and wire fraud in the complaints are fatally flawed because “plaintiffs do not identify any defrauded party within the proscriptions of the mail -fraud and wire fraud statutes.” Am. Honda’s Mot. to Dismiss at 30 (emphasis omitted). Many other defendants join in- this argument. Defendants’ underlying point is that the acts of bribery that plaintiffs characterize as mail fraud were not fraudulent at all; because both the bribe-paying dealers and the bribe-taking Honda executives knew exactly what sort of exchanges they were engaging in, defendants argue, it cannot be said that any party was defrauded of money or property. The federal mail fraud statute, 18 U.S.C. § 1341, provides: “Whoever, having devised or intending to devise any scheme or artifice to defraud, or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises, ... [uses the mails to further the scheme, shall be guilty of mail fraud].” The elements of mail fraud derived from this definition are clearly established: “(1) the, devising of a scheme or artifice either (a) to defraud or (b) for obtaining money by means of false or fraudulent pretenses, representations, or promises, (2) the specific intent to defraud, and (3) the use of the United States mails to execute the scheme.” United States v. Kennedy, 64 F.3d 1465, 1475 (10th Cir.1995); see also United States v. Altman, 48 F.3d 96, 101 (2d Cir.1995). Defendants do not dispute that plaintiffs have adequately alleged use of the mails, nor do they dispute that the bribe-paying dealers and Honda executives knowingly engaged in the scheme. Instead, defendants argue that the bribery scheme was not entered into with an intent to defraud. The Supreme Court has held that “the words ‘to defraud’ in the mail fraud statute have the ‘common understanding’ of ‘wronging one in his property rights by dishonest methods or schemes,’ and ‘usually signify the deprivation of something of value by trick, deceit, chicane, or overreaching.’ ” Carpenter v. United States, 484 U.S. 19, 27, 108 S.Ct. 316, 321, 98 L.Ed.2d 275 (1987) (quoting McNally v. United States, 483 U.S. 350, 358, 107 S.Ct. 2875, 2880-81, 97 L.Ed.2d 292 (1987) (quoting in turn Hammerschmidt v. United States, 265 U.S. 182, 188, 44 S.Ct. 511, 512, 68 L.Ed. 968 (1924))) (internal quotation marks omitted). Courts have read this language differently in different contexts. Defendants rely heavily on United States v. Lew, 875 F.2d 219 (9th Cir.1989), where the Ninth Circuit interpreted this definition to “ma[ke] it clear that the intent [of a “scheme to defraud”] must be to obtain money or property from the one who is deceived." Id. at 221 (emphasis added). Based on Lew and similarly-reasoned eases, defendants assert that, because plaintiffs have not alleged that they gave up money or property in reliance on any representation by defendants, they have failed to allege mail fraud. See also Mylan Labs., 770 F.Supp. at 1073. Defendants’ argument that Lew compels dismissal of plaintiffs’ claims is not persuasive. In Lew, the Ninth Circuit reversed the mail fraud convictions of an attorney who was found to have made misrepresentations to the INS in order to obtain employment certifications for his non-citizen clients. The indictment in that case charged the defendant with defrauding his clients out of legal fees, however, and did not allege that he received any money or property from the INS. The court therefore held that no party had been “defrauded” under section 1341— not the INS because it had not paid out money or property, and not the defendant’s clients because they had not been deceived. First, I note that this ease involves a different factual setting. Defendants here do not assert a “disconnect” between the target of false statements and the transferor of money or property. Defendants concede in their reply that plaintiff dealers were deceived by Honda’s representations that cars would be allocated on a “fair and reasonable” basis. Instead, defendants’ real point is (as discussed at length in the previous section on RICO standing) that plaintiffs have suffered no injury from the bribery scheme. From this position follows their conclusion that no “money or property^ was given in return, and that therefore no fraud took place. This argument fails for the same reasons as defendants’ contention that plaintiffs lack standing. Plaintiffs have asserted a contractual entitlement to fair and reasonable allocations of cars and have alleged that defendants engaged in a scheme to deprive them of this property right. Taking this claim as true, even Lew supports the validity of plaintiffs’ mail fraud allegations. The Ninth Circuit noted in Lew that the crucial element missing from the government’s case was “an intent to obtain money or property from the victim of the deceit.” Lew, 875 F.2d at 222; see also United States v. Leonard, 61 F.3d 1181, 1187 (5th Cir.1995) (defining “intent to defraud” as intending “some harm to the property rights of the victim”). Here, plaintiffs have alleged that the purpose of the bribery scheme was to deprive plaintiff dealers of fair allocations of cars in order to enrich bribe-paying dealers, Honda executives and the Honda defendants. . They therefore have adequately pled a “scheme to defraud” in violation of section 1341. I also note that, at best, defendants’ argument that an admitted bribery ling—one in which Honda executives took bribes to divert cars from plaintiff dealers to bribe-paying dealers—is not a “scheme to defraud” rests on. a technical definition of what it- means “to defraud.” • Although cases such as Lew have identified certain categories of conduct beyond the reach of section 1341, in general courts have broadly interpreted the Supreme Court’s statement that “the words ‘to defraud’ commonly refer to wronging one in his property rights by dishonest methods or schemes.” E.g., Altman, 48 F.3d at 101 (noting that the Supreme Court has long given mail fraud “a broad interpretation, construing it ‘to include[] everything designed to defraud by representations as to the past or present, or suggestions and promises 'as to the future’”) (quoting Durland v. United States, 161 U.S. 306, 313, 16 S.Ct. 508, 511, 40 L.Ed. 709 (1896)). As stated- by the Eighth Circuit, “[t]he crime of mad fraud is broad in scope and its fraudulent aspect is measured by a nontechnical standard, condemning conduct which fails to conform to standards of moral uprightness, fundamental honesty, and fair play.” Atlas Pile Driving Co. v. DiCon Fin. Co., 886 F.2d 986, 991 (8th Cir.1989). 2. Claims Under Sections 1962(a), 1962(b) and 1962(d) American Honda finally argues that the complaints fail to properly plead claims under sections 1962(a), 1962(b) and 1962(d). I will consider these claims in turn. a. Section 1962(a) Section 1962(a) states, in relevant part, “[i]t shall be unlawful for any person who has received any income derived ..from a pattern of racketeering activity ... to use or invest ... any part of such income ... [in] the establishment or operation of ... any enterprise which is engaged in ... interstate or foreign' commerce.” Most circuits require that section 1962(a) plaintiffs plead “a specific injury to the plaintiff caused by the investment of income into the racketeering enterprise, distinct from, any injuries caused by the predicate acts of racketeering.” Vemco, Inc. v. Camardella, 23 F.3d 129, 132 (6th Cir.), cert. denied, — U.S.-, 115 S.Ct. 579, 130 L.Ed.2d 495 (1994); see also Ouaknine v. MacFarlane, 897 F.2d 75, 82 (2d Cir.1990); Glessner v. Kenny, 952 F.2d 702, 708-10 (3d Cir.1991); Parker & Parsley Petroleum v. Dresser Indus., 972 F.2d 580, 584 (5th Cir., 1992); Grider v. Texas Oil & Gas Corp., 868 F.2d 1147 (10th Cir.), cert. denied, 493 U.S. 820, 110 S.Ct. 76, 107 L.Ed.2d 43 (1989); Danielsen v. Burnside-Ott Aviation Training Ctr., 941 F.2d 1220, 1228-30 (D.C.Cir.1991). Defendants argue that each of the section 1962(a) counts in the complaints should be dismissed for failure to allege such “investment use” injury. Plaintiffs initially argue that- the Fourth -Circuit has declined to adopt the “investment use” injury requirement. See Busby v. Crown Supply, Inc., 896 F.2d 833, 837-38 (4th Cir.1990). Busby requires only that a section 1962(a) claim allege injury from the predicate acts that generated income that, in turn, was subsequently “used or invested.” Plaintiffs therefore argue that, under Busby, their allegations of allocation and other injuries caused by the bribery scheme support their respective claims under section 1962(a). Although I question the soundness of Busby, because the Fourth Circuit’s interpretation of federal law is binding upon me, I would find that plaintiffs’ section 1962(a) claims survive on this basis alone. Recognizing that Busby is not the prevailing rule, however, plaintiffs also argue that they have sufficiently pled “investment use” injury. Each of the complaints’ section .1962(a) counts, alleges specific ways in which the domestic Honda defendants received income from the bribery scheme and invested such income in ways that injured plaintiffs. In particular, plaintiffs offer two primary allegations of “use or investment” of racketeering proceeds: (1) that corrupt Honda executives used the bribes and kickbacks they received to obtain ownership interests in existing or new dealerships, and (2) that Honda received income in that it was able to pay its executives substantially less than other manufacturers, and that Honda used this income, directly or indirectly, to finance its sales and allocation network. Plaintiffs allege that the various injuries already discussed—misallocations of cars, competitive injuries from the unfair placement of nearby bribe-paying dealers, etc.—therefore were caused by Honda’s “use or investment” of racketeering income. Defendants offer two arguments in response. First, defendants argue that the literal injury allegations in the section 1962(a) counts are almost identical to those of the section 1962(c) counts, and that therefore the section 1962(a) allegations must be viewed as failing to allege any distinct injury. See, e.g., Breakaway Compl. at ¶¶245, 276. Second, defendants note that courts have supplemented the “investment use” injury requirement with the following rule: a plaintiff cannot allege investment injury merely by claiming that subsequent racketeering acts would not have happened but for the use of prior racketeering income to maintain the existence of the enterprise itself. Because a RICO pattern requires at least two predicate acts, allowing plaintiffs to artfully plead such allegations of “reinvestment injury” would effectively allow any section 1962(e) claim also to be brought as a section 1962(a) claim, thereby circumventing the very purpose of the “investment use” injury requirement. See Lightning Lube, Inc. v. Witco Corp., 4 F.3d 1153, 1188-89 (3d Cir.1993). I find, however, that plaintiffs have alleged “investment use” injury. First, the allegations in the Borman and Austin Motor complaints that plaintiffs were injured when corrupt Honda executives used bribes and kickbacks to obtain ownership interests in bribe-paying dealerships clearly allege a distinct injury. As the Borman plaintiffs argue, “[bjeyond sustaining and perpetuating the conspiracy, the illicit ownership interests resulted in further wrongful diversions of cars. But for the Honda executives’ investment of racketeering income in Bribe-paying Dealerships, the Plaintiffs’ damages would have been less.” Borman Opp’n at 39. In other words, plaintiffs allege that these bribe-paying dealerships received particular favoritism because they were owned by Honda executives, not just because they paid bribes. , This is a distinct allegation of injury caused by the investment of racketeering income. Moreover, I also find that defendants’ “reinvestment” argument—that plaintiffs have not alleged distinct investment injury because the injury allegations in their section 1962(a) and section 1962(c) counts are somewhat circular as to the overall alleged enterprise—misapprehends the purpose of the “investment use” injury pleading requirement. This rule does not force plaintiffs to choose whether to bring a given claim of injury either under section 1962(a) or section 1962(c); instead, it requires allegations under section 1962(a) to be supported by distinct allegations of how the use or investment of illicit income played a causative role. Similarly, the rule against “reinvestment” allegations is not a per se rule that the use of proceeds from predicate acts chargeable under section 1962(c) can never support a separate claim under section 1962(a). Instead, this rule requires only that plaintiffs do more than allege that income received from one predicate act was used in the operation of an enterprise and thereby facilitated the commission of later predicate acts. Cf. Newmyer v. Philatelic Leasing, Ltd., 888 F.2d 385, 396 (6th Cir.1989) (holding that injury caused by predicate act of financial fraud could also support claim under section 1962(a) because plaintiffs had alleged that enterprise was itself funded by proceeds illegally obtained from prior victims of same fraudulent scheme), cert. denied, 495 U.S. 930, 110 S.Ct. 2169, 109 L.Ed.2d 499 (1990). These pleading rules do not, however, prevent a plaintiff from alleging that the same injuries were caused by violations of both section 1962(a) and section 1962(c). Here, plaintiffs have alleged that Honda (1) received racketeering income by encouraging sales executives to rely on the “supplemental income system;” (2) that Honda invested this income by its financing of its nationwide sales and' allocation system; and (3) that plaintiffs suffered various injuries—including allocation injuries, competitive harms and out-of-pocket losses—as the result of the operation of that system. This claim satisfies the pleading requirements of section 1962(a), even to the extent that plaintiffs claim the same kinds of injuries, as were caused by the predicate acts themselves. In effect, plaintiffs’ section 1962(a) counts represent an alternate theory of liability against the Honda corporate defendants: in addition to asserting violations of section 1962(c) on a theory of respondeat superior liability, plaintiffs also allege direct violations of section 1962(a) based on the Honda defendants’ use of the income it indirectly received. 6. Section 1962(b) 18 U.S.C. § 1962(b) makes it “unlawful for any person through a pattern of racketeering activity ... to acquire or maintain, directly or indirectly, any interest in or control of any enterprise which is engaged in ... interstate or foreign commerce.” Defendants restate their section 1962(a) argument in challenging plaintiffs’ claims under section 1962(b): because the plaintiffs have articulated the same claims of injury in each of their RICO counts, they necessarily have failed to plead the “acquisition injury” required under section 1962(b). Although section 1962(b) ease law is sparse, the clear direction of courts in requiring an “investment use” injury under section 1962(a) indicates that section 1962(b) plaintiffs must plead a specific causal nexus between defendants’ acquisition or maintenance of control over an enterprise and claimed injuries. I find that plaintiffs have done so. Plaintiffs have alleged that high-ranking Honda executives “maintained their control” over Honda’s nationwide sales operation by manipulating the allocation and dealership award processes, encouraging zone managers to participate in the “supplemental income system,” by directing executives to carry out fraudulent schemes such as the “dealer ad group” campaigns that funneled funds to corrupt officials; and by threatening to demote or fire any Honda whistleblowers. Plaintiffs’ claimed injuries directly resulted from these activities. Plaintiffs therefore have properly stated their counts for violation of section 1962(b). c. Section 1962(d) 18 U.S.C. § 1962(d) makes it “unlawful for any person to conspire to violate any of the provisions of subsection (a), (b), or (c) of this section.” The circuits are split over whether a section 1962(d) claim must allege injury caused by a predicate act of racketeering, see Miranda v. Ponce Fed. Bank, 948 F.2d 41 (1st Cir.1991); Hecht v. Commerce Clearing House, Inc., 897 F.2d 21 (2d Cir.1990); Bowman v. Western Auto Supply, 985 F.2d 383 (8th Cir.), cert. denied, 508 U.S. 957, 113 S.Ct. 2459, 124 L.Ed.2d 674 (1993);, Reddy v. Litton Indus., Inc., 912 F.2d 291 (9th Cir. 1990), cert. denied, 502 U.S. 921, 112 S.Ct. 332, 116 L.Ed.2d 272 (1991), or only injury caused by some overt act in furtherance of the conspiracy, see Shearin v. E.F. Hutton Group, Inc., 885 F.2d 1162 (3d Cir.1989); Gagan v. American Cablevision, Inc., 77 F.3d 951 (7th Cir.1996). Defendants’ challenge to plaintiffs’ section 1962(d) claims implicitly urges for adoption of the rule of the First, Second, Eighth and Ninth Circuits, and then restates the general argument that plaintiffs lack RICO standing: “The conspiracy claims do nothing to overcome the general failure to allege adequately any predicate act directed at plaintiffs that caused any injury to them.” Am. Honda’s Mot. to Dismiss at 36. Plaintiffs correctly, respond that they have, as discussed above, properly alleged numerous injuries caused by violations of sections. 1962(a)-(c). There is no dispute that- plaintiffs have alleged that Honda executives conspired to defraud plaintiff dealers on a nationwide basis. Because I have already determined that plaintiffs have properly pled the underlying claims, I find that plaintiffs have stated a claim under section 1962(d). B. Honda Japan Honda, Ltd., American Honda’s Japanese corporate parent, (Honda Japan), both has joined in the arguments in support of the motion to dismiss by the domestic Honda defendants and has filed a separate brief. The major issues separately presented by Honda Japan are: (1) whether plaintiffs have adequately alleged a basis for holding Honda Japan liable through the doctrine of alter ego liability; (2) whether Honda Japan could be held liable vicariously on the basis of the alleged activities of persons who were officers or directors of both American Honda and Honda Japan; and (8) whether plaintiffs have adequately alleged aiding and abetting claims against Honda Japan. One of the underlying questions with respect to Honda Japan is the extent to which the corporate parent can be held liable for the activities of American Honda and its employees. As I noted earlier, however, each of the complaints attempts to sidestep this issue by referring genetically to Honda Ltd., Honda N.A. and American Honda as the “defendant Honda.” Plaintiffs of course cannot pierce the corporate veil simply through a pleading device, and I have already directed plaintiffs to replead their complaints to delineate the specific claims against each of the Honda defendants. See supra section LA. 1. “Alter Ego ” Liability Honda Japan first challenges plaintiffs’ attempt to assert an “alter ego” theory of liability. Defendant argues that “piercing the corporate veil” requires an extraordinary showing that plaintiffs have not alleged and could not possibly prove. Plaintiffs do not dispute defendant’s basic legal arguments, but they argue that alter ego liability is a factual issue that is not properly resolved by motion to dismiss. The corporate form will be disregarded only where upholding it would lead to a patently unjust result.. Courts therefore evaluate factors such as (1) the amount of respect given to the separate identity of the subsidiary by the parent; (2) the fraudulent intent of the incorporators; and (3) the degree of injustice that will result if the two companies are treated as separate entities. See Orloff v. Allman, 819 F.2d 904, 909 (9th Cir.1987) (listing federal common law factors). Honda Japan agrees that this is a fact-specific inquiry that courts often wait until summary judgment to decide. There are cases however, as Honda Japan asserts, in which courts have dismissed alter ego claims against corporate parents. In Resolution Trust Corp. v. Driscoll, 985 F.2d 44 (1st Cir.1993