Full opinion text
OPINION SAND, District Judge. Plaintiff Sally A. Domberger brings this action on behalf of herself and all others similarly situated against Metropolitan Life Insurance Company (“MetLife”), two corporate affiliates of MetLife, and various employees, officers, and directors of MetLife (collectively “Defendants”). Plaintiff alleges violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), 18 U.S.C. § 1961 et seq., as well as several state law claims. Defendants move to dismiss on various grounds. For the reasons set forth below, Defendants’ motion is granted in part and denied in part. I. BACKGROUND The following factual account is taken entirely from Plaintiffs amended complaint and RICO Statement, the contents of which are assumed true for purposes of this motion. MetLife, a New York-based insurance company, began selling insurance policies in Europe in 1957, pursuant to an agreement with the United States Army and Air Force which allowed MetLife to sell policies to military personnel and their families. RICO Statement (“Stmt.”) at 62. Unbeknownst to the military, and in violation of military regulations, MetLife began to solicit American citizens residing in various European nations who were not connected to the military, as well as European nationals. Id. Plaintiff, a British citizen residing in Switzerland, purchased two insurance policies from MetLife, one in 1991 and one in 1993, insuring the life of her husband, Paul G. Domberger, an American also residing in Switzerland. Am. Compl. ¶ 4. The gravamen of Plaintiffs complaint is that MetLife’s European solicitations and the sales which they produced from the 1950’s to the 1990’s were in violation of the insurance laws of various European nations. Plaintiff alleges that Defendants were aware of this illegality, and in fact took active steps to conceal’the illegal sales in order to avoid detection. The alleged scheme, referred to by Plaintiff as the “Overseas Operation,” was carried out through the recruitment and training of European sales representatives. These representatives, unaware of the alleged illegality of MetLife’s activities, worked from their homes in Europe where they “blended in” so as to avoid detection by European authorities. Id. ¶ 56. Detection was also avoided through multiple relocations of the Overseas Operation’s offices, through frequent changes in procedures, and through fraudulent statements in New York State tax returns. Id. ¶¶ 57, 73. The alleged scheme was carried out through a pattern of fraudulent representations and omissions made by means of telephone marketing, mailings, advertisements, and face-to-face solicitations of prospective purchasers. Id. ¶¶ 60, 67. In the course of these communications, Defendants fraudulently failed to disclose that MetLife’s insurance sales in Europe were in violation of European laws and that MetLife had never received the proper authorizations from European regulators to sell insurance. RICO Stmt, at 8. Also, Defendants fraudulently represented that local representatives would be stationed permanently in Europe to provide personal servicing on MetLife policies, with the cost of such servicing included in the premiums to be paid to MetLife. Id. at 6, 8-9. The permanent service was not provided — MetLife terminated the local representatives in 1994, allegedly in an attempt to avoid detection of MetLife’s illegal sales by European authorities. Am. Compl. ¶¶ 98-106. Defendants also fraudulently represented that a 2.6% New York State franchise tax was required to be paid on all policies, and that the premiums paid by overseas purchasers would cover that tax, when in fact the tax was never paid to New York authorities. RICO Stmt, at 7-8. Defendants also fraudulently represented that the policies sold in Europe were “New York Policies” “as good as any such policies available in New York,” and that the policies would be covered by the protections of New York insurance law, including the New York State guaranty fund to cover policies in the event of insurer insolvency, when in fact the policies were not covered by the New York guaranty fund. Id. at 6, 8. MetLife terminated its Overseas Operation in 1994-95, following various occurrences which made the illegality of MetLifes activities apparent. Am. Compl. ¶¶ 87-112. In 1989, a MetLife sales representative was arrested in Switzerland. Id. ¶ 91. Later, British insurance regulators discovered MetLife’s illegal sales and instructed MetLife to comply with applicable British regulations. Id. ¶88. In 1994, Swiss regulators informed MetLife sales representatives that MetLife’s sales in Switzerland were illegal. Id. ¶ 95. MetLife placed several of its European sales representatives on “administrative leave” in 1994, and eventually terminated them. Id. ¶¶ 98-106. Plaintiff discovered the alleged fraudulent conduct of Defendants in October, 1995, and demanded that MetLife provide confirmation that her policies carried the same protections as all valid and legal insurance policies. Id. ¶ 179. When MetLife failed to provide assurances as to the legality of the policies, the availability of guaranty fund protection, or the availability of local service representatives, Plaintiff ceased paying premiums and her policies lapsed. Id. ¶ 180. Plaintiff filed this action in December, 1995 on behalf of all persons, excluding New York residents, who purchased polices through MetLife’s Overseas Operation from 1957 forward. Plaintiffs complaint as amended asserts various claims, including RICO violations, rescission for illegality, rescission and damages for fraud, breach of contract, breach of fiduciary duty, negligent misrepresentation, and claims under N.Y. Ins. Law §§ 2123, 4224 and 4226 (McKinney 1985 & Supp.1997) and N.Y. Gen. Bus. Law § 349 (McKinney 1988). II. DISCUSSION A. Standard for Motion to Dismiss In addressing a motion to dismiss we are required to construe any well-pleaded factual allegations in the complaint in favor of the plaintiff and to dismiss the complaint only if “‘it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.’ ” Gagliardi v. Village of Pawling, 18 F.3d 188, 191 (2d Cir.1994) (citation omitted). Our function is not to weigh the evidence that might be presented at trial, but merely to determine whether the complaint itself is legally sufficient. Festa v. Local 3 Int’l Bhd. of Elec. Workers, 905 F.2d 35, 37 (2d Cir. 1990). Our consideration is limited to “the factual allegations in plaintiffs’ ... complaint, which are accepted as true, to documents attached to the complaint as an exhibit or incorporated in it by reference, to matters of which judicial notice may be taken, or to documents either in plaintiffs’ possession or of which plaintiffs had knowledge and relied on in bringing suit.” Brass v. American Film Techs., Inc., 987 F.2d 142, 150 (2d Cir.1993). In addition, we may consider the factual allegations in Plaintiffs RICO Statement in supplement to the complaint. McLaughlin v. Anderson, 962 F.2d 187, 189 (2d Cir.1992); Pier Connection, Inc. v. Lakhani, 907 F.Supp. 72, 74 n. 4 (S.D.N.Y.1995). B. RICO Claims Defendants move to dismiss Plaintiffs RICO claims on several grounds. First, Defendants contend that application of RICO is barred by the McCarran-Ferguson Act, 15 U.S.C. § 1011 et seq. (the “McCarran Act”). Second, Defendants contend that the amended complaint fails to allege a RICO injury within the meaning of 18 U.S.C. § 1964(c). Third, Defendants contend that the amended complaint fails to state a claim for a RICO violation under 18 U.S.C. §§ 1962(a), (b), (c), or (d). Fourth, Defendants contend that the amended complaint fails to plead predicate acts of fraud with particularity as required by Federal Rule of Civil Procedure 9(b). We address each of these contentions in turn. 1. The McCarran Act The McCarran Act provides in pertinent part: No Act of Congress shall be construed to invalidate, impair, or supersede any law enacted by any State for the purpose of regulating the business of insurance, or which imposes a fee or tax upon such business, unless such Act specifically relates to the business of insurance ---- 15 U.S.C. § 1012(b). The McCarran Act was intended to permit the states to regulate the business of insurance “free from inadvertent preemption by federal statutes of general applicability.” Merchants Home Delivery Serv., Inc. v. Frank B. Hall & Co., Inc., 50 F.3d 1486, 1488-89 (9th Cir.), cert. denied sub nom. — U.S. —, 116 S.Ct. 418, 133 L.Ed.2d 335 (1995). The first section of the McCarran Act makes clear the purpose of Congress: Congress declares that the continued regulation and taxation by the several States of the business of insurance is in the public interest, and that silence on the part of Congress shall not be construed to impose any barrier to the regulation or taxation of such business by the several States. 15 U.S.C. § 1011. As stated by the Supreme Court, “[o]bviously, Congress’ purpose was broadly to give support to the existing and future state systems for regulating and taxing the business of insurance.” Prudential Ins. Co. v. Benjamin, 328 U.S. 408, 429, 66 S.Ct. 1142, 1155, 90 L.Ed. 1342 (1946). Congress accomplished this purpose by reversing the normal rules of preemption, creating “a elear-statement rule ... that state laws enacted ‘for the purpose of regulating the business of insurance’ do not yield to conflicting federal statutes unless a federal statute specifically requires otherwise.” Fabe, 508 U.S. at 507, 113 S.Ct. at 2211. Courts have established a four-part test to determine whether the McCarran Act precludes application of a federal statute. Under this test a federal statute is precluded if: (1) the statute does not “specifically relate” to the business of insurance; (2) the acts challenged under the statute constitute the “business of insurance”; (3) the state has enacted laws regulating the challenged acts; and (4) the state laws would be “invalidated, impaired, or superseded” by application of the federal statute. Merchants, 50 F.3d at 1489. We now apply this test. a. “Specifically relates” The parties do not dispute that RICO does not “specifically relate” to the business of insurance. See Kenty v. Bank One, 92 F.3d 384, 391 (6th Cir.1996) (stating that RICO does not specifically relate to the business of insurance); Merchants, 50 F.3d at 1489 (same). b. “Business of insurance” Defendants contend that the acts which Plaintiff alleges—illegal and fraudulent sales of insurance policies—constitute the “business of insurance.” Plaintiff contends that Defendants’ illegal and fraudulent activities, conducted outside the reach of insurance regulators, do not legitimately constitute the “business of insurance.” The term “business of insurance” is not defined in the McCarran Act. However, the Supreme Court has set forth a clear standard: The relationship between insurer and insured, the type of policy which could be issued, its reliability, interpretation, and enforcement—these were the core of the “business of insurance.” Undoubtedly, other activities of insurance companies relate so closely to their status as reliable insurers that they too must be placed in the same class. But whatever the exact scope of the statutory term, it is clear where the focus was—it was on the relationship between the insurance company and the policyholder. SEC v. National Secs., Inc., 393 U.S. 453, 460, 89 S.Ct. 564, 568-69, 21 L.Ed.2d 668 (1969). In light of this focus, the Court has set forth three factors to assess whether a particular practice constitutes the “business of insurance”: (1) whether the practice “has the effect of transferring or spreading a policyholder’s risk”; (2) whether the practice “is an integral part of the policy relationship between the insurer and the insured”; and (3) whether the practice “is limited to entities within the insurance industry.” Fabe, 508 U.S. at 497-98, 113 S.Ct. at 2206. Various courts have held that acts of fraud or misrepresentation in connection with the sale of insurance policies come within the purview of the “business of insurance” under the Supreme Court’s standard. See, e.g., Espinoza, 1996 WL 380702, at *3; Pinski v. Adelman, No. 94 C 5783, 1995 WL 669101, at *4-*6 (N.D.Ill. Nov.7, 1995); Everson, 898 F.Supp. at 543-44; Sabo, slip op. at 5-8; Wexco, 820 F.Supp. at 199-200; Gordon v. Ford Motor Credit Co., 868 F.Supp. 1191, 1194-96 (N.D.Cal.1992); LeDuc v. Kentucky Cent. Life Ins. Co., 814 F.Supp. 820, 827-28 (N.D.Cal.1992). These courts have reasoned that the Supreme Court’s three-factor test is satisfied in such circumstances because the sale of insurance policies is the vehicle by which a policy relationship is created and by which risk is transferred, and the sale of policies is a practice which is, of course, unique to the insurance industry. We agree with the reasoning of these cases. Nothing is more the “business of insurance” than the solicitation of customers to purchase policies. Two district courts have taken the contrary view, espoused by Plaintiff here, that fraudulent or otherwise illegal acts can never constitute the “business of insurance.” See Thacker v. New York Life Ins. Co., 796 F.Supp. 1338, 1342 (E.D.Cal.1992); Washburn v. Brown, No. 81 C 1475, 1986 WL 7062, at *4 (N.D.Ill. June 17, 1986). However, this view has been rejected by more recent opinions, including those of the Ninth Circuit and the Seventh Circuit, which encompass the Thacker and Washburn district courts. The Ninth Circuit in Merchants specifically rejected the Thacker approach, reasoning that such a narrow view would “read the MeCarran-Ferguson Act out of existence,” because “[a]ny practice which violated any federal statute would, by definition, not be the ‘business of insurance,’ resulting in all federal statutes applying to the business of insurance with their full vigor.” Merchants, 50 F.3d at 1490. Similarly, the Seventh Circuit rejected an argument that racial discrimination in the issuance of policies is not the “business of insurance,” reasoning that “it is not helpful to point to a practice forbidden by federal law ... and observe that this practice is not itself insurance.” NAACP v. American Family Mut. Ins. Co., 978 F.2d 287, 294 (7th Cir.1992); see also Avery v. Schmidt, No. Civ. A 93-4079, 1995 WL 562302, at *4 (E.D.La. Sept.20, 1995) (rejecting argument that wrongful acts cannot be the “business of insurance”). We agree that it is inappropriate to conclude that illegal conduct can never be part of the “business of insurance.” Rather,- the proper approach is to apply the Supreme Court’s three-factor test on a case-by-case basis. We thus conclude that the alleged conduct of Defendants comes within the purview of the “business of insurance.” e. State law The parties do not dispute that the State of New York has enacted laws to regulate the type of conduct which Plaintiff alleges. See N.Y. Ins. Law § 4226 (prohibiting misrepresentations and misleading statements as to the terms and benefits of insurance contracts). d. “Invalidate, impair, or supersede” Defendants contend that application of RICO would “invalidate, impair or supersede” New York insurance law because RICO provides a different remedial and enforcement framework than New York law. In particular, there are four differences between causes of action under RICO and causes of action under New York insurance law which in Defendants’ view demonstrate that a RICO action would invalidate, impair, or supersede New York law: 1) the availability of treble damages under RICO; 2) the availability of attorney’s fees under RICO; 3) the availability of class actions under RICO; 4) different statutes of limitation. Plaintiff contends that RICO would not invalidate, impair, or supersede New York law because private actions for insurance fraud are available under New York law as well as under RICO, and Plaintiff asserts that mere differences in remedy are not sufficient to preclude application of a federal statute. This issue has resulted in a split among those courts which have addressed it. Some courts have adopted a “direct conflict” approach, which holds that a federal statute which prohibits the same conduct as state law does not “invalidate, impair, or supersede” state law, regardless of differences in procedure or remedy. This approach has been adopted by the Ninth Circuit, see Merchants, 50 F.3d at 1491-92; the Seventh Circuit, see American Family, 978 F.2d at 295-97 (assessing whether Fair Housing Act is precluded by McCarran Act); the First Circuit, see Villafane-Neriz v. FDIC, 75 F.3d 727, 736 (1st Cir.1996) (assessing whether FDIC regulations are precluded by McCarran Act); and various district courts, see, e.g., Brownell, 757 F.Supp. at 536. This approach reasons that state and federal laws which are substantively alike but differ in penalty do not conflict with or displace each other, but merely supplement each other. See American Family, 978 F.2d at 297; Brownell, 757 F.Supp. at 536. Thus, under this approach, a federal law will “invalidate, impair, or supersede” state law only if it “prohibit[s] acts permitted by state law, or vice versa.” Merchants, 50 F.3d at 1492. As the Ninth Circuit has indicated, the basis for this approach is that the McCarran Act was not intended to cede all regulatory power over the insurance business to the states: The language of [the McCarran Act] is inconsistent with a congressional intent to allow states to preempt the field of insurance regulation. First, [the Act’s] exemption of federal laws which specifically relate to the business of insurance weighs against a congressional intent wholly to abandon the field to the states. Second, only federal statutes which “invalidate, impair, or supersede” state insurance statutes are “preempted.” If Congress had intended to cede the field, it could have said: “No federal statute shall be construed to apply to the business of insurance.” Instead, it allowed federal statutes to apply unless they conflict with the state statutes____ Id. Other courts have adopted what may be termed an “upset the balance” analysis, which holds that a federal law may “invalidate, impair, or supersede” state law based solely on the existence of greater remedies under the federal law, even if the federal law and the state law are alike in terms of the substantive conduct which they prohibit. This approach has been adopted by the Eighth Circuit, see Doe v. Norwest Bank Minn., N.A., 107 F.3d 1297, 1307 (8th Cir. 1997); the Sixth Circuit, see Kenty, 92 F.3d at 392; the Fourth Circuit, see Ambrose, 95 F.3d at 41 (affirming Ambrose, 891 F.Supp. 1153); and by various district courts, see, e.g., Espinoza, 1996 WL 380702, at *3-*4; Everson, 898 F.Supp. at 544-45; Wexco, 820 F.Supp. at 202-04; Senich v. Transamerica Premier Ins. Co., 766 F.Supp. 339, 340-41 (W.D.Pa.1990). Courts taking this approach have typically been faced with state insurance laws which did not provide for private rights of action, leading these courts to conclude that private suits under RICO would disrupt the administrative enforcement procedures established by state law. See, e.g., Ambrose, 891 F.Supp. at 1165; Everson, 898 F.Supp. at 544. The typical reasoning of these eases was set forth by Judge Payne of the Eastern District of Virginia: RICO, which authorizes private causes of action, treble damages and attorneys fees is a powerful weapon in the arsenal of any litigant. Application of RICO to afford redress for violations of Chapter 5 [of Virginia insurance law], would invalidate and impair the regulation sought to be accomplished by Chapter 5 ... Most aggrieved insureds would opt for the prospect of treble damages rather than participate in remedial measures structured by the SCC [State Corporation Commission]. This would make insurers less willing to agree with the SCC to settle disputes over alleged violations for fear of compromising their positions in pending or threatened RICO litigation ... The prospect of treble damages and attorneys fees would weaken, diminish and do serious injury to, if not nullify, the sections of Chapter 5, and the enforcement mechanisms which protect and regulate that relationship. ... Because RICO provides for a private cause of action and treble damages, and because these provisions of RICO differ dramatically from the way in which Virginia’s insurance code addresses the same conduct, RICO would in effect replace Chapter 5 as the principal means by which to remedy such conduct. It would convert a system of public redress into a system of private redress____ Ambrose, 891 F.Supp. at 1165. No court within the Second Circuit has addressed this issue. Our conclusion that application of RICO would not “invalidate, impair, or supersede” New York insurance law is therefore a matter of first impression in this Circuit. Initially, we note that in virtually all of the “upset the balance” cases, the state regulatory schemes at issue did not provide for private rights of action by aggrieved insureds, but instead placed the duty of enforcement upon an administrative body. See, e.g., Ambrose, 891 F.Supp. at 1165; Everson, 898 F.Supp. at 544; Wexco, 820 F.Supp. at 203-04. The reasoning of these cases was based partly on the notion that private RICO actions would disturb the limited administrative enforcement procedures established by the respective state legislatures. See Ambrose, 891 F.Supp. at 1165 (stating that private RICO actions would “convert a system of public redress into a system of private redress.”); Wexco, 820 F.Supp. at 204 (concluding that private RICO actions would “upset the balance of relationships” between insurers and insureds under Pennsylvania’s administrative enforcement scheme). By contrast, New York insurance law expressly permits private rights of action by insureds who are the victims of fraud. See N.Y. Ins. Law § 4226(d). Thus, the “upset the balance” cases are distinguishable. Private RICO actions in New York will not disturb any delicate “balance” in which administrative enforcement is the sole means chosen by the state to enforce its insurance regulations. Defendants point out that the availability of private actions under New York insurance law can also cut the other way. Defendants reason that, because New York has specifically provided for private actions, this evinces an intent on the part of the New York Legislature to create a thorough set of remedies, leaving no room for RICO suits. However, as the Ninth Circuit reasoned in Merchants, the McCarran Act was not intended to cede the entire field of insurance regulation to the states. See Merchants, 50 F.3d at 1492. Rather, the McCarran Act precludes application of federal statutes if, and only if, those statutes “invalidate, impair, or supersede” state law. We cannot conclude that RICO would “invalidate, impair, or supersede” state law where both RICO and state law recognize private actions as a proper means to remedy fraud. We accept the reasoning of the Ninth Circuit and those other courts which have adopted the “direct conflict” approach. We agree that a federal law which can be used to punish the same substantive conduct as state insurance law does not “invalidate, impair, or supersede” state law. Rather, such a federal law tends only to supplement state law by providing another vehicle by which to carry forth the substantive policies which both the federal and state laws will further. The fact that the federal law may have more flexible procedures or greater remedies is not dispositive. Rather, application of the greater federal remedies tends to further the policies which the federal and state laws share. Of course, there is some sense in which application of a federal law with different procedures or greater remedies may disrupt state law, simply by virtue of the fact that the federal law may punish defendants more often or to a greater extent than the state law allows. The Seventh Circuit recognized this fact in American Family: Undoubtedly there is a sense in which any overlap between state and federal law upsets a balance struck by one of the two legislatures ... One could say that a federal rule increasing the probability that a state norm will be vindicated (or augmenting the damages assessed in the event of violation) conflicts with a decision by the state that remedies- should be limited or rare. American Family, 978 F.2d at 295. Nevertheless, the Seventh Circuit concluded that this fact does not require a conclusion that such a federal law “invalidates, impairs, or supersedes” state law. See id. at 295 (stating that “[d]uplication is not conflict”). We agree with this approach. Our conclusion is further bolstered by Supreme Court and Second Circuit precedent. In National Securities, supra, the Supreme Court held that the McCarran Act did not bar an action by the SEC challenging a merger between two insurance companies, even though state insurance authorities had approved the merger. National Secs., 393 U.S. at 457-64, 89 S.Ct. at 567-71. The Court concluded that application of federal securities laws would not “invalidate, impair, or supersede” state insurance law because the policies of the federal and state laws were compatible: It is clear that any “impairment” in this case is a most indirect one. The Federal Government is attempting to protect security holders from fraudulent misrepresentations; Arizona, insofar as its activities are protected by the MeCarran-Ferguson Act from the normal operations of the Supremacy Clause, is attempting to protect the interests of the policyholders. Arizona has not commanded something which the Federal Government seeks to prohibit. It has permitted respondents to consummate the merger; it did not order them to do so. In this context, all the Securities and Exchange Commission is asking is that insurance companies speak the truth when talking to their shareholders. The paramount federal interest in protecting shareholders is in this situation perfectly compatible with the paramount state interest in protecting policyholders ... In these circumstances, we simply cannot see the conflict. Id. at 463, 89 S.Ct. at 570 (emphasis added). This language hints at an approach which recognizes that a federal law which embraces policies that are compatible with state law does not “invalidate, impair, or supersede” state law. Furthermore, the Second Circuit, though it has not addressed the precise question of the applicability of the McCarran Act in the RICO context, has indicated that the McCarran Act is to be narrowly construed, especially in areas of “national concern.” In Spirt v. Teachers Insurance and Annuity Association, 691 F.2d 1054 (2d Cir.1982), vacated on other grounds, 468 U.S. 1228, 103 S.Ct. 3565, 77 L.Ed.2d 1406 (1983), the Second Circuit held that the McCarran Act did not preclude application of Title VII, reasoning that the McCarran Act was not intended to bar enforcement of federal policies “in such fields as civil rights, labor and other areas of national concern.” Id. at 1066; see also Stephens v. National Distillers and Chem. Corp., 69 F.3d 1226, 1231 (2d Cir.1996) (noting that prior Second Circuit case law “at the very least, recommends a narrower reading of the [McCarran Act].”). Racketeering activity, at which RICO is aimed, is an area of “national concern,” albeit of a different nature than civil rights. Following these precedents, we favor a narrower application of the McCarran Act’s preclusive effect. We therefore conclude that the McCarran Act does not bar Plaintiff’s RICO claims. 2. RICO injury Defendants seek dismissal of Plaintiffs RICO claims on the ground that Plaintiff has failed to plead injury within the meaning of 18 U.S.C. § 1964(e). A RICO claim requires proof of three things: (1) a violation of one of the substantive provisions of 18 U.S.C. § 1962; (2) an injury within the meaning of § 1964(c); and (3) that the injury is proximately caused by the violation. First Nationwide Bank v. Gelt Funding Corp., 27 F.3d 763, 767 (2d Cir.1994). Under § 1964(c), a plaintiff must be “injured in his business or property” in order to recover. This requires a showing of some actual, out-of-pocket financial loss. Id. at 768; Commercial Union Assurance Co. v. Milken, 17 F.3d 608, 612 (2d Cir.1994). Injuries that are speculative or unprovable in nature or amount are not recoverable — recovery must wait until the nature and extent of damages becomes “clear and definite.” Gelt, 27 F.3d at 768; Cruden v. Bank of N.Y., 957 F.2d 961, 977 (2d Cir.1992). “Causes of action for future damages become viable, i.e., accrue, when the damages actually occur.” Cruden, 957 F.2d at 977. Defendants argue that Plaintiff did not suffer an injury which would justify the return of the full amount of her premiums under RICO. Defendants note that MetLife was bound on the policies and did not refuse to honor them, and thus contend that Plaintiff suffered no injury. Case law does indicate that a plaintiff who is fraudulently induced to enter into a transaction does not suffer injury within the meaning of § 1964(c) until the defendant fails to perform — that is, until it becomes clear that the plaintiff will not get the benefit of the bargain. For example, in Gelt, supra, plaintiff creditor alleged that defendant borrower fraudulently induced plaintiff to make loans by misrepresenting the value of collateral. Gelt, 27 F.3d at 765-66. The Second Circuit held that plaintiff suffered no actual RICO injury because plaintiff had not yet attempted to foreclose on the loans. Id. at 768-69. The court explained why such a claimed loss is not ripe under RICO: In determining fraud damages, any amount recovered by the fraudulently induced lender necessarily reduces the damages that can be claimed as a result of the fraud. Because the fraud defendant is not liable for all losses that may occur, but only for those actually suffered, only after the lender has exhausted the bargained-for remedies available to it can the lender assert that it was damaged by the fraud, and then only to the extent of the deficiency. [Plaintiff] does not allege actual injury by simply claiming that it incurred additional risk of loss as a consequence of the fraud. Id. at 768. In Rohland v. Syn-Fuel Associates, 879 F.Supp. 322 (S.D.N.Y.1995), plaintiffs claimed that they were induced to enter into an investment based on misrepresentations as to tax benefits. Id. at 328. Judge Kram, in .determining accrual of plaintiffs’ RICO claims for statute of limitations purposes, held that plaintiffs’ injuries occurred not when plaintiffs purchased their investments, but rather when the tax court ruled that plaintiffs were not entitled to the benefits which defendants had promised. Id. at 332. Judge Eram reasoned that the claimed loss was speculative and unprovable until the tax court declared that plaintiffs would not in fact receive the full benefit which they expected. See id. Similarly, in Bankers Trust Co. v. Rhoades, 859 F.2d 1096 (2d Cir.1988), the court held that a creditor could not recover for an unpaid debt under RICO. Id. at 1106. The court reasoned that the loss was speculative and uncertain until bankruptcy proceedings were complete. Id.; see also Commercial Union, 17 F.3d at 612-13 (holding that aggrieved investors suffered no RICO injury, because a reorganization gave them full recovery of their investments); Stochastic Decisions, Inc. v. DiDomenico, 995 F.2d 1158, 1165-66 (2d Cir.1993) (holding that judgment creditor could not recover amount due on judgment under RICO, because collection efforts had not been exhausted). Based on these precedents, it is clear that Plaintiff has not suffered a RICO injury tantamount to the full amount of her premiums. Plaintiff does not allege that MetLife refused to honor her policies. Hence, Plaintiff’s actual loss was speculative in this respect. As long as MetLife continued to honor the policies, Plaintiff received at least a portion of what she bargained for — the expectation that MetLife would pay out if she had a claim. Plaintiff argues that she did not receive what she expected because her policies were tainted by the alleged fraud and illegality, and thus the policies were riskier than she bargained for. However, claims of mental or emotional distress are not cognizable under § 1964(e). See Genty v. Resolution Trust Corp., 937 F.2d 899, 918-19 (3d Cir.1991); Berg v. First State Ins. Co., 915 F.2d 460, 464 (9th Cir.1990). Thus, Plaintiff cannot assert a RICO injury based on the lost peace of mind which she may have suffered upon learning of the alleged illegality of MetLife’s sales. See Berg, 915 F.2d at 464 (indicating that RICO does not permit recovery for lost peace of mind). Simply put, Plaintiff cannot recover under RICO by alleging that she was induced to enter into a transaction which was riskier than she originally believed. See Gelt, 27 F.3d at 768 (stating that “[plaintiff] does not allege actual injury by simply claiming that it incurred additional risk of loss as a consequence of the fraud.”); Commercial Union, 17 F.3d at 609 (stating that “plaintiffs ... may have feared they would suffer harm, but they actually suffered no out-of-pocket loss since their investments were fully repaid ... Thus ... plaintiffs can prove no damages.”); Berg, 915 F.2d at 464 (holding that termination of plaintiffs’ liability insurance caused no RICO injury, where plaintiffs suffered no loss other than distress from risk of being sued while not insured). Plaintiff would have suffered a loss equal to the full amount of her premiums only if MetLife had in fact failed to pay out on her policies. A similar conclusion must be reached with respect to Plaintiffs claim for the lack of guaranty fund protection. The guaranty fund would only become relevant upon MetLife’s insolvency, a future event whose occurrence is speculative. Hence, Plaintiff suffered no current financial loss caused by the alleged lack of guaranty fund protection. However, there are some respects in which Plaintiff has alleged a present RICO injury. In particular, Plaintiff has alleged a present RICO injury based on her claims concerning the New York franchise tax and the failure to provide permanent local service representatives. Taking Plaintiffs allegations as true, these represent current RICO injuries because Plaintiff was fraudulently induced to pay a portion of her premiums toward these items, but did not receive what she bargained for — the tax was not paid, and the local representatives were terminated. Payment for services not rendered is a clear and definite RICO injury. Hellenic Lines, 523 F.Supp. at 248. These injuries are not speculative or unprovable, because MetLife has already failed to pay the franchise tax and to provide permanent local representatives. In sum, Plaintiff did not suffer a RICO injury tantamount to the full amount of her premiums, because MetLife did not refuse to pay out on a claim, and hence Plaintiff to this extent received what she paid for. However, RICO would permit Plaintiff to recover that amount of her premiums, if any, which was allocated toward the franchise tax and the local representatives, because Plaintiff did not receive the benefit of the bargain in these respects. We thus conclude that Plaintiff has alleged some loss which is cognizable under § 1964(c). 3. § 1962(c) Defendants argue that Plaintiff has failed to state a claim for a violation under §§ 1962(a), (b), (e), or (d). We address § 1962(c) first. Defendants move to dismiss the § 1962(c) claim on the ground that Plaintiff has failed to plead an “enterprise” which is distinct from Defendants. The alleged enterprise consists of the following: (1) Defendants; (2) the United States Army-Europe (USAREUR); (3) the United States Air Force-Europe (USAFE); (4) MetLife’s underwriters; (5) doctors and paramedicals who performed medical examinations in Europe; (6) Equifax Services, Inc., which conducted phone interviews of prospective customers; (7) Federal Express, which shipped documents and medical specimens; (8) Old Stone Bank in Warwick, Rhode Island, which accepted wire transfers of premium payments; (9) the Bank of Scotland, which debited policyholders’ accounts in the United Kingdom; and (10) various legal advisors who aided in structuring the enterprise. RICO Stmt, at 48-49. A § 1962(c) claim exists only if the alleged enterprise is distinct from the “person” (the defendant). Riverwoods Chappaqua Corp. v. Marine Midland Bank, 30 F.3d 339, 343-44 (2d Cir.1994); Bennett v. United States Trust Co. of N.Y., 770 F.2d 308, 315 (2d Cir.1985). This distinctness requirement is not satisfied where the alleged enterprise consists of a corporate defendant (the “person”) associated with its own employees or agents carrying on the regular affairs of the corporation. Riverwoods, 30 F.3d at 344. Thus, courts have dismissed § 1962(c) claims where the alleged enterprise consists of nothing more than agents or employees of the defendant corporation. See, e.g., Riverwoods, 30 F.3d at 344-45 (enterprise consisting of defendant bank and its employees); Brittingham v. Mobil Corp., 943 F.2d 297, 300-02 (3d Cir.1991) (enterprise consisting of defendant corporation, its subsidiary, and an advertising agency representing the corporation); Odishelidze v. Aetna Life & Cas. Co., 853 F.2d 21, 23-24 (1st Cir.1988) (enterprise consisting of defendant insurance company and its subsidiaries and employees). However, a single entity simultaneously can be both the person and one of a number of members of the enterprise — a § 1962(c) claim is stated where the defendant corporation “associates with others to form an enterprise that is sufficiently distinct from itself.” Riverwoods, 30 F.3d at 344; Cullen v. Margiotta, 811 F.2d 698, 729-30 (2d Cir. 1987). Thus, while the enterprise and the person cannot completely overlap, partial overlap is permitted. Riverwoods, 30 F.3d at 344. Applying these principles, we conclude that Plaintiff has alleged an enterprise distinct from Defendants. It is true that many of the members of the alleged enterprise apparently were agents carrying out the ordinary business of MetLife, such as Federal Express, the medical examiners, and Equifax. However, the alleged enterprise also included USAREUR and USAFE, which were not “agents” of MetLife. Defendants argue that Plaintiff should not be permitted to avoid the distinctness requirement by including governmental entities in the enterprise, reasoning that such a course would permit any plaintiff to avoid the requirement simply by naming regulatory authorities as members of the enterprise. However, courts have held that an enterprise can include a governmental entity. See United States v. Freeman, 6 F.3d 586, 597 (9th Cir.1993); United States v. Angelilli, 660 F.2d 23, 30-35 (2d Cir.1981). Furthermore, Plaintiffs allegations demonstrate that USAREUR and USAFE were not in the position of ordinary regulatory entities. Rather, Plaintiff alleges that MetLife entered into an affirmative agreement with USAREUR and USAFE to permit MetLife to sell policies to military personnel in Europe. RICO Stmt, at 49-50, 60. Plaintiff alleges that USAREUR and USAFE thus provided a “legitimate front” to disguise MetLife’s illegal sales of policies. Id. at 56. Plaintiff alleges that MetLife representatives worked out of military bases, and that MetLife deceived the military by not informing it that MetLife intended to sell policies to non-military personnel. Id. at 62, 69. This appears to be the type of usurpation of a legitimate enterprise at which RICO was directed. See Riverwoods, 30 F.3d at 344 (noting that the enterprise may be a passive victim of the defendant’s racketeering activity). We thus conclude that Plaintiff has adequately pled the existence of an enterprise distinct from Defendants. 4. §§ 1962(a) and (b) Defendants contend that Plaintiff’s claims under §§ 1962(a) and (b) should be dismissed because Plaintiff has failed to plead the requisite “investment injury” under § 1962(a) and the requisite “acquisition injury” under § 1962(b). Because the analysis of these concepts is similar, we address them together. To state a claim under § 1962(a), a plaintiff must allege an injury by reason of the defendant’s use or investment of racketeering income in an enterprise. Ouaknine v. MacFarlane, 897 F.2d 75, 82-83 (2d Cir.1990). It is not sufficient merely to allege an injury caused by the predicate acts of racketeering themselves. Id. The rationale for this “investment injury” requirement is that the essence of a § 1962(a) violation is not the commission of predicate acts, but rather the investment of racketeering income. Id. This is in contrast to § 1962(c), whose essence is the commission of predicate acts in connection with conducting the affairs of an enterprise. Id. Thus, a plaintiff who is injured solely as a result of predicate acts may sue only under § 1962(c); § 1962(a) is limited to those plaintiffs who can show a distinct injury caused not by predicate acts, but by the use or investment of racketeering income. Lightning Lube. Inc. v. Witco Corp., 4 F.3d 1153, 1188-89 (3d Cir.1993); Danielsen v. Burnside-Ott Aviation Training Ctr., Inc., 941 F.2d 1220, 1229-30 (D.C.Cir.1991). Similarly, to state a claim under § 1962(b), a plaintiff must allege an injury by reason of the defendant’s acquisition or maintenance of an interest in or control of an enterprise. Discon, Inc. v. NYNEX Corp., 93 F.3d 1055, 1062-63 (2d Cir.1996). As with § 1962(a), it is not sufficient merely to allege an injury caused by the predicate acts themselves. Id.; Lightning Lube, 4 F.3d at 1190-91. The rationale for this “acquisition injury” requirement is analogous to that of the investment injury requirement of § 1962(a) — the essence of a § 1962(b) violation is not the commission of predicate acts, but rather the acquisition or maintenance of an interest in or control of an enterprise. See Lightning Lube, 4 F.3d at 1190-91; Danielsen, 941 F.2d at 1230-31. Thus, a plaintiff cannot recover under § 1962(b) unless he alleges a distinct injury caused not by predicate acts but by the defendant’s acquisition or maintenance of an interest in or control of an enterprise. See Discon, 93 F.3d at 1062-63. We conclude that Plaintiff has alleged injuries caused solely by the predicate acts themselves, and has failed to allege any distinct injury caused by Defendants’ use or investment of racketeering income in the alleged enterprise or by Defendants’ acquisition or maintenance of an interest in or control of the enterprise. Plaintiff alleges that she was induced to purchase MetLife policies based on Defendants’ fraudulent representations and omissions with respect to the legality of the policies, the provision of local service representatives, the payment of the New York franchise tax, and the availability of guaranty fund protection. The alleged predicate acts which made up the pattern of racketeering activity consisted of the various instances of false representation made by means of mail and wire, as well as the transportation of proceeds in the form of premiums acquired through the alleged fraud. RICO Stmt, at 24-46. Thus, it is apparent that all of Plaintiff’s alleged injuries occurred by reason of the predicate acts, with Plaintiffs § 1962(c) claim encompassing all of her alleged injuries. Id. at 66-67 (asserting § 1962(c) claim based on fraudulent inducement, which caused injury to Plaintiff in the form of premiums paid, overcharge for franchise tax and local representatives, and cost of replacement insurance). Plaintiff attempts to salvage her claims under §§ 1962(a) and (b) by engaging in a form of circular reasoning which has been rejected by prior courts. As to § 1962(a), Plaintiff alleges that Defendants took the proceeds of the enterprise (the premiums obtained from policy sales) and reinvested them into the enterprise to cover the costs of the enterprise’s operation, including the recruitment and training of sales representatives and the payment of commission overrides and salaries to MetLife employees. Id. at 59-60, 68-69. Plaintiff also alleges that her policies contained a “reinvestment” feature in which policy dividends were automatically applied toward premium payments, and that this feature was an enticement which lead her to purchase her policies. Id. at 68-69. Plaintiff thus argues that Defendants reinvested the proceeds in the enterprise in order to sustain the enterprise, thus allowing the enterprise to continue to injure Plaintiff and other MetLife customers. This argument has been rejected by courts as an obvious attempt to avoid the investment injury requirement: [W]e have recognized repeatedly that this type of allegation — that the use and investment of racketeering income keeps the defendant alive so that it may continue to injure plaintiff — is insufficient to meet the injury requirement of section 1962(a). In such situations, we have held that the fact that a plaintiff claims that the injury allegedly perpetrated on it would not have occurred without the investment of funds from the initial racketeering activity does not change the fact the plaintiffs alleged injury stems from the pattern of racketeering, and not from the investment of funds by the defendant. Lightning Lube, 4 F.3d at 1188; see also R.C.M., 901 F.Supp. at 642 (holding that allegation that defendants’ investment of income enabled defendants to continue their fraudulent behavior did not satisfy investment injury requirement); Update Traffic Sys., Inc. v. Gould, 857 F.Supp. 274, 282-83 (E.D.N.Y.1994) (stating that “th[e] investment-injury requirement is not satisfied merely because the defendant/enterprise has reinvested money from the racketeering acts back into its own operations, thus enabling the scheme to continue.”); Dayton Monetary Assocs. v. Donaldson, Lufkin, & Jenrette Secs. Corp., No. 91 Civ.2050(LLS), 1993 WL 410503, at *3 (S.D.N.Y. Oct.14, 1993) (stating that “[plaintiffs’ allegation that the investment of racketeering income created and sustained the enterprises by providing funding and ‘the appearance of legitimacy’ is insufficient.”). As discussed, all of Plaintiffs injuries stemmed from the alleged predicate acts of fraudulent inducement. The reinvestment of proceeds simply allowed the alleged enterprise to continue operating, and thus continue causing injury to Plaintiff and other MetLife customers through further predicate acts of fraudulent inducement. Thus, Plaintiff has alleged injury stemming solely from the predicate acts, and her § 1962(a) claim must be dismissed. See Brittingham, 943 F.2d at 303-05 (concluding that plaintiffs had been injured solely by predicate acts of misrepresentation, and thus failed to allege a distinct investment injury); Ouaknine, 897 F.2d at 82-83 (same). Plaintiff raises a similar argument with respect to § 1962(b). Plaintiff asserts that Defendants acquired an interest in the enterprise by reaching an agreement with USAREUR and USAFE pursuant to which MetLife received authorization to sell policies to military personnel in Europe. RICO Stmt, at 60, 62. Plaintiff alleges that Defendants maintained this interest in the enterprise by relocating offices, changing procedures, and terminating local representatives, all in order to avoid detection by regulatory authorities. Id. at 60. Plaintiff thus alleges that USAREUR and USAFE provided a “legitimate front” which enabled Defendants to solicit and sell policies in Europe. Id. at 62, 69-70. Plaintiff bolsters these allegations by asserting that the termination of the local representatives, allegedly done to avoid detection by authorities and thus to maintain MetLife’s interest in the enterprise, served to injure Plaintiff by eliminating local representative service. Id. at 70. However, as with Plaintiff’s § 1962(a) assertions, these allegations are circular and therefore deficient. Plaintiff is merely alleging that Defendants’ relationship with USAREUR and USAFE sustained the enterprise so that Defendants could continue injuring Plaintiff and other • customers through predicate acts of fraudulent inducement. Thus, Plaintiffs § 1962(b) claim must be dismissed for the same reason as her § 1962(a) claim — Plaintiff has failed to plead any injury distinct from that which was caused by the predicate acts themselves. See Lightning Lube, 4 F.3d at 1191 (holding that allegation failed to state § 1962(b) claim because it “merely parrots the same injury that section 1962(c) is meant to remedy.”). 5. § 1962(d) Defendants contend that Plaintiff has failed to plead a conspiracy under § 1962(d), arguing that Plaintiff has failed to allege that all Defendants understood the scope of the enterprise and knowingly agreed to further its affairs through the commission of predicate acts. To state a claim under § 1962(d), a plaintiff must allege facts indicating the existenee of an agreement involving each of the defendants to commit two or more predicate acts, as well as facts indicating that each defendant understood the scope of the enterprise and was aware that the acts were part of a pattern of racketeering activity. Hecht v. Commerce Clearing House, Inc., 897 F.2d 21, 25-26 (2d Cir.1990). Plaintiff has met this standard. Plaintiff alleges that Defendants reached an agreement to commit predicate acts of fraud, and that Defendants were aware of the alleged fraudulent nature of the representations and omissions. RICO Stmt. at 5, 10, 11-20. Furthermore, Plaintiff sets forth the role which each Defendant played in the conspiracy. Id. at 11-20. Plaintiff’s allegations describe in detail a fraudulent scheme of vast proportions. Taking these allegations as true, there are sufficient facts to support an inference that all Defendants understood the scope of the scheme and agreed to further it. Plaintiff has thus stated a valid § 1962(d) claim. 6. Pleading fraud with particularity Defendants contend that Plaintiff has failed to plead the alleged predicate acts of fraud with the degree of particularity required by Federal Ride of Civil Procedure 9(b). In particular, Defendants contend that Plaintiff has failed to identify adequately the .time, participants, and content of the alleged fraudulent representations, and that Plaintiff has failed to plead facts giving rise to an inference of fraudulent intent on the part of each Defendant. The particularity requirement of Rule 9(b) has three purposes: (1) to provide defendants with fair notice of claims made against them; (2) to protect defendants’ reputations from “improvident charges of wrongdoing”; and (3) to protect defendants from strike suits. Acito v. IMCERA Group, Inc., 47 F.3d 47, 52 (2d Cir.1995). The first sentence of Rule 9(b), which requires that the circumstances constituting fraud be stated with particularity, has been interpreted to require a plaintiff to do the following: (1) specify the statements which are alleged to be fraudulent; (2) identify the speaker; (3) state where and when the statements were made; and (4) explain why the statements were fraudulent. Shields v. Citytrust Bancorp, Inc., 25 F.3d 1124, 1127-28 (2d Cir. 1994). The second sentence of Rule 9(b) permits mental state to be pleaded generally. Nevertheless, the Second Circuit has made clear that a plaintiff does not satisfy Rule 9(b) through mere speculation or conclusory allegations — rather, a plaintiff must allege facts giving rise to a “strong inference of fraudulent intent” on the part of each defendant. Acito, 47 F.3d at 52; Shields, 25 F.3d at 1128. The requisite “strong inference” can be established in one of two ways: (1) by alleging facts which show that the defendant had both the motive and the opportunity to commit fraud; or (2) by alleging facts which constitute strong circumstantial evidence of conscious misbehavior or recklessness. Acito, 47 F.3d at 52. We conclude that Plaintiff has adequately specified the circumstances constituting the alleged fraudulent acts so as to satisfy the particularity requirement of Rule 9(b). Plaintiff specifies the nature and content of the alleged misrepresentations by alleging that Defendants made false and misleading statements as to the legality of the insurance policies, the provision of permanent local service representatives, the New York franchise tax, and the fact that the policies were “as good as” policies sold in New York, and Plaintiff alleges why those statements were in fact false or misleading. RICO Stmt, at 5-9. Plaintiff adequately specifies the time, place, and speaker of the alleged misrepresentations. Plaintiff specifies the means of communication as telephone marketing, mailings, face-to-face sales presentations, advertisements in specific publications, premium notices, pamphlets, letters, and the like. Id. at 28, 31-32, 35, 37-38. Plaintiff describes the process by which Defendants recruited sales agents (seventeen of whom are named in Plaintiffs RICO Statement) and trained them to convey false and misleading information. Id. at 28. Plaintiff also details specific fraudulent communications on specific dates allegedly made by Defendant Athanassiades and by MetLife sales representatives Hall and Cular. Id. at 32-35. Of course, Plaintiff has not identified the specific time, place, and speaker of every false statement made during the course of the alleged decades-long scheme. This is not fatal to Plaintiff’s complaint. It is well-established that a plaintiff may plead on information and belief when facts are peculiarly within the defendant’s knowledge, so long as the plaintiff alleges the facts on which such belief is based. See DiVittorio v. Equidyne Extractive Indus., Inc., 822 F.2d 1242, 1247 (2d Cir.1987). Clearly, the precise time, place, and speaker of the many false statements allegedly made by MetLife personnel from 1957 to 1995 are matters peculiarly within MetLife’s knowledge. See, e.g., DiVittorio, 822 F.2d at 1248 (stating that pleading on information and belief is permissible in shareholder derivative suits “in which the complaining stockholders know little of the ways in which the corporation’s internal affairs are conducted.”); In re Bausch & L0mb Secs. Litig., 941 F.Supp. 1352, 1361 (W.D.N.Y.1996) (stating that “ ‘[w]e are reluctant to punish the plaintiffs for their ignorance of a specific factual detail, as long as defendants have adequate notice of why they are being sued and are capable of preparing a responsive pleading.’” (quoting Michaels Bldg. Co. v. Ameritrust Co., 848 F.2d 674, 681 (6th Cir.1988))). Plaintiff cannot be expected to possess more specific information than she has already set forth as to the exact time, place, and speaker of statements made by MetLife personnel. We also conclude that Plaintiff has adequately alleged circumstances giving rise to an inference of fraudulent intent. Plaintiff alleges ample facts to support an inference that Defendants had consciousness of wrongdoing, or were at least reckless as to the fraudulent nature of the company’s conduct. Plaintiff alleges that Defendants routinely changed issuing and placing procedures, and relocated the offices of the Overseas Operation at least four times, all in order to avoid detection by European regulatory authorities. RICO Stmt, at 47. Plaintiff alleges that Defendants were put on notice of the illegality of their insurance sales by correspondence from local sales representatives and their attorneys since 1990, by the 1989 arrest of a MetLife sales representative in Switzerland, and by various other enforcement actions undertaken by European authorities, including an investigation in Great Britain. Id. at 54. Furthermore, Plaintiff alleges that MetLife has for many years sold policies in various foreign countries outside of Europe in full compliance with the laws of those countries, thus raising the inference that MetLife was aware that its procedures in Europe were not in compliance with applicable legal requirements. Id,. Finally, we conclude that Plaintiff has adequately linked each of the individual Defendants to the alleged fraudulent scheme. It is well established that the mere fact that an individual is affiliated with a defendant corporation does not satisfy Rule 9(b)’s pleading requirements as to that individual. Mills v. Polar Molecular Corp., 12 F.3d 1170, 1175 (2d Cir.1993). Rather, a plaintiff must allege facts sufficient to create an inference that each individual defendant knew of or participated in the fraud. Id.; see also DiVittorio, 822 F.2d at 1247 (stating that the complaint “should inform each defendant of the nature of his alleged participation in the fraud.”); Landy v. Mitchell Petroleum Tech. Corp., 734 F.Supp. 608, 621 (S.D.N.Y.1990) (stating that a plaintiff satisfies Rule 9(b) as to defendant controlling persons where plaintiff avers that they had knowledge of the illegal conduct). We conclude that Plaintiffs allegations are sufficient to permit an inference that all of the individual Defendants had knowledge of or participated in the fraud. Plaintiff thoroughly describes a large, decades-long scheme, setting forth the role which Defendants played in that scheme. For many of the individual Defendants, Plaintiff is extremely precise as to the role played. RICO Stmt, at 11-20. For example, Plaintiff alleges that several specific Defendants participated in the relocation of the Overseas Operation’s offices and the changing of procedures, all in order to avoid detection by insurance authorities, and that several specific Defendants prepared New York State tax returns which concealed the nature of the overseas sales. Id. For some of the Defendants, Plaintiff has not been so specific. For example, as to Defendants Brewster and Cannatella, Plaintiff simply alleges that these individuals “knowingly managed, operated, maintained and conducted the illegal fraudulent activities of the Overseas Operations.” Id. at 15. However, given the immense nature of the fraudulent scheme which Plaintiff alleges, we conclude that an allegation of this nature, in combination with the other alleged facts, is sufficient to satisfy Rule 9(b). Plaintiff has thoroughly described the precise activities of the Overseas Operation which are alleged to have been unlawful, hence Defendants such as Brewster and Cannatella, who allegedly participated in managing the Operation, are put on adequate notice of the nature of Plaintiff’s claims against them. Plaintiff cannot be expected to plead the precise details of every Defendant’s role in the scheme, for such information is peculiarly within Defendants’ knowledge. See Bausch & Lomb, 941 F.Supp. at 1360-62 (concluding that plaintiff could not be expected to plead specific information about when and how directors became aware of misstatement of sales figures). Rather, it is sufficient that Plaintiff has pled the existence of a large fraudulent scheme— a scheme so large that the inference unavoidably arises that the individual Defendants, all of whom were MetLife personnel, were aware of or participated in it. The same reasoning holds true for those individual Defendants who sat on MetLife’s Board of Directors. See RICO Stmt, at 20. Plaintiff alleges that these Defendants sat on various committees, including the Audit and Legal and Social Responsibility Committees. Id. This creates an inference that these Defendants were aware of the illegality of Met-Life’s alleged conduct, especially in light of facts such as the arrest of a MetLife agent in Switzerland and the British investigation, events which must have put MetLife on notice of the possible illegality of its insurance sales. See, e.g., Cosmas v. Hassett, 886 F.2d 8, 13 (2d Cir.1989) (holding that plaintiff satisfied Rule 9(b) where facts gave rise to strong inference that individuals, as directors of