UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

DENTONS US LLP, Plaintiff ,

v. THE REPUBLIC OF GUINEA, et al., Defendants

. Civil Action No. 14-1312 (RDM)

THE REPUBLIC OF GUINEA, et al., Counterclaims and Third-Party Plaintiffs ,

v. DENTONS US LLP, et al., Counterclaims and Third-Party Defendants

.

MEMORANDUM OPINION AND ORDER In August 2014, Dentons US LLP (“D entons US”) filed a complain t against the Republic of Guinea and its Ministry of M ines and Geology (collectively, “Guinea”), alleging claims for breach of contract, quantum meruit, unjust enrichment, and acco unt stated. See Dkt. 1 (“Compl.”). Dentons US alleges , in particular, that Guinea has not paid more than $10 million in legal fees for work performed by D entons US and its British and French affiliates on behalf of Guinea on a large natural resource s development project. Compl . ¶¶ 3–6, 59. Guinea answered that complaint and counterclaimed, asserting its own breach of contract claim, as well as claims for breach of fiduciary duty, fraudulent inducement, and injunc tive relief. Dkt. 252 (“Countercl.”). Guinea also asse rted those same claims against three third-party defendants: Salans FMC SNR Denton Group (a Sw iss Verein) (“the Dentons Vere in”), Dentons Europe LLP (“Dentons Europe”), and Dentons UKMEA LLP (“Dentons UKMEA”) (co llectively, “ThirdParty Defendants”) . Countercl. ¶¶ 2, 8–14. Dentons US now moves, pursuant to Rule 12(b)(6), to dismiss Co unts III (fraudulent inducement) and IV (injunctive re lief) for failure to state a c laim upon which relief may be granted, and, pursuant to Rule 12(f), to strike Guinea’s allega tions relating to the Ebola crisis as “[i]rrelevant and [p]rejudi cial.” Dkt. 39 at 8, 14–23. The Th ird-Party Defendants, in turn, move to dismiss all of the claims asserted against them on multiple grounds. Dkt. 40. The Dentons Verein argues that because Guinea’s claims against it stem from the incorrect “notion that [the Dentons Verein] engages in the p ractice of law,” those claims m ust fail. Id. at 7. Dentons Europe and Dentons UKMEA, in tur n, argue that the contract gove rning their relationships with Guinea “unambiguously provide[s] for exclusive jurisdiction in foreign courts” in accordance with the contract’s “for um-selection clauses.” Id. All three Third-Party Defendants, moreover, contend that Counts I (breach of contract), III, and IV each fa il to allege one or more essential elements and thus fail to state a claim. Id. For the reasons explained below, t he Court will grant Dentons U S’s motion to dismiss Count III; grant, in part, its motion to dismiss Count IV; and deny its motion to strike. The Court will also grant the Third-Party Defendants’ motion to dismiss a ll Counts against Dentons Europe and Dentons UKMEA, and will grant their motion to dismiss Count s II and III, and, in part, Count IV as asserted against the Dentons Verein, but will deny their motion to dismiss Counts I and, in part, Count IV, as asserte d against the Dentons Verein.3 I. BACKGROUND For purposes of the pending motions to dismiss, the following f acts, which are taken from Guinea’s counterclaims and third-p arty complaint and from docum ents incorporated by reference, are taken as true. See Am. Nat’l Ins. Co. v. FDIC , 642 F.3d 1137, 1139 (D.C. Cir. 2011); see also Nichols v. Vilsack , No. 13-01502, 2015 WL 9581799, at *1 (D.D.C. Dec. 30, 2015) (explaining that in “adjudi cating a motion to dismiss for failure to state a claim, a court may consider, along with the fact s alleged in the complaint, ‘a ny documents either attached to or incorporated in the complaint a nd matters’ subject to ‘judicial notice’”) (quoting EEOC v. St. Francis Xavier Parochial Sch. , 117 F.3d 621, 624 (D.C. Cir. 1997)). Most notably, this incl udes the relevant retainer agreemen ts, which are expressly reference d in Guinea’s counterclaims and third-party complaint, and upon whi ch all of the parties rely i n their respective briefs. To the extent the plain terms of those ag reements contradict the factu al allegations of Guinea’s counterclaims and third-party com plaint, moreover, the Court ne ed not accept the conflicting allegations. See Kaempe v. Myers , 367 F.3d 958, 963 (D.C. Cir. 2004). In an effort to develop natural re sources discovered in the Sim andou region of Guinea, the Republic of Guinea and its M inistry of Mines and Geology in itiated the “Simandou Project” with the sponsorship of several investors and the World Bank. Countercl. ¶15. Guinea “sought legal counsel” for the project and, at the request of its spons ors, targeted “counsel experienced in the development of sovereign re sources” who could “advise the g overnment” on the “infrastructure necessary to deve lop the nationally-owned miner al resources” found at the site. Countercl. ¶¶ 15–16. Guinea retaine d “SNR Denton” as counsel t o work on the Simandou Project, Countercl. ¶ 17, a nd, on August 25, 2012, Mohamed Lami ne Fofana, Guinea’s Minister of Mines and Geology, formalized t he representation agreement, stating that “SNR Denton US4 LLP[’s]” “appointment as Ministry’s Counsel . . . [was] conside red to have begun on May 2, 2012” and would “continue . . . until September 30, 2012,” Dkt. 1-4 at 33 (Compl. Ex. 4). On December 24, 2012, the parties ex ecuted an agreement to cove r the three months that had passed since September 30, 2012 , and to extend the represen tation into the future. Dkt. 1-4 at 1 (Compl. Ex. 4); Countercl. ¶ 40. The new agreement (the “ Retainer Agreement”) was divided into two parts: the “Enga gement [L]etter,” which set ou t the specific terms of the retention, Dkt. 1-4 at 1–6 (Comp l. Ex. 4), and the “Terms of Bu siness,” which “contain[ed] the general terms and conditions appli cable” to the Firm’s “interna tional working groups,” id. at 3,
8–32. A. The Retainer Agreement
1. The Parties Dentons US, the Third-Party Def endants, and Guinea dispute whic h Dentons entities were parties to the Retainer Ag reement. According to Dentons U S and the Third-Party Defendants, only Dentons US was a party to the agreement. See Dkt. 39 at 9; Dkt. 40 at 19–22. In contrast, Guinea alleges thatDentons US and each of the Thi rd-Party Defendants—and perhaps other Dentons entities— were parties to the agreement. See Countercl. ¶¶ 3–5. The following facts, however, are not disputed. First, the Engagement Letter was signed by Jonathan D. Cahn, a partner in Dentons US’s Washington, D.C. office. D kt. 1-4 at 5, 33, 37 (Compl. Ex. 4); Dkt. 39 at 9. He does not, however, identify his affiliation in the Engagement Letter, whi ch was printed on “SNR DENTON” letterhead. Dkt. 1- 4 at 1, 5 (Compl. Ex. 4). Second, the Engagement Letter asserts that Guinea is engaging “the fir m SNR Denton US LLP and its aff iliates,” which it then refers to collectively as “the Firm.” Id. at 1. Third, the Engagement Lette r states that the Terms of5 Business would apply to the engage ment and explains that the Te rms of Business apply “to all our international working groups.” Id. at 3. Fourth, the Terms of Bus iness, which is on “SNR Denton” letterhead similar to tha t used for the Engagement Lett er, in turn, asserts that “SNR Denton is the collective trade na me for an international legal practice including SNR Denton Group (a Swiss Verein), SNR Dento n UK LLP, SNR Denton US LLP an d their affiliated undertakings, each of which is a separate and distinct legal en tity.” Id. at 8. Fifth, under a section captioned “Contracting Par ties,” the Terms of Business states that “[w]e may appoint other Practices”—that is, othe r “distinct legal entit[ies] . . . that are Member[s] of” the Dentons Verein—“to assist with your matte r” as either a subcontractor o r agent. Id. at 9. Finally, the Terms of Business includes additional location-specific contrac t provisions for Dentons US, id. at 29–30, Dentons UKMEA, id. at 27–29, and Dentons Europe, id. at 17–18, but not for the Dentons Verein, and, aside from th e Engagement Letter’s outline of the hourly rates of employees at various offices, the Third-Party Defendants are no t otherwise mentioned in the Retainer Agreement, see, e.g. , id. at 1–6.
2. Compensation The Retainer Agreement also addresses the terms of the Firm’s c ompensation in some detail. In particular, the Engage ment Letter states that, alth ough the “Firm[’]s” “costs and fees” are typically “due upon receipt of [its] invoice,” the Firm und erstood that Guinea did not “currently have the necessary f unds to pay for the costs and fe es of the representation.” Dkt. 1-4 at 4, 10 (Compl. Ex. 4); Countercl . ¶ 18. “[W]ell aware of [Gu inea’s] urgent needs,” the “Firm” agreed to “defer collection of fees and expenses . . . until th e appropriate financing [was] in place,” so long as Guinea “implement[ed] in good faith all effo rts necessary to secure funding for [the Firm’s] representati on, either through [Guinea’s] budget o r through external funding.” Dkt.6 1-4 at 4 (Compl. Ex. 4); Count ercl. ¶¶ 18–19. The Engagement L etter further “authorizes the Firm to seek, with third parties , various options for the finan cing of its representation, and to present th[o]se options in the form of a written proposal to [G uinea] for its consideration.” Dkt. 1-4 at 4 (Compl. Ex. 4). Although the Engagement Letter explai ns that any amounts collected from those third-parties would be deducted from “the amounts du e by [Guinea],” id. at 5, the Terms of Business states that even “[w]here [Guinea] expect[s] a third party to reimburse” it for the Firm fees, the Firm remains “entitled to recover payment in full from [Guinea]” whether or not the external funding source pays “on time or at all,” id. at 10.
3. Dispute Resolution The Retainer Agreement also includes terms that discuss how di sputes between the parties were to be handled. C ountercl. ¶¶ 66–73. In the Engag ement Letter, the Firm states that, should Guinea “have any concern a bout any aspect of [the Firm’s ] services, including [its] invoices,” it should contact one of three designated employees— two in the Washington, D.C. office of Dentons US and one i n the London office of Dentons UK MEA—who were “committed to resolving any issue” raise d. Dkt. 1-4 at 5 (Compl. Ex. 4). To this, the Engagement Letter adds that the Firm has “a form al complaints procedure . . . ava ilable upon request.” Id. The Terms of Business echoes this statement, noting that should Gui nea become “dissatisfied with any aspect of [the Firm’s] serv ices, including the invoice,” it should “contact the Partner with overall responsibility” for Guin ea’s project and that the Firm has a “complaints policy.” Id. at 13. Should a conflict between the part ies escalate, the Terms of Bu siness specifies particular “dispute resolution mechanisms” for “each Practice” in its loca tion-specific sections. Id. at 13. For disputes relating to Dent ons Europe, for example, the Terms of Business states that “French7 law governs all the agreements and arrangements” made between the parties and that, if “any claim, dispute, or difference of any kind whatsoever arises,” the parties “agree to submit to the exclusive jurisdiction of the French courts.” Id. at 18. The Terms of Business goes on to explain that “[a]ny disputes relating t o the amount and payment of [Den tons Europe’s] fees shall be submitted to arbitration by the Bâtonnier of the Paris Bar Asso ciation.” Id. Similarly, the Terms of Business states that disputes relating to Dentons UKMEA are “govern[ed]” by “English law” and that the parties agree to “s ubmit to the exclusive jurisdic tion of the English courts,” save for instances in which Dentons UKM EA, “at [its] sole option,” choos es to “refer the . . . dispute . . . to arbitration in London.” Id. at 29. In contrast, the Terms of Business does not include fo rum selection (or arbitration) cla uses for claims involving Dentons US’s Washington, D.C. office or the Dentons Verein. See id. at 14–32. B. Representation The parties executed the Retainer Agreement in December of 2012 . Countercl. ¶ 40. Pursuant to the agreement, Gui nea “retain[ed] . . . attorneys” in the “Washington[, D.C.], London, and Paris offices” of vari ous Dentons entities. Counte rcl. ¶ 17. Although disputed, Guinea alleges that it “advan ced every good faith effort availa ble to it” to “secure funding for [the Firm’s work on] the Sima ndou Project,” but those efforts p roved unsuccessful. Countercl. ¶ 28. Guinea further alleges th at, although it “authorized” th e Firm to “communicate directly” with project sponsors like “Rio T into” and with the “World Bank ,” the Firm “failed to secure payment.” Countercl. ¶¶ 20–21, 32–33. The parties agree, more over, that Guinea made a $2 million payment to Dentons US. Acco rding to Dentons US, Guineamade the payment in partial fulfillment of its obligations under the Retainer Agreement. C ompl. ¶¶ 42–43. According to Guinea, in contrast, the payment was provided as “a good faith” “advance” in order to provide8 the Firm “time to arrange thir d party funding,” Countercl. ¶23, but Guinea anticipated that Dentons US would reimburse this amount to it after the Firm obt ained third-party funding, Countercl. ¶ 24. Ultimately, the F irm “withdrew as counsel” an d Guinea “was forced to retain new counsel” at substantial expense to “complete[ ] the work” o n the Simandou Project. Countercl. ¶¶ 33–37. C. Procedural History Dentons US filed suit in this Court in 2014, “seek[ing] to reco ver the value” of unpaid “legal fees and costs” stemming fro m the Firm’s representation of Guinea and its work on the Simandou Project from May 2012 to June 2013. See generally Compl. ¶¶ 2–7, 19–59. Guinea moved to dismiss Dentons US’s co mplaint on sovereign immunity a nd forum non conveniens grounds and because the Retainer Agreement purportedly “waived any possible right” for Dentons US to bring its “claim for fees in a U.S. Court.” See Dkt. 15 at 1–2. The Court denied Guinea’s motion on all grounds. See Dkt. 21. Guinea then answered Dentons US’s complaint, counterclaimed with four of its own causes of action, and fileda third-party complaint against the Dentons Verein, Dentons Europe , and Dentons UKMEA, alleging the same four causes of action. See Dkt. 25.
II. LEGAL STANDARD A motion to dismiss brought under Fede ral Rule of Civil Procedu re 12(b)(6) is designed to “test[] the legal suffi ciency of a complaint.” Browning v. Clinton , 292 F.3d 235, 242 (D.C. Cir. 2002). In evaluating such a m otion, the Court “must first ‘tak[e] note of the elements a plaintiff must plead to state [th e] claim’ to relief, and then determine whether the plaintiff has pleaded those elements with ade quate factual su pport to ‘state a claim to relief that is plausible on its face.’” Blue v. District of Columbia , 811 F.3d 14, 20 (D.C. Cir. 2015) (quoting Ashcroft v.9 Iqbal , 556 U.S. 662, 675, 678 (2009)) (alterations in original) (int ernal citation omitted). Although “detailed factual allegations” are not necessary to wi thstand a Rule 12(b)(6) motion, Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555 (2007), “a complaint must contain sufficien t factual matter, [if] accepted as tr ue, to ‘state a claim to rel ief that is plausible on its face,’” Iqbal , 556 U.S. at 678 (quoting Twombly , 550 U.S. at 570). A plaintiff ma y survive a Rule 12(b)(6) motion even if “recovery is ve ry remote and unlikely,” but the facts alleged in the complaint “must be enough to raise a right t o relief above the speculativ e level.” Twombly , 550 U.S. at 555–56 (quotation marks omitted). In those cases in which the Court concludes that the complaint— or a particular count in the complaint—fails to state a claim, it must then determine wh ether the complaint—or count— should be dismissed with or without prejudice. Given the prefe rence voiced in the Federal Rules of Civil Procedure for resolv ing disputes on their merits, “[d] ismissal with prejudice is the exception, not the rule, in federal practice.” Rudder v. Williams , 666 F.3d 790, 794 (D.C. Cir. 2012). “Accordingly, the ‘standar d for dismissing a complaint with prejudice is high: dismissal with prejudice is warranted only when . . . the a llegation of other facts con sistent with the challenged pleading could not possi bly cure the deficiency.’” Id. (quoting Belizan v. Hershon , 434 F.3d 579, 583 (D.C. Cir. 2006)) (alter ations in original). Finally, under Federal Rule of Civ il Procedure 12(f), the Court “may order stricken from any pleading . . . any redundant, immate rial, impertinent, or s candalous matter.” The “decision to grant or deny a motion to str ike is vested in the trial judg e’s sound discretion,” Aftergood v.
CIA , 355 F. Supp. 2d 557, 564 (D.D.C. 2005), but motions to strike “are not favored . . . and should usually be denied ‘unless it is clear that the allegatio ns in question can have no possible bearing on the subject matter of the litigation,’” Cobell v. Norton , 224 F.R.D. 1, 2 (D.D.C. 2004)10 (quoting Ulla-Maija, Inc. v. Kivimaki , 2003 WL 169777, at *4 (S.D.N.Y. Jan. 23, 2003)); see also Aftergood , 355 F. Supp. 2d at 565 (noting that “absent a ‘strong reason for so doing,’ courts will generally ‘not tamper with pleadings’” (quoting Lipsky v. Commonwealth United Corp. , 551 F.2d 887, 893 (2d Cir. 1976)). Although f ederal courts retain the discretion to strike immaterial allegations even in the absen ce of prejudice to the moving party, in practice, “many courts will grant such a motion only if the portions sought to be stricken as immaterial are also prejudicial or scandalous.” Uzlyan v. Solis , 706 F. Supp. 2d 44, 52 (D.D.C. 2010) (quotation marks omitted ). But, if the challenged allegat ions are both “i rrelevant and pre judicial to the defendant, a motion to strike will be granted.” Wiggins v. Philip Morris, Inc . 853 F. Supp. 457, 457 (D.D. C. 1994).
III. ANALYSIS
A. Fraud in the Inducement To state a claim for fraudulent inducement, the complaint must allege that the defendant (1) made a false representati on, (2) regarding a material fact, (3) with knowledge of the falsity of that representation, (4) and an i ntent to deceive, and that (5) the plaintiff acted in reliance on that false representation. See McWilliams Ballard, Inc. v. Level 2 Dev. , 697 F. Supp.2d 101, 108 (D.D.C. 2010) (citing In re McKenney , 953 A.2d 336, 342 (D.C. 2008)). Moreover, “[a]t least in cases involving commercial contr acts negotiated at arm’s length , there is the further requirement (6) that the defrauded party’s reliance be reasonable .” Hercules & Co. v. Shama Rest. Corp. , 613 A.2d 916, 923 (D.C. 1992); see also Regan v. Spicer HB, LLC , 134 F. Supp. 3d 21, 36 (D.D.C. 2015). As with other c laims premised on allegations of fraud, a claim for fraudulent inducement “must be pled with particularity under Rule 9(b) of the Federal Rules of Civil Procedure.” Buy Back District of Columbia, LLC v. Home Depot USA, Inc. , 2004 WL 4012265, at *1 (D.D.C. Dec. 14, 2004). That means, as the D.C. Circuit has explained, that the complaint11 must “‘state the time, place and content of the false misrepres entations, the fact misrepresented and what was retained or given up a s a consequence of the fraud ’” and must “identify individuals allegedly i nvolved in the fraud.” United States ex rel. Wi lliams v. Martin-Baker Aircraft Co., Ltd. , 389 F.3d 1251, 1256 (quoting Kowal v, MCI Commc’ns Corp. , 16 F.3d 1271, 1278 (D.C. Cir. 1994)). This more onerous pleading stand ard “serves to . . . safeguard[ ] potential defendants from frivolous accusations of moral turpit ude” and “guarantee[s] all defendants sufficient informa tion to allow for preparation of aresponse.” Intelsat USA Sales Corp. v. Juch-Tech, Inc. , 935 F. Supp. 2d 101, 107 (D.D.C. 2013) ( internal quotation ma rks omitted). Dentons US argues that Guinea’s claim for fraud in the induceme nt falls short of these standards at three points, and the Third-Party Defendants join in these arguments. Dkt. 39 at 14–20; Dkt. 40 at 22. In particular, it contends that Guinea h as not adequately alleged (1) that Guinea reasonably relied on the pur ported false representations ; (2) that Dentons US (and, by extension, that the Third-Party Defendants) had knowledge of th e purported falsity of these representations; or (3) that a ny allegedly false representation was made with an intent to deceive.
Id . The Court will address each argument in turn. As Dentons US acknowledges, its f irst argument turns on whether the Retainer Agreement was a “commercial contract” that was “negotiated at a rm’s length.” Dkt. 39 at 15–18. If it was not, Guinea need not allege that its reliance on the asserted false representations was “reasonable.” Hercules & Co. , 613 A.2d at 923. According to Gui nea, the negotiations were not at arm’s length because it was in “urgent” need of rep resentation, and, at the time the Retainer Agreement was negotiate d, Dentons US and its affiliate s had an existing a ttorney-client relationship with Guinea, giving r ise to a fiduciary relationsh ip. Dkt. 47 at 6, 9–10.12 The Court agrees with Guinea that it cannot c onclude on the ple adings, and drawing all inferences in favor of the nonmoving party, see Am. Nat’l Ins. , 642 F.3d at 1139, that the Retainer Agreement was negotiated at arm’s length. Dentons US is correct that this Court (Lamberth, J.) previously conclude d that the parties engaged in “commercial activity” at the time they entered the Retainer Ag reement. Dkt. 21 at 4-7. That con clusion, however, related solely to the availability of the “comm ercial activity” exception to t he Foreign Sovereign Immunities Act and has little bear ing on the present question. But, even if the Court were to conclude that the agreement was a “commercial contract” for purposes of tort law, a substantial question of fact would remain regarding wheth er the agreement was negotiate d at arm’s length or whether the parties had the type of “c onfidential relationship” that ob viates the need to allege or prove reasonable reliance. See Goldman v. Bequai , 19 F.3d 666, 674 (D.C. Cir. 1994) (“Whether two parties are in a confidential re lation is a fact-specific inqui ry, but in general a confidential relationship arises when one part y, having gained the trust and confidence of another, exercises extraordinary influence over the other party.” (quotation marks omitted)). That factual question cannot be resolved on a motion to dismiss. Dentons US and the Third-Party D efendants fare better on their second argument—that Guinea has inadequately allege d that Dentons US or any of the T hird-Party Defendants had knowledge of the purported falsity o f the relevant representati ons. Paragraph 59 of Guinea’s counterclaims and third-party com plaint lists five purported mi srepresentations. Countercl. ¶ 59(a)–(e). Most of these purpor ted misrepresentations are at odds with the plain terms of the Retainer Agreement and, thus, as a matter of law cannot support a claim of fraud. Guinea alleges, for example, that Dent ons US and its affiliates repres ented that “Guinea would not have to pay for services rendered by S NR Denton and its affiliates.” Countercl. ¶ 59(a). But that is13 not what the Retainer Agreement says. Rather, under the plain terms of the agreement, “costs and fees are due upon receipt of [th e Firm’s] invoice,” althoug h Guinea was allowed to “defer payment” while it made “good faith” efforts “to secure funding for [the] representation.” Dkt. 1- 4 at 4 (Compl. Ex. 4). Similarly, Gui nea alleges that “SNR Den ton falsely represented in the Retainer Agreement that its clie nts would be entitled to a disp ute resolution process with respect to any fee disputes.” Countercl . ¶ 59(e). But the Retainer Ag reement merely provides that the Firm maintains a “complaints policy” and specifies particular “ dispute resolution mechanisms” for particular practices, none of which are applicable here. See Dkt. 1-4 at 13–31 (Compl. Ex. 4). To the extent that Guinea relies on purported falsities co ntained in the Retainer Agreement, and those falsities are contrad icted by the plain terms of that very agreement, its claim for fraudulent inducement fails as a matter of law. See Kaempe , 367 F.3d at 963 (explaining that a court need not “accept as true th e complaint’s factual allegati ons insofar as they contradict exhibits to the complaint”). A nd, to the extent that Guinea intends to rely on purportedly false statements made outside the four corners of the Retainer Agreem ent, it has failed to comply with the requirement of Rule 9(b) that the operative pleading identi fy the specific representation at issue. See Fed. R. Civ. P. 9(b). This, then, leaves Guinea’s alle gation that Dentons US and its affiliates represented in the Retainer Agreement that they woul d seek third-party funding, an d that they “fa iled to make a good faith effort” to do so. Count ercl. ¶ 59(c). Once again, however, that is not what the agreement actually says. Rather, it merely “ authorizes the Firm to seek, with third parties, various options for the financi ng of its representation and to present th[o]se options in the form of a written proposal to the Ministry for its consideration.” Dkt. 1-4 at 4 (Compl. Ex. 4) (emphasis added). But, even beyond that, there is a vast diffe rence between the failure to satisfy14 a contractual requirement and e ntering into an agreement based on a knowing falsity. As Dentons US notes, the very next paragraph of Guinea’s countercl aims and third-party complaint alleges that the representati ons contained in the Retainer Agre ement “ proved to be false.” Countercl. ¶ 60 (emphasis added) . That allegation is a far cry from an allegation that the Firm knew, at the time that it entere d the Retainer Agreement, that it had no intention of seeking thirdparty funding. For similar reasons, the Court al so concludes that Guinea has f ailed to allege that Dentons US and its affiliates a cted with an “intent to deceive. ” Although Rule 9(b) permits a plaintiff to allege “intent ” and “knowledge” generally, see Fed. R. Civ. P. 9(b), Guinea has failed to meet even the traditional pl eading requirements. Indeed, Gu inea alleges no facts beyond reciting its view of w hat the Retainer Agreement required and a sserting that Dentons US and its affiliates failed to satisfy their obligations. If merely addi ng the conclusory assertion that Dentons US and its affiliates act ed with an intent to deceive w ere sufficient, virtually every claim for a breach of contract could also be pled as a fraud claim. Plainly, more is required. To sidestep these deficiencies, Guinea attempts to recast its f raudulent inducement claim as a claim for constructive fraud. Dkt. 47 at 6–7. “Construct ive fraud includes all the same elements as actual fraud except the intent to deceive,” and, inplace of requiring a showing of actual dishonesty, it “requires a plaintiff to demonstrate the existence of a confidential relationship between the plain tiff and defendant, ‘by which the defendant [wa]s able to exercise extraordinary influence over plaintiff.’” Cordoba Initiative Corp. v. Deak , 900 F. Supp. 2d 42, 50 (D.D.C. 2012) (quoting McWilliams Ballard, Inc. v. Broadway Mgmt. Co. , 636 F. Supp. 2d 1, 7 n.7 (D.D.C. 2009)); see also Himmelstein v. Comcast of the Dist., LLC , 908 F. Supp.2d 49, 59 (D.D.C. 2012). Because Dentons US allegedly had “a fiduciary . . . relation[ship] [with]15 Guinea” since initiating an attorney-client relationship in Mayof 2012, Guinea contends that Dentons US “had a higher respons ibility to ensure that it did n ot mislead, misrepresent, or omit critical facts when . . . entering i nto agreements” with its cl ient. Dkt. 47 at 7. That, however, is not the claim that Guinea brought , and Guinea cannot amend its counterclaims and third-party complaint by simple re-casting its claim in its opposition brie f. See, e.g. , Arbitraje Case de Cambio, S.A. de C.V. v. United States Postal Serv. , 297 F. Supp. 2d 165, 170 (D.D.C. 2003) (“It is axiomatic that a complaint may not be amended by the briefs in opposition to a motion to dismiss” (quoting Coleman v. Pension Benefit Guar. Corp. , 94 F. Supp. 2d 18, 24 n.8 (D.D.C. 2013)). As currently p led, Guinea’s counterclaims and third-pa rty complaint does not allege that Dentons US or its affiliates was able to “exercise extraordinar y influence over [Guinea],”
Cordoba , 900 F. Supp. 2d at 50 (quoting McWilliams Ballard , 636 F. Supp. 2d at 7 n.7), and, although Guinea does allege a sep arate count for breach of fidu ciary duty, that claim focuses on conduct post-dating entry of the R etainer Agreement, such as “o verbill[ing],” pursuit of a selfserving litigation str ategy, and failure to r eturn client files , see Countercl. ¶ 52(a), (b) and (e). In its current form, Guinea’s c ounterclaims and third-party com plaint thus fails to allege a claim of fraudulent inducement or constructive fraud. The Cour t will, accordingly, dismiss Count III without prejudice as against both Dentons US and the Third-Party Defendants.
B. Injunctive Relief Dentons US also moves to dismiss Count IV of Guinea’s countercl aims and third-party complaint, a cause of action Guinea styles as “injunctive relie f,” Dkt. 39 at 20–23, and the ThirdParty Defendants join in th at motion, Dkt. 40 at 22. In additi on, the Dentons Verein moves to dismiss this count on the separat e grounds that it is not engag ed in the practi ce of law and thus could not have violated any duty rel ated to the provision of le gal services. Id. at 13–15.16 As Dentons US correctly observes, see Dkt. 39 at 20–21, a “request for injunctive relief is a remedy and does not assert any separate cause of action,” Kemp v. Eiland , 139 F. Supp. 3d 329, 343 (D.D.C. 2015) (internal quotatio n marks omitted). Guinea d oes not dispute this noncontroversial proposition, but a rgues that, despite the labe l used in the counterclaims and third-party complaint, Count IV al leges a claim for breach of c ontract—and not a stand-alone claim for an injunction. The C ourt agrees. Although mislabele d, in substance C ourt IV alleges that Dentons US and its affiliate s agreed to defer efforts to c ollect payment on the Firm’s invoices and to submit any disput e to an internal Dentons dispu te resolution process before filing suit and that they breached these promises. Cou ntercl. ¶¶ 66-7 5. Construing Count IV as a claim for breach of contract, it ap pears to allege two separate breaches: first, that Dentons US and its affiliates breached their contractual undertaking to de fer collection efforts “until the appropriate financing [wa]s in place,” Countercl. ¶¶ 67, 74 (qu oting Dkt. 1-4 at 4 (Compl. Ex. 4)); and second, that they breached their agreement “to follow [their] own ‘formal complaints procedure,’” Countercl. ¶ 71 ( quoting Dkt. 1-4 at 5 (Compl. Ex. 4)). As explained below, the Court concludes that the first of these claims is sufficient to survive a motion to dismiss but that the second is not. Although it is unclear how such a c laim differs from Guinea’s d efense to Dentons US’s claim for breach of contract, Guine a has alleged that Dentons U S and its affiliates agreed not to seek “collection of [their] fees and expenses . . . until the a ppropriate financing [wa]s in place” and that they have breached that promise. Dkt. 1-4 at 4 (Compl . Ex. 4). The factual questions remain, of course, whether Guin ea engaged in all “good faith . . . efforts necessary to secure funding for th[e] representation” and whether “ap propriate fina ncing” was in place. Id. Those factual questions, moreover, mer ge with the merits of Dentons U S’s claims. But, construing the17 complaint “liberally in the pl aintiff[’s] favor,” and granting the plaintiff “the benefit of all inferences that can be derive d from the facts alleged,” Kowal , 16 F.3d at 1276; see also Thomas v. Principi , 394 F.3d 970, 972 (D.C. Cir. 2005), the Court concludes that Count IV states a claim—at least with respect to whether the necessary conditions were satisfied before Dentons US sought to collect on its outstanding invoices. To the extent Count IV alleges that Dentons US and its affiliat es breached an obligation to provide Guinea with an altern ative dispute resolution mechan ism, however, that claim fails. The provisions of the Retainer Agreement upon which Guinea reli es do not establish an alternative dispute resolution mechanism or an exhaustion requi rement. See Dkt. 39 at 21. To the contrary, the Retainer Agreement merely states that Dentons US and its affiliates are “committed to resolving any issues” that might arise with Guine a; that the Firm has “a formal complaints procedure,” which it promised to provide to Guinea “ upon request”; and that individual Dentons Practices ha ve “dispute resolution mechanism s,” which are described in the Terms of Business. Dkt. 1- 4 at 5, 13 (Compl. Ex. 4); Countercl . ¶¶ 69, 72. Read in context, however, the Firm’s “commit[ment ] to resolving any issues” appl ies only to “any concern about any aspect of [the Firm’s] services” that the Firm’s client —that is, Guinea—may have. Dkt. 1-4 at 5 (Compl. Ex. 4). Nothing in the Retainer Agreement even hi nts that this vague “commit[ment]” applies in cases in which it is the Firm that seeks redress. The same is true, moreover, with respect to the “fo rmal complaints procedure.” Id . As the Retainer Agreement makes clear, that policy—even i f it were binding—applies in cas es in which the client is “dissatisfied with the respons e” it receives from the Firm

. Id. at 13. Guinea’s reliance on the Practi ce-specific dispute resolution p olicies fares no better. Guinea asserts Count IV against Dentons US, the Dentons Verein, Dentons Europe, and Dentons18 UKMEA. Countercl. ¶¶ 2–3, 9–12, 65–67. Although the Court wil l discuss these policies in greater detail below, for present purposes it is sufficient to note that only Dentons US has sued Guinea for failure to pay its invo ices, and the counterclaims a nd third-party complaint do not identify any other collection effo rt that Guinea would have the Court enjoin in favor of some alternative dispute resolution mechanism. See Compl. ¶ 73; Countercl . ¶ 74. The Retainer Agreement, moreover, includes no s pecial rules or dispute resol ution mechanism for disputes between Guinea and Dentons US. The Court will, accordingly, dismiss Count IV, except to the l imited extent that it alleges that Dentons US and its affiliates breached the Retainer Agreem ent by seeking payment of the Firm’s fees before “appropriate funding” was in place.
C. Motion to Strike The Court turns next to Dentons US’s motion to strike “all refe rences to the Ebola epidemic” from Guinea’s counterclaims and third-party complaint . Dkt. 39 at 23–25. The Ebola epidemic is mentioned three time s in that pleading, most notabl y in connection with Guinea’s breach of contract claim. See Countercl. ¶¶ 46–47 (alleging that the financial damages cause d by Dentons US’s breach of contract “ occurred at a time when the co untry needed every available resource to address the Ebola ep idemic that ravaged the country ” leaving “Guinea in a much weaker position to address the hea lth crisis that paralyzed the nation and its economy” and that “killed more than 11,000 people in Guinea”); see also Countercl. ¶ 75 (alleg ing that in “the absence of injunctive relief,” Guinea will suffer financial har ms when it “must muster all of its resources to recover from the Ebola epidemic”). Dentons US argues that these ref erences to Ebola are “[i]rrelev ant and [p]rejudicial” and should be eliminated from the pl eading pursuant to Federal Rule of Civil Procedure 12(f), which19 permits the Court to “strike from a pleading . . . any redundan t, immaterial, impertinent, or scandalous matter.” Dkt. 39 at23. As Dentons US explains, be cause “the Ebola epidemic began long after Dentons US withdrew a s [Guinea’s] legal counsel,” re ferences to the epidemic “bear no rational connection to this dispute over legal fees.” Id. Dentons US also posits that the references to Ebola are “highly p rejudicial” because they attem pt to “link the outbreak of a terrifying disease . . . to a law firm seeking payment of its l egal fees.” Id. at 24. Guinea responds that had Dentons US “not breached its agreement, Guine a would have had available to it [additional funds] to use for Ebola relief” and because “the existence of the Ebola crisis is relevant to damages, Guinea shoul d not be made to sanitize the allegations contained in its Counterclaim to suit Dentons US.” Dkt. 47 at 15. The Court is far from convinced that the Ebola epidemic has any relevance to this case. Dentons US, however, faces a “high standard” in seeking to stri ke the arguably offending references. Wiggins , 853 F. Supp. at 457. In general, motions “under Rule 12(f) a re viewed with disfavor . . . and are infrequentl y granted.” 5C Wright & Mill er et al., Federal Practice and
Procedure § 1380 (3d ed. 2016); see also Stabilisierungsfonds Fur Wein v. Kaiser Stuhl Wine Distribs. Pty. Ltd. , 647 F.2d 200, 201 (D.C. Cir. 1981) (per curiam) (citing Wrigh t & Miller for the proposition that “motions to s trike, as a general rule, are disfavored”). Give n the fact that the parties have yet to brief the r ange of issues posed by Guinea’s contention that the Ebola epidemic has some bearing on damages—including, for example, questions o f proximate cause, foreseeability, and speculativeness—the Court will not strike t he references at this time. If Guinea elects to amend its counter claims and third-party compla int, as this decision elsewhere permits, however, it should give du e consideration to whether i t has a good-faith basis for including such a cont entious allegation.20 D. The Third-Party Defendants’ Motion to Dismiss Finally, the Third-Party Defenda nts move to dismiss Guinea’s cl aims against them for failure to state a claim under Rule 12(b)(6). See Dkt. 40.
1. The Dentons Verein The Dentons Verein argues that G uinea’s third-party complaint— which “depend[s] on the allegation that [the Third-P arty Defendants] practice law”— “do[es] not state a facially plausible cause of action agains t the Dentons Verein itself bec ause . . . the Dentons Verein does

not practice law.” Dkt. 40 at 13–14 (e mphasis in original). The Dentons Verein asserts, for example, that because it does not practice law it could not “en ter[] into an agreement to provide legal services,” Countercl. ¶ 39 ( Count I); could not “assume[] the role of a fiduciary . . . in agreeing to serve as counsel,” Countercl. ¶ 50 (Count II); woul d not make false representations to induce Guinea to contract for legal services that it could n ot provide, Countercl. ¶ 59 (Count III); and could not offer internal mediation over unpaid legal bills that it could not generate, Countercl. ¶ 66 (Count IV); see also Dkt. 40 at 14–15. Guinea responds that the Dentons Verein was “one of the affiliates within Dentons US who entered into t he Retainer Agreement to provide legal services” and that , as the Dentons V erein represe nted itself as a “global law firm” which was a collection of geographic “offices holding membershi p in a central entity,” there is “no reason to excuse the ringlead er umbrella organization from the law suit where the allegations of concerted activity are pr operly alleged.” Dkt. 48 at 4–9. Although Swiss vereins do not have “an exact legal counterpart in the United States,” they are “somewhat akin to an inc orporated membership associati on” that is “legally distinct from its members.” Jeffries v. Deloitte Touche Tohmatsu Int’l , 893 F. Supp. 455, 457 n.1 (E.D. Pa. 1995); see also In re Project Orange Assocs., LLC , 431 B.R. 363, 368 n.2 (Bankr. S.D.N.Y.21 2010). “[O]ffices of the ‘firm’ are linked via an association but are separate legal entities with separate revenue pools.” In re GSC Grp., Inc. , 502 B.R. 673, 735 n.227 (Bankr. S.D.N.Y. 2013). “Several courts have declined to treat” structures like vereins as “a single entity . . . jointly and severally liable” for the acts of its component firms “simply b ecause they share[] an associational name and/or collaborate[] on certa in aspects of the relevant tr ansaction.” In re Lernout & Hauspie Sec. Lit. , 230 F. Supp. 2d 152, 170 (D. Mass. 2002). But, at least at t he motion dismiss stage, it is sufficient for a plaintiff to make “specific factu al allegations of agency” or to allege that the verein directly intervened in the conduct at issue. See In re Parmalat Sec. Lit. , 377 F. Supp. 2d 390, 405 (S.D.N.Y. 2005). Applying these concepts her e, the Court concludes that some of Guinea’s claims may pro ceed against the Dentons Verein, while others must be dismissed. As to Count I, the Court is unpe rsuaded by the Dentons Verein’ s contention that Guinea’s claim fails as a matter of law. The Dentons Verein starts by p ointing to the Terms of Business, which states that “the Dentons V erein (a Swiss Verein) does notitself provide legal or other client services.” Dkt. 40 a t 14 (quoting Dkt. 1-4 at 8 (Compl. Ex. 4)). It then argues that “an entity that does not provide le gal services would not have plau sibly ‘entered into an agreement to provide legal services.’” Id. (quoting Countercl. ¶ 39). But t hat is not self-evident. Gui nea alleges that the Dentons Verei n “is comprised of several affili ated firms [that] form a global legal practice . . . through its member firms and affiliates, . . . e ach of which is a separate business entity and each of which conducts its own legal practice.” Cou ntercl. ¶ 2. Although conceding that the Dentons Verein does not itself provide the underlying legal services, this allegation is consistent with Guinea’s conten tion that the Dentons Verein, in essence, acted as the umbrella organization that facilitated the delivery of legal services bythe “separate busin ess entit[ies],”22 who are the members of the vere in. The Dentons Verein, moreove r, fails to identify any legal authority for the proposition tha t an entity that does not itse lf provide legal services cannot enter a contract pursuant to which i ts members provide those services . Nor has it shown, at least at this stage of the proceeding, tha t the Retainer Agreement unamb iguously bound only Dentons US. To the contrary, the Engageme nt Letter was arguably entere d into on behalf of Dentons US

“ and its affiliates ,” Dkt. 1-4 at 1 (Compl. Ex. 4) ( emphasis added), and the Terms of Business, which is on the same “SNR DENTON” letterhead as the Engagement Letter, explains that “SNR Denton is the collective trade na me for an international legal practice including” the Dentons Verein, Dentons US, and Dentons UKMEA, id. at 1, 8. At least for purposes of a motion to dismiss, these allegations are sufficient. 1 As to Count II, however, the Cour t is convinced that Guinea’s claim against the Dentons Verein fails as a matter of law . That count asserts a claim fo r breach of fiduciary duty based on the attorney-client relationshi p that existed bet ween Guinea an d its counsel. See Countercl. ¶¶ 51–55. The Terms of Business, howe ver, clearly states that the Dentons Verein “does not itself provide legal or other cl ient services,” Dkt. 1-4 at 8 ( Compl. Ex. 4), and Guinea does not allege that the Dentons Verein, i n fact, acted as its lawyer. Because the attorney-client relationship is a necessary element of this claim, and because there is no basis for inferring that the Dentons Verein acted as Guinea’s counsel, the Court will di smiss Count II as against the Dentons Verein.

1 Under the “general rule,” th e “obligation created by the prom ise of several persons is joint unless the contrary is made evident.” Welch v. Sherwin , 300 F.2d 716, 718 (D.C. Cir. 1962) (quotation marks omitted); see also Bender v. Jordan , 570 F. Supp. 2d 37, 47 & n.9 (D.D.C. 2008) (same). The parties have ye t to address whether and how this rule might apply in the present context.23 Because the Court has already conc luded that Count III fails to state a claim and that most of Count IV fails as a matter of law, see supra 10–18, this then leaves only the portion of Count IV that alleges that Dent ons US and the Third-Party Defen dants breached the Retainer Agreement when Dentons US brought suit seeking to collect its f ees. For the same reasons that the Court concludes that Count I s tates a claim against the Den tons Verein, it concludes that this remaining portion of Count IV also s urvives as against the Dent ons Verein.
2. Dentons Europe and Dentons UKMEA Finally, Dentons Europe and Dentons UKMEA argue that Guinea has “waived any right to bring suit” against them “i n a United States court by agreei ng to forum-selection clauses that unambiguously provide for exclusi ve jurisdiction in foreign cou rts.” Dkt. 40 at 7. In support of this defense, they point to the “ Location Terms of Business” co ntained in the Retainer Agreement and argue that Guinea ag reed to “the exclusive jurisd iction of the French courts” for all disputes “aris[ing] out of or in connection with” Dentons E urope’s representations of Guinea, 2 Dkt. 1-4 at 18 (Compl. Ex. 4), and “ the exclusive jurisdiction of the English courts” for all disputes “aris[ing] out of or in c onnection with” Dentons UKMEA ’s representation of Guinea,
id. at 29. Alternatively, they argue that, because they were not “ parties to the contract,” Guinea’s breach of contract claim (Count I) “must be dismissed.” Dkt. 4 0 at 19–22. Guinea responds that Dentons Eur ope and Dentons UKMEA should no t be permitted simultaneously to “fall back upon t he protections in the Retain er Agreement’s Terms of Business,” while “maintain[ing] at the same time that they are not parties to the Retainer Agreement or Terms of Busine ss.” Dkt. 48 at 10. That contenti on, however, is unpersuasive.

2 That same provision also provides that “disputes relating to th e amount and payment of [the Firm’s] fees shall be submitted to arbitration.” Dkt. 1-4 at 1 8 (Compl. Ex. 4).24 Guinea has alleged that Dentons E urope and Dentons UKMEA were p arties to the Retainer Agreement, and the adequacy of the counterclaims and third-party complaint must be assessed in light of Guinea’s allegations. See Iqbal , 556 U.S. at 678 (“[A] court must accept as true all of the allegations contained in a complaint[.]”). More substantively, Guinea also a rgues that “there is nothing i n the Retainer Agreement or [in] the Terms of Business that addresses the situation of j urisdiction against multiple” offices or that requires a claim to be “fractured among multiple jurisd ictions.” Dkt. 48 at 11. Although that is correct as far as it goe s, the text of the Location Ter ms of Business is sweeping and, on its face, includes the present ci rcumstances. It provides: “ [A]ny claim, dispute or difference of any
kind whatsoever aris[ing] out of or in connection with” any “agreements [or] a rrangements between you and us relating to our s ervices” is subject “to the exclusive jurisdiction of the French courts” or is subject to arbitration by “the Paris Bar A ssociation” (Dentons Europe), Dkt. 1-4 at 18 (Compl. Ex. 4) (emphasis added), and “ any claim, dispute or difference of any kind whatsoever . . . aris[ing] out of or in connect ion with” “all the agreeme nts [or] arrangements between you and us relating to our s ervices” is subject “to the exclusive jurisdiction of the English courts” (Dentons UKMEA), id . at 23 (emphasis added). Given the clarity and breadth of t his language, Guinea’s argume nt appears to boil down to one of fairness: If Dentons U S is able to litigate against Guinea in U.S. court, Guinea should be able to litigate against Den tons Europe and Dentons UKMEA inU.S. court as well and should not be forced to wage three separate legal battles across two c ontinents. It is unclear from the current record whether Guinea would, in fact, lose anything by limiting its claims to Dentons US. But, even assuming that it woul d, and recognizing the burden of being required to litigate a proceeding in three different fora, the Court must enforce the forum selection clauses agreed to25 by the parties “unless enforcem ent is shown by the resisting pa rty to be ‘unreasonable’ under the circumstances.” M/S Bremen v. Zapata Off-Shore Co. , 407 U.S. 1, 10 (1972); see also Commerce Consultants Int’l, In c. v. Vetrerie Riunite, S.p.A. , 867 F.2d 697, 700 (D.C. Cir. 1989) (explaining that there is “a s trong presumption in favor of enf orcement of freely negotiated contractual choice-of-fo rum provisions.” (quoting Mitsubishi Motors Corp. v. Soler ChryslerPlymouth, Inc. , 473 U.S. 614, 631 (1985))). “Unreasonable” forum-selection c lauses include those “induced by fraud or overreaching,” those where the “contractually selected forum is so unfair and inconvenient as, for all practical purposes[,] to de prive the plaintiff of a remedy or of its day in court,” and those wher e “enforcement would contraven e a strong public policy of the [forum] where the action is filed.” Water & Sand Int’l Capital, Lt d. v. Capacitive Deionization Tech. Sys., Inc. , 563 F. Supp. 2d 278, 283 (D.D.C. 2008) (quotation marks omitt ed) (second alteration in original). Here, the Court cannot conclude t hat enforcement of the forum s election clauses would be “unreasonable.” Guinea acknow ledges that each of the entiti es it seeks to sue constitutes “a separate business entity.” Countercl. ¶ 2. And, although it m ay be inconvenient for Guinea to proceed in three separate fora, it entered a Retainer Agreement that granted Dentons Europe and Dentons UKMEA the right to litig ate in their domestic fora. Re quiring that those entities litigate in the United States would, in t urn, impose additional burdens on them—even if those burdens may be less substantial than the burdens Guinea could face if r equired to pursue a “fractured” litigation in “multiple jurisdictions.” Dkt. 48 at 11. Under these circumstances, the Court must enforce the agreement of the parties. The Court will, accordingly, grant the motion of Dentons Europe and Dentons UKMEA to dismiss.26 CONCLUSION For the reasons discussed above , Count III of Guinea’s counter claims and third-party complaint is dismissed without prejudice and Count IV is dismis sed in part. Dentons US’s motion to strike is denied, als o without prejudice. The Denton s Verein’s motion to dismiss is granted, except with respect to C ount I and the above-identifie d portion of Count IV. Dentons Europe’s and Dentons UKMEA’s motion to dismiss is granted.
SO ORDERED

. /s/ Randolph D. Moss RANDOLPH D. MOSS United States District Judge

Date: September 25, 2016