The opinion of the court was delivered by: Chesler, District Judge
This matter comes before the Court on the motion by Defendants Connecticut General Life Insurance Company, CIGNA Health Corporation, and CIGNA Healthcare, Inc. (collectively, "Defendants") to dismiss the Amended Complaint, pursuant to Federal Rule of Civil Procedure 12(b)(6) [docket entry 15]. Plaintiffs Edward Gaelick and PSI Consultants, LLC (collectively, "Plaintiffs") have opposed the motion. The Court has opted to rule based on the papers submitted and without oral argument, pursuant to Federal Rule of Civil Procedure 78. For the reasons expressed below, Defendants' motion will be granted.
This action was initiated by Plaintiffs after Defendants declined to provide them with a price quote for one of their clients, only to provide a quote for that same client to Plaintiffs' competitor, which was ultimately accepted, causing Plaintiffs to forego a commission they allegedly would have made had Plaintiffs been the broker on the accepted deal.
Plaintiff PSI Consultants, LLC ("PSI") is an insurance broker whose business is to match companies seeking insurance with companies selling insurance. PSI has entered into producer agreements with Defendant Connecticut General Life Insurance Company ("CGLIC"), whereby it obtains quotes and solicits sales for insurance from CGLIC on behalf of its clients in return for a commission on any sale. According to the Amended Complaint, prior to becoming an insurance producer for CGLIC, CGLIC represented to PSI that CGLIC would (1) treat PSI the same as other CGLIC producers and (2) provide PSI with fair and reasonable insurance quotes "which were the same quotes that [CGLIC] would have provided its other producers for the same or similar clients." (Am. Compl. ¶ 18, June 2, 2011.)
Among PSI's clients was SAI Global US Holdings, Inc. ("SAI"), for whom PSI was broker of record. In or around June 2010, when SAI's group insurance policy was coming up for renewal with its then-insurer, PSI solicited a group insurance coverage quote from CGLIC on behalf of SAI, providing the insurance company with claims history through March 2010 for the proposed insured. Over the course of the next several months, CGLIC declined to supply PSI with a quote, advising it in October 2010 that SAI's claims history prevented CGLIC from providing a competitive estimate. On some unspecified date thereafter, PSI learned that CGLIC had provided a quote for SAI's group insurance to PSI's competitor, Mercer Health & Benefits ("Mercer"), even though the claims history provided by Mercer was significantly worse than that provided to CGLIC by PSI. Ultimately, SAI accepted the quote provided by Mercer, terminated PSI, and appointed Mercer as its broker of record. PSI avers that when it pressed CGLIC for an explanation, an unidentified representative of CGLIC "admitted [CGLIC] 'screwed up.'" (Am. Compl. at ¶ 31.)
According to Plaintiffs, CGLIC's actions have caused them to suffer damages in the form of lost commissions in connection with the SAI transaction. As a result, Plaintiffs filed the Amended Complaint ("Complaint") on June 2, 2011, asserting the following claims: 1) tortious interference with prospective economic advantage, 2) tortious interference with contractual relations, 3) fraud, 4) negligent misrepresentation, 5) breach of the covenant of good faith and fair dealing, 6) negligence, 7) unjust enrichment, and 8) promissory estoppel. Defendants filed the instant motion to dismiss for failure to state a claim upon which relief can be granted, pursuant to Fed.R.Civ.P. 12(b)(6).
A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) may be granted only if, accepting all well-pleaded allegations in the complaint as true and viewing them in the light most favorable to the plaintiff, a court finds that plaintiff's claims have facial plausibility. Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1965 (2007). This means that the Complaint must contain sufficient factual allegations to raise a right to relief above the speculative level, assuming the factual allegations are true. Id. at 1965; Phillips v. County of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). The Supreme Court has made clear that "a formulaic recitation of the elements of a cause of action will not do." Twombly, 127 S.Ct. at 1964-65; see also Ashcroft v. Iqbal, 129 S.Ct. 1937, 1950 (2009) ("While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.").
In evaluating a Rule 12(b)(6) motion to dismiss for failure to state a claim, a court may consider only the complaint, exhibits attached to the complaint, matters of public record, and undisputedly authentic documents if the complainant's claims are based upon those documents. See Pension Benefit Guar. Corp., 998 F.2d at 1196. The issue before the Court "is not whether plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence in support of the claims." In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1420 (3d Cir. 1997) (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)).
1. First Count: Tortious ...