Opinion
No. NNH CV10 6010912 S
July 11, 2011
MEMORANDUM OF DECISION RE MOTION TO STRIKE #137
FACTS
On February 22, 2011, the plaintiff, Christine Svenningsen, filed an eight-count complaint against the defendants, Lee Harrison Corbin (Corbin), an attorney, and Kurzman, Eisenberg, Corbin, Lever Goodman, LLP (hereinafter the firm), the law firm at which Corbin is a principal. In her complaint, the plaintiff alleges the following facts.
Both defendants represented the plaintiff, a lucrative client, for many years in connection with her business and personal affairs. In 2004 and 2005, the defendants provided "detailed supervision" over a residential construction and renovation project for the plaintiff, which included building a pool house and renovating a house on Rogers Island in Branford, Connecticut. The defendants arranged for another one of their clients, the Spector Group, to work as architects on the plaintiff's project. The plaintiff alleges that the defendants informed her that they had obtained a waiver of any conflict of interest from the Spector Group and that they were representing her interests exclusively. Despite this, the plaintiff asserts that the defendants advised her to enter into a series of agreements with the Spector Group that also put them in charge of the design, management and supervision of the project. The agreements between the plaintiff and the Spector Group were ultimately detrimental to the plaintiff because the Spector Group committed several errors, overcharged the plaintiff, worked inefficiently and misled the plaintiff about the progress of the work.
The plaintiff alleges, inter alia, that the defendants colluded with the Spector Group in order to save money for themselves and the Spector Group, all while profiting from the plaintiff. The agreements that the defendants advised the plaintiff to enter into with the Spector Group were very broad, such that there was no independent review of the Spector Group's work. Moreover, the contracts that the defendants entered into on behalf of the plaintiff with the Spector Group did not adequately protect her interests, and the defendants authorized payments on the plaintiff's behalf for the Spector Group's management services without clearly defining the group's management responsibilities. In the end, the plaintiff alleges that the Spector Group's work was deficient and improper and that the defendants were aware that the Group was not doing its job. As a result of the defendants' alleged actions in collusion with the Spector Group, the plaintiff: (1) paid large amounts of unnecessary and improper fees to the defendants; (2) paid the Spector Group for improper work; (3) was forced to replace much of the Spector Group's work; (3) lost use of the property; (4) expended large sums of money to maintain and repair the property; and (5) suffered emotional distress.
Count one of the plaintiff's complaint is brought against Corbin and sounds in breach of fiduciary duty. Counts three and four allege violations of the Connecticut Fair Trade Practices Act (CUTPA) and are brought against Corbin and the firm, respectively, while counts five and six allege "reckless and intentional infliction of emotional distress," and are also brought against Corbin and the firm, respectively. Finally, count seven sounds in fraudulent misrepresentation and is brought against Corbin.
On March 4, 2011, the defendants filed a motion to strike counts one, three, four, five, six and seven of the revised complaint, along with a supporting memorandum of law. The plaintiff filed an objection to the motion to strike on May 18, 2011, to which the defendants filed a reply memorandum on May 27, 2011. This matter was heard on the June 6, 2011 short calendar.
DISCUSSION
"The purpose of a motion to strike is to contest . . . the legal sufficiency of the allegations of any complaint . . . to state a claim upon which relief can be granted." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003)."[I]f facts provable in the complaint would support a cause of action, the motion to strike must be denied." (Internal quotation marks omitted.) American Progressive Life Health Ins. Co. of New York v. Better Benefits, LLC, 292 Conn. 111, 120, 971 A.2d 17 (2009). "A motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, supra, 262 Conn. 498. The court must "construe the complaint in the manner most favorable to sustaining its legal sufficiency." (Internal quotation marks omitted.) American Progressive Life Health Ins. Co. of New York v. Better Benefits, LLC, supra, 292 Conn. 120.
I COUNTS ONE, THREE, FIVE AND SEVEN: THE COUNTS AGAINST CORBIN
The defendants argue that counts one, three, five and seven, which represent all of the counts against Corbin, individually, should be stricken on the ground that the plaintiff has failed to allege sufficient facts to pierce the corporate veil. Specifically, the defendants assert that a plaintiff must "plead and prove that the corporate shield should be pierced under either the instrumentality rule or the identity rule" in order to sustain the claims against Corbin. While the defendants acknowledge that the firm is a limited liability partnership and not a corporation, they argue that the instrumentality and identity rules apply here because a limited liability company is "analogous to a corporation for purposes of piercing the corporate veil." Moreover, the defendants argue that the plaintiff has only pleaded that Corbin was an agent of the firm and that this allegation is insufficient to pierce the corporate veil or to hold Corbin personally liable.
The plaintiff concedes that a partner in a limited liability company is not a proper party in an action simply by virtue of that party's status as a member or manager of the company. Here, however, the plaintiff asserts that Corbin has been named in the complaint for his own conduct. Thus, she argues that the court need not pierce the corporate veil because Corbin is liable for his own actions. Regardless, the plaintiff argues that the allegations of the complaint satisfy the instrumentality rule if the court decides to pierce the corporate veil. Specifically, the plaintiff argues Corbin had control of the policy and business practices with respect to the plaintiff, he used that control to commit "fraud or wrong" and "dishonest and unjust acts," and his "control and bad conduct was a proximate cause of the plaintiff's injury."
"Courts will . . . disregard the fiction of a separate legal entity to pierce the shield of immunity afforded by the corporate structure in a situation in which the corporate entity has been so controlled and dominated that justice requires liability to be imposed on the real actor . . . We have affirmed judgments disregarding the corporate entity and imposing individual stockholder liability when a corporation is a mere instrumentality or agent of another corporation or individual owning all or most of its stock." (Citations omitted; internal quotation marks omitted.) Angelo Tomasso, Inc. v. Armor Construction Paving, Inc., 187 Conn. 544, 552-53, 447 A.2d 406 (1982).
"Two theories for piercing the corporate veil are employed in Connecticut, the identity rule and the instrumentality rule." Cahaly v. Benistar Property Exchange Trust Co., 73 Conn.App. 267, 284, 812 A.2d 1 (2002), rev'd on other grounds, 268 Conn. 264, 842 A.2d 1113 (2004). "The identity rule has been stated as follows: If a plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise." (Internal quotation marks omitted.) DiPietro v. Farmington Sports Arena, LLC, 123 Conn.App. 583, 599, 2 A.3d 963, cert. granted on other grounds, 299 Conn. 920, 10 A.3d 1053 (2010). "The instrumentality rule requires, in any case but an express agency, proof of three elements: (1) Control, not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own; (2) that such control must have been used by the defendant to commit fraud or wrong, to perpetrate the violation of a statutory or other positive legal duty, or a dishonest or unjust act in contravention of plaintiff[s'] legal rights; and (3) that the aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of." (Internal quotation marks omitted.) Miller v. Guimaraes, 78 Conn.App. 760, 771, 829 A.2d 422 (2003).
Assuming, as the plaintiff in the present matter suggests, that the court need not pierce the corporate veil because Corbin is liable for his own actions, the court shall strike counts one, three, five and seven because the plaintiff has not pleaded sufficient allegations against Corbin. In her complaint, the plaintiff repeatedly refers to "the defendants," and she does not assert specific allegations against Corbin. The counts against Corbin are stricken because there is not enough of a basis to hold him personally liable.
The only allegations in the complaint that are specific to Corbin, include the following. In count one, the plaintiff asserts that "[t]he defendant Lee Harrison Corbin . . . is an attorney and a principal in the defendant law firm of Kurzman, Eisenberg, Corbin, Lever Goodman, LLP." In the same count, the plaintiff repeatedly refers to the "defendants" conduct while describing the alleged events, before concluding that "[t]he conduct of defendant Corbin described above breached his fiduciary duties to the plaintiff, including but not limited to: the duty not to prefer his interests to hers; the duty to avoid conflicts of interest; the duty to exercise due care in the discharge of fiduciary duties; the duty to be candid and honest in his dealings with her; and the duty not to permit and assist others to take advantage of the plaintiff." In count three, the plaintiff incorporates the allegations in count one and alleges that: "The acts and omissions of defendant Corbin constitute unfair or deceptive acts in violation of the Connecticut Unfair Trade Practices Act . . ." The plaintiff also alleges that Corbin's acts or omissions occurred in the course of his trade or business and that she suffered ascertainable loss because of his acts or omissions.
Likewise, in count five, the plaintiff incorporates the allegations in count one and then states: "The conduct of defendant Corbin described above was extreme and outrageous." The plaintiff also alleges that Corbin "knew that his conduct involved an unreasonable risk of causing emotional distress to the plaintiff," and that she suffered "severe distress" as a result of "Corbin's conduct." Finally, in count seven, the plaintiff once again incorporates the allegations from count one and states that "defendant Corbin's misrepresentations injured the plaintiff by hampering her efforts to receive just compensation for her losses and by causing her additional financial losses and emotional distress."
Additionally, the plaintiff has not alleged sufficient facts to pierce the corporate veil under the instrumentality rule. In her objection to the motion to strike, the plaintiff states in a footnote: "As it happens, the Court could pierce the corporate veil in any event, because [the] plaintiff has alleged facts that satisfy the `instrumentality rule,' in that: 1) Corbin has complete control of the policy and business practices in respect to the representation of [the] plaintiff in the subject transactions; 2) Corbin used this control to commit fraud or wrong and commit dishonest and unjust acts; and 3) that control and bad conduct was a proximate cause of [the] plaintiff's injury." This argument is purely conclusory, and the plaintiff fails to point to any allegations in the complaint that support such conclusions. Furthermore, as previously noted, the complaint is devoid of any specific allegations as to Corbin. Thus, the complaint lacks specific allegations as to Corbin's control of the policy and business practices regarding the plaintiff's representation, or how Corbin, as an individual, committed fraud, wrong and dishonest and unjust acts. For all of these reasons, the court shall strike counts one, three, five and seven, which represent all of the counts against Corbin.
The plaintiff's complaint fails the identity test for the same reason.
II COUNT FOUR: CONNECTICUT UNFAIR TRADE PRACTICES ACT (CUTPA)
The defendants move to strike count four, which alleges a violation of the Connecticut Unfair Trade Practices Act (CUTPA) against the firm, on the ground that the plaintiff's claim sounds in professional negligence and not the "entrepreneurial" aspects of the practice of law, as required by applicable case law. Thus, the defendants assert that CUTPA is inapplicable. The plaintiff does not dispute the defendants' iteration of the law. Instead, she argues that she has alleged facts that place the defendants' conduct within the entrepreneurial aspects of the law, and therefore, CUTPA applies.
General Statutes § 42-110b, also known as CUTPA, provides in subsection (a): "No person shall engage in unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce." "The purpose of CUTPA is to protect the public from unfair practices in the conduct of any trade or commerce . . . In determining whether certain acts constitute a violation of CUTPA, our Supreme Court has adopted the criteria set out in the Federal Trade Commission's cigarette rule: (1) [W]hether the practice, without necessarily having been previously considered unlawful, offends public policy as it has been established by statutes, the common law, otherwise — whether, in otherwords, it is within at least the penumbra of some common law, statutory, or other established concept of unfairness; (2) whether it is immoral, unethical, oppressive, or unscrupulous; (3) whether it causes substantial injury to consumers [competitors or other businessmen]." (Internal quotation marks omitted.) Sovereign Bank v. Licata, 116 Conn.App. 483, 493, 977 A.2d 228, cert. granted on other grounds, 293 Conn. 935, 981 A.2d 1080 (2009).
"[I]n general, CUTPA applies to the conduct of attorneys . . . The statute's regulation of the conduct of any trade or commerce does not totally exclude all conduct of the profession of law . . . Nevertheless, we have declined to hold that every provision of CUTPA permits regulation of every aspect of the practice of law . . . We have stated, instead, that, only the entrepreneurial aspects of the practice of law are covered by CUTPA . . . Accordingly . . . professional negligence — that is, malpractice — does not fall under CUTPA." (Citations omitted; internal quotation marks omitted.) Suffield Development Associates Ltd. Partnership v. National Loan Investors, L.P., 260 Conn. 766, 781, 802 A.2d 44 (2002). "The entrepreneurial exception is just that, a specific exception from CUTPA immunity for a well-defined set of activities . . ." (Internal quotation marks omitted.) Id., 782. "Although [m]any decisions made by attorneys eventually involve personal profit as a factor, but are not considered part of the entrepreneurial aspect of practicing law . . . the conduct of a law firm in obtaining business and negotiating fee contracts does fall within the ambit of entrepreneurial activities." (Citation omitted; internal quotation marks omitted.) Anderson v. Schoenhorn, 89 Conn.App. 666, 674, 874 A.2d 798 (2005).
In Brown v. Yale-New Haven Health Services, Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 10 6005559 (February 3, 2011, Adams, J.), a doctor filed suit against several parties, including the law firm that represented him, his employer, the hospital where he worked, and several other physicians, in connection with a single medical malpractice action. In his complaint, the doctor alleged that the law firm never informed him that he had the option to obtain independent counsel, nor did they advise him of the potential conflicts of interest that could arise from their representation of so many different parties in the same transaction. Id. Moreover, the doctor alleged that the firm's representation of all of the parties permitted the firm to bill more than they would have had they represented only one party in the dispute. Id. These allegations were the basis of the doctor's CUTPA claim, which the firm moved to strike. Id. The firm argued that CUTPA did not apply because the doctor's allegations fell within the representational, rather than the entrepreneurial, aspects of the practice of law. Id.
The court disagreed with the law firm and denied the motion to strike, concluding: "If read in a light most favorable to the pleader and accepted as true, these allegations suggest that the defendant failed to divulge a potential conflict of interest in order to convince the plaintiff to have it represent him in the . . . lawsuit and that this was done so that the plaintiff could over-bill its clients . . . The allegations of count nine also directly implicate the defendant's billing practices in that the plaintiff alleges that the defendant over-billed as a result of its representation of multiple clients in the . . . lawsuit . . . Consequently, although it is a close call, the court finds that the plaintiff alleges enough facts regarding the solicitation of clients and billing practices to arguably place this matter within the entrepreneurial exception to the CUTPA immunity afforded to attorneys." Id.
In contrast, CUTPA claims have not stood against attorneys where the wrongdoing alleged sounded in representational work. In Vitagliano v. Guzman, Superior Court, judicial district of New London, Docket No. CV 07 4008552 (June 16, 2009, Martin, J.), Judge Martin aptly summarized several of these cases: "[W]here the complaint concerns issues involving the heart of representation such as competence, strategy or duty, the conduct is not within the scope of CUTPA. In Beverly Hills Concepts, Inc. v. Schatz Schatz, Ribicoff Kotkin, 247 Conn. 48, 51-54, 79, 717 A.2d 724 (1998), the Supreme Court found that the attorney's conduct was not within the scope of CUTPA when it involved a failure to act in the course of providing legal services, which included the failure to file necessary papers for a commercial client to legally operate its business in Connecticut.
"Similarly, in DePrimo v. Chiarelli, Superior Court, judicial district of New Haven, Docket No. CV 01 0454691 (February 9, 2004, Zoarski, J.T.R.), the attorney's conduct fell within the scope of the representational aspects of the practice of law when his conduct and the conduct of his firm included: fraudulently inducing their client to sign an appearance form: filing an appearance form against his express wishes and explicit instructions; refusing to represent him in a custody case without an additional fee; terminating their representation of him without his permission or consent; and filing two unethical, oppressive or unscrupulous lawsuits against him. In Salzano v. Goulet, Superior Court, judicial district of New Haven at Meriden, Docket No. CV 04 0287567 (April 18, 2005, Wiese, J.) ( 39 Conn. L. Rptr. 166, 167-70), an attorney and his law office's alleged conduct were not within the scope of the entrepreneurial aspect of the practice of law when their alleged conduct stemmed from either their failure to inquire into the zoning status of a parcel of land or any conclusions drawn by them after any such inquiry." Vitagliano v. Guzman, supra, Superior Court, Docket No. CV 07 4008552.
The present matter is more akin to Brown than to those cases alleging representational claims. Although the plaintiff was an existing client when the firm represented her in connection with the construction project, she alleges that the firm "actively sought opportunities to bill [her] more money." She also alleges that: "Both defendants arranged for a client of their firm [the Spector Group] to be the architects in charge of the plaintiff's project. In doing so, both defendants told [the Spector Group] . . . that the plaintiff was a very wealthy woman whom [they] could charge large fees and from whom [they] could make a large profit, as the defendants had been doing . . . Both defendants also told the plaintiff that . . . they were representing her interests exclusively, and they even told her that they had obtained from Spector a waiver of any conflict of interest in order to represent the plaintiff zealously in negotiations with Spector." Finally, she alleges, inter alia, that she paid the firm "large amounts of unnecessary and improper fees" as a result of the firm's collusion with the Spector Group and their representation of both parties. When read in a light most favorable to the plaintiff, these allegations, along with others in count four, are sufficient to state a cause of action under CUTPA because they allege actions that fall within the entrepreneurial exception to attorney immunity. These allegations suggest that the firm lied to the plaintiff about its representation of the Spector Group in order to retain the plaintiff as a client on this project and over-bill her. The court shall deny the motion to strike as to count four.
III COUNT SIX: RECKLESS AND INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS
In their motion to strike, the defendants argue that count six should be stricken because Connecticut does not recognize a cause of action for reckless infliction of emotional distress and because the complaint fails to allege extreme and outrageous conduct necessary to sustain an intentional infliction of emotional distress claim. In response, the plaintiff argues that count six states a cause of action for "reckless or intentional infliction of emotional distress." The plaintiff asserts that she has sufficiently pleaded the elements of intentional infliction of emotional distress and notes that the Supreme Court recognized a cause of action for reckless infliction of emotional distress in Craig v. Driscoll, 262 Conn. 312, 813 A.2d 1003 (2003).
"Connecticut courts have not conclusively determined if a separate cause of action exists for reckless infliction of emotional distress. The leading case in Connecticut regarding reckless infliction of emotional distress is Craig v. Driscoll [ supra, 262 Conn. 312]. In Craig, the Supreme Court implicitly recognized a cause of action for reckless infliction of emotional distress on a bystander when it determined that a plaintiff could use the same language in two counts of a complaint to allege both negligent and reckless conduct in a cause of action for infliction of emotional distress on a bystander. Id., 341-43 . . . The Craig court did not directly address, however, whether reckless infliction of emotional distress was a distinct cause of action from intentional infliction of emotional distress in a non-bystander context.
"Prior to Craig, courts were split as to whether Connecticut recognized a cause of action for reckless infliction of emotional distress. See Drennan v. Geist, Superior Court, judicial district of Middlesex, Docket No. CV 990089114 (January 29, 2002, Shapiro, J.) (citing Superior Court cases alternately striking and permitting causes of action for reckless infliction of emotional distress); and Del Core v. Mohican Historic Housing Associates, Superior Court, judicial district of New London, Docket No. CV 02 0560919 (July 9, 2002, Hurley, J.T.R.) [ 32 Conn. L. Rptr. 481] (citing cases to support the statement that `[a]n allegation of reckless conduct which inflicts emotional distress is regarded as an allegation of intentional infliction of emotional distress'), aff'd, 81 Conn.App. 120, 837 A.2d 902 (2004).
"After Craig, although the appellate courts have not directly addressed whether there is a distinct cause of action for reckless infliction of emotional distress, they have often implied that there is not. See Carrol v. Allstate Ins. Co., 262 Conn. 433, 451-52, 815 A.2d 119 (2003) (Borden, J., concurring) (writing separately to highlight an anomaly in the burden of proof in `the "conduct" element of the twin torts of intentional infliction of emotional distress and negligent infliction of emotional distress'); Petitte v. DSL.net, Inc., 102 Conn.App. 363, 374 n. 2, 925 A.2d 457 (2007) (`Connecticut recognizes two types of emotional distress claims, intentional infliction of emotional distress . . . and negligent infliction of emotional distress.' (Citations omitted.)); Olson v. Bristol, 87 Conn.App. 1, 6-8, 863 A.2d 748, cert. granted on other grounds, 273 Conn. 914, 870 A.2d 1083 (2005) (stating `we believe that the court incorrectly applied a behavioral standard for wilful infliction of emotional distress to a complaint founded solely on negligence' before comparing intentional and negligent infliction of emotional distress claims); Benton v. Simpson, 78 Conn.App. 746, 756-57, 829 A.2d 68 (2003) (stating that `[t]he difference between the two torts of inflicting emotional distress is significant' in reference to intentional and negligent infliction of emotional distress)." (Citation omitted.) Montanaro v. Baron, Superior Court, judicial district of New Haven, Docket No. CV 06 5006991 (March 28, 2008, Robinson, J.); see also Kaya v. New London, Superior Court, judicial district of New London, Docket No. CV 05 4004203 (December 20, 2010, Cosgrove, J.).
Under the analysis in Montanaro and Kaya, Connecticut does not recognize a cause of action for reckless infliction of emotional distress in a non-bystander context. The court must also address whether the plaintiff alleges sufficient allegations to support a claim for intentional infliction of emotional distress.
"To prove intentional infliction of distress, the plaintiff must demonstrate (1) that the [defendant] intended to inflict emotional distress or that he knew or should have known that emotional distress was the likely result [from] his conduct; (2) that the conduct was extreme and outrageous; (3) that the defendant's conduct was the cause of the plaintiff's distress; and (4) that the emotional distress sustained by the plaintiff was severe." (Internal quotation marks omitted.) Hall v. Bergman, 296 Conn. 169, 182-83 n. 9, 994 A.2d 666 (2010). "Liability has been found only where the conduct has been so outrageous in character, and so extreme in degree, as to go beyond all possible bounds of decency, and to be regarded as atrocious, and utterly intolerable in a civilized community. Generally, the case is one in which the recitation of the facts to an average member of the community would arouse his resentment against the actor, and lead him to exclaim, Outrageous!" (Internal quotation marks omitted.) Tracy v. New Milford Public Schools, 101 Conn.App. 560, 569-70, 922 A.2d 280, cert. denied, 284 Conn. 910, 931 A.2d 935 (2007).
"Whether a defendant's conduct is sufficient to satisfy the requirement that it be extreme and outrageous is initially a question for the court to determine . . . Only where reasonable minds disagree does it become an issue for the jury . . . Therefore, in assessing a claim for intentional infliction of emotional distress, the court performs a gatekeeping function. In this capacity, the role of the court is to determine whether the allegations of a complaint . . . set forth behaviors that a reasonable fact finder could find to be extreme or outrageous. In exercising this responsibility, the court is not fact-finding, but rather it is making an assessment whether, as a matter of law, the alleged behavior fits the criteria required to establish a claim premised on intentional infliction of emotional distress." (Citations omitted.) Hartmann v. Gulf View Estates Homeowners Ass'n., Inc., 88 Conn.App. 290, 295, 869 A.2d 275 (2005). As one Superior Court judge has noted, although the definition of "outrageous" is "somewhat subjective," "there are some basic things the courts appear to agree upon." Deutsche Bank v. Lichtenfels, Superior Court, judicial district of New Haven, Docket No. CV 04 4003402 (June 17, 2009, Corradino, J.) ( 48 Conn. L. Rptr. 133, 137). For example, "the cases distinguish between situations where a person merely accuses another of fraudulent or dishonest activity as opposed, for example, to actively encouraging or trying to bring about a false prosecution." Id.
Count six of the plaintiff's complaint incorporates allegations from count two by reference, and count two incorporates the allegations of count one. That such allegations do not rise to the level of extreme and outrageous conduct such that they warrant an intentional infliction of emotional distress claim. Moreover, even when read in a light most favorable to the plaintiff, the allegations of the complaint do not rise to the level of extreme and outrageous conduct, a very high standard. The plaintiff's complaint merely accuses the firm of fraudulent and dishonest activity, which the case law distinguishes from more egregious actions. As a result, the court shall grant the motion to strike count six of the plaintiff's complaint.
CONCLUSION
Based on the foregoing analysis, the court shall grant the motion to strike as to counts one, three, five and seven, which are brought against Corbin, and grant the motion to strike as to count six, which is brought against the firm. The court shall deny the motion to strike as to count four.