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[Edited for Publication] In Re Currency Conversion Fee Antitrust Litigation – This action consolidates for centralized pretrial proceedings more than twenty putative class actions filed in this Court or transferred here by the Judicial Panel on Multidistrict Litigation. The underlying complaints challenge alleged foreign currency conversion policies by VISA and MasterCard, the two largest credit card networks, and their member banks, including Citigroup, Inc., Bank of America Corporation, Bank One Corporation, J.P. Morgan Chase & Company, Providian Financial Corp., and Household International, Inc. A Revised Consolidated Amended Class Action Complaint (“Complaint” or “Compl.”) asserts violations of the Sherman Act, 15 U.S.C. �1 et seq., arising out of alleged price-fixing conspiracies by and among VISA, MasterCard, their member banks, and Diners Club concerning foreign currency conversion fees. The Complaint also asserts claims for violations of the Truth in Lending Act (“TILA”), 15 U.S.C. �1601 et seq., in the banks’ disclosures to their customers. The defendants move to dismiss the Complaint. In addition, some defendants move to compel arbitration. For the following reasons, the motion to dismiss is denied in part and granted in part, and the motion to compel arbitration is granted. Background On a motion to dismiss, the allegations in the Complaint are accepted as true. There are various payment alternatives in the consumer payment card industry. One involves payment vehicles known as “general purpose cards.” They enable consumers to purchase goods or services from a merchant without directly accessing or reserving funds at the time of the purchase. (Compl. ��7, 81.) There are two primary types of general purpose cards: “credit cards” and “charge cards.” Holders of credit cards receive a line of credit from the credit card issuer (generally a bank), and are permitted to charge purchases to their credit cards. Then, they may elect to pay the entire amount due within a fixed period of time, or alternatively pay a portion of the amount and finance the remainder over time. (Compl. ��8, 81.) In contrast, holders of charge cards are required to pay the entire amount due within a set number of days after receiving a monthly billing statement. (Compl. ��9, 81.) A general purpose card transaction includes several different parties: (1) the consumer cardholder; (2) the third- party merchant who accepts the card as payment for goods and/or services; (3) the network association or corporation that owns and operates the network processing the transactions; (4) the bank that issues the card to the consumer; and (5) the bank that contracts with the merchant to accept the card. (Compl. ��79, 82.) A typical transaction entails the following: a merchant accepts a credit card from a customer for the provision of goods and services. The merchant then presents the card transaction data to an “acquirer,” typically a bank, for verification and processing. The acquirer presents the transaction data to the association which, in turn, contacts the issuer to check the cardholder’s credit line. The issuer then indicates to the association that it authorizes or denies the transaction. The association relays the message to the merchant’s acquirer, who then relays the message to the merchant. If the transaction is authorized, the merchant will submit a request for payment to the acquirer, which relays the request, via the association, to the issuer. The issuer pays the acquirer; [and finally] the acquirer pays the merchant and retains a percentage of the purchase price for its services which is shared with the issuer. (Compl. �83.) A. VISA and MasterCard Associations VISA and MasterCard are the two largest general purpose card networks in the world. (Compl. �86.) Those networks are owned by defendants VISA U.S.A., Inc. (“VISA U.S.A.”) and VISA International Service Association (“VISA International”) (collectively “VISA”), and defendant MasterCard International, Incorporated (“MasterCard”), respectively. VISA and MasterCard are joint ventures or membership associations owned and operated by their member banks. (Compl. ��35, 38, 90.) Their networks execute transactions that use one of their affiliated general purpose cards. (Compl. �79.) In turn, member banks are authorized to issue VISA and MasterCard branded general purpose cards. They are also granted rights similar to those of a shareholder in a corporation, including the right to vote for a board of directors, participate in the governance of the association, and receive dividends. (Compl. ��35, 38, 92.) The memberships of the VISA and MasterCard associations are virtually identical reflecting a ninety-five percent (95 percent) overlap. (Compl. �94.) All the defendants in this action, either directly or through a subsidiary or affiliate, are members of both VISA and MasterCard, and issue some type of general purpose card. (Compl. ��13, 92.) Defendant Citigroup, Inc. (“Citigroup”) issues Citibank VISA and MasterCard credit cards, AT&T Universal VISA and MasterCard credit cards, and Diners Club charge cards. (Compl. �41.) Citigroup issues its Citibank cards through its wholly-owned subsidiary defendant Citibank (South Dakota) N.A. (“Citibank (South Dakota)”). (Compl. ��41- 42.) The AT&T Universal credit cards are issued through Citigroup’s wholly-owned subsidiaries defendants Universal Financial Corp. and Universal Bank, N.A. Citigroup’s Diners Club charge cards are issued through its wholly-owned subsidiary Citibank (South Dakota), and Citibank (South Dakota)’s wholly- owned subsidiary defendant Citicorp Diners Club, Inc. (“Diners Club”). (Compl. ��41, 43-44, 47-48.) Defendant Bank of America Corporation (“BOA Corp.”) issues its VISA and MasterCard credit cards through its wholly- owned subsidiary defendant Bank of America, N.A. (USA) (“BOA”). (Compl. ��49-50.) Defendant Bank One Corporation (“Bank One”) issues its VISA and MasterCard credit cards through its subsidiary defendant First USA Bank, N.A. (“First USA”). (Compl. ��54-55.) Defendant J.P. Morgan Chase & Co. (“J.P. Morgan Chase”) issues its VISA and MasterCard credit cards through its wholly-owned subsidiaries defendant Chase Manhattan Bank USA, N.A. and defendant The Chase Manhattan Bank. (Compl. ��59-60.) Defendant Providian Financial Corp. (“Providian”) issues its VISA and MasterCard credit cards through its wholly-owned subsidiaries defendant Providian National Bank and defendant Providian Bank. (Compl. ��64-65.) Defendant Household International, Inc. (“Household”) issues its VISA and MasterCard credit cards through its wholly-owned subsidiary defendant Household Finance Corporation. (Compl. ��66-68.) Defendant MBNA Corporation (“MBNA Corp.”) issues its VISA and MasterCard credit cards through its wholly-owned subsidiary defendant MBNA America Bank, N.A. (“MBNA”). (Compl. ��70-71.) Collectively these defendants and their subsidiaries and affiliates are referred to as the “Issuing Banks.” (Compl. ��13, 84.) Both VISA and MasterCard are controlled by a select group of their member banks, which include the Issuing Banks. (Compl. �91.) These banks established control by concurrent service on the board of directors and/or important committees of either or both associations. (Compl. �91.) In fact, plaintiffs allege that nearly all of the largest card-issuing member banks have had or currently have a representative of their bank on the board of directors or an important policy-influencing committee of both VISA and MasterCard. (Compl. �95.) For example, in 1996 seventeen of the twenty-seven banks on MasterCard’s Business Committee also had a representative on VISA’s Marketing Advisors Committee. Also, twelve of the twenty-one banks with a representative on VISA’s board of directors had a representative on MasterCard’s Business Committee. (Compl. �95.) In sum, as of year-end 1996, nineteen banks, including defendants J.P. Morgan Chase, Citigroup, and BOA, had a representative on the board of directors of either VISA or MasterCard and a representative on at least one important committee of the other association. (Compl. �96.) Further, the members of VISA and MasterCard are allocated voting and dissolution rights in relation to the total dollar volume of transactions that member transmits through the particular association. The top ten issuers of VISA and MasterCard cards account for a substantial majority of the total volume of credit card purchases. The Issuing Banks are seven of the top ten issuers of VISA and MasterCard credit cards. In the third quarter of 2001, the seven Issuing Banks accounted for $347 billion in receivables compared to $114 billion for the other forty-three issuers that make up the top fifty issuers of VISA and MasterCard cards. (Compl. �93.) In effect, plaintiffs allege, the Issuing Banks control both VISA and MasterCard. (Compl. ��74, 95.) As an illustration of this so-called “dual governance,” plaintiffs quote MasterCard’s Executive Vice President and General Counsel in a 1992 letter to the Department of Justice, as follows: “when one board acts with respect to a matter, the results of those actions are disseminated to the members which are members in both organizations. As a result, each of the associations is a fishbowl and officers and board members are aware of what the other is doing, much more so than in the normal corporate environment.” (Compl. �97.) B. The Currency Conversion Fees VISA and MasterCard’s electronic networks and settlement systems serve as clearinghouses for general purpose card transactions in foreign countries using cards issued by their member banks. (Compl. �99.) This allows cardholders from the United States to purchase goods or services in foreign countries in that country’s currency. (Compl. �99.) That amount is then converted to U.S. dollars by the respective network and billed to the United States cardholder in U.S. dollars. The prevailing conversion rate for the applicable foreign currency is applied to the cardholders’ transactions. (Compl. ��79, 85.) As part of the conversion, cardholders are charged a currency conversion fee ranging from at least one percent (1 percent) to at most three percent three percent (3 percent) of the cost of the purchase. (Compl. ��1, 12, 102.) However, plaintiffs allege that this fee is charged whether or not currency is actually converted or exchanged. (Compl. �12, 100.) More specifically, plaintiffs allege that the procedure VISA and MasterCard use to process all foreign currency transactions, sometimes referred to as “netting out,” often leads to the bulk of foreign currency transactions being conducted without an actual purchase or sale of any foreign currency. (Compl. �100.) Plaintiffs offer the following example: “if 100 U.S. VISA cardholders in France charge U.S. $10,000 in French francs in goods on March 26, 2001, and 100 French VISA cardholders in the U.S. spend the equivalent of U.S. $10,000 on the same day, defendant VISA does not actually convert any currency.” (Compl. �100.) VISA and MasterCard automatically impose this currency conversion fee on the cardholder at the network level. (Compl. �99.) There are two tranches of currency conversion fees charged by VISA and MasterCard. The first, which plaintiffs label the “first tier” fee, is charged by VISA and MasterCard at an identical 1 percent of the purchase price. (Compl. �102.) This 1 percent first tier fee is paid by the cardholder and retained by the respective associations. (Compl. ��102, 107.) The “second tier” fee is “typically” two percent (2 percent), and is often charged on top of the 1 percent first tier fee. (Compl. �102.) This 2 percent second tier fee is automatically charged by the network, paid by the cardholder, and retained by the cardholder’s issuing bank. (Compl. ��99, 102.) 1. First Tier Fee In the 1980′s VISA and MasterCard began to impose the first tier fee, and made it payable by the cardholders, not the member banks. (Compl. ��103, 104.) Plaintiffs contend that although the member banks generally compete against each other on many price terms, such as interest rates, annual fees, and services charged through VISA and MasterCard, they colluded to charge a floor price of 1 percent as a first tier currency conversion fee. (Compl. �106.) Plaintiffs specifically allege that VISA, MasterCard, and their member banks horizontally fixed the amount of this first tier fee, both within and between the associations. (Compl. �105.) The first tier fee has been extremely profitable to VISA and MasterCard. (Compl. �107.) Plaintiffs claim that there is no nexus between any purported transaction cost to the VISA or MasterCard networks, or the value of the transaction itself, and the imposition of the first tier fee. The first tier fee is far higher than the nominal transaction cost incurred by the associations. (Compl. �108.) The Complaint alleges that the common control of VISA and MasterCard by the largest member banks, and the common issuance of VISA and MasterCard branded cards by those same banks provides the inter-association communication necessary to fix and maintain the fee. (Compl. �109.) Indeed, plaintiffs assert that VISA communicated its intent to set the price of its currency conversion fee at 1 percent “in a manner calculated to reach MasterCard well in advance of implementation.” (Compl. �110.) Specifically, plaintiffs allege that it was no more than four months prior to implementation of the 1 percent first tier fee that VISA first communicated its intentions to MasterCard. (Compl. �110.) On learning of VISA’s plans, the Complaint alleges that MasterCard abandoned its plan to impose a currency conversion fee of twenty-five (25) basis points and instead imposed a 1 percent fee. (Compl. �110.) Plaintiffs contend that this first tier fee is neither necessary to the operation of the VISA and MasterCard networks, nor facilitates a service or product that would not otherwise exist. According to the Complaint, the fee does not enhance price competition for foreign currency transactions; rather it eliminates it. (Compl. �111.) Moreover, the fee is not a cost- shifting device among VISA or MasterCard member banks. (Compl. �113.) As such, plaintiffs allege that its anti-competitive effect outweighs any pro-competitive benefit. (Compl. �112.) Further, plaintiffs allege that the first tier fee is an artificial price floor that restrains trade because the member banks of VISA and MasterCard do not compete against each other within a network, and VISA and MasterCard themselves do not compete against each other. This results in an anti-competitive restraint of trade that harms consumers and sets an artificially high fixed first tier fee. (Compl. �114.) Plaintiffs also contend that competition among the member banks is critical because each bank issues both VISA and MasterCard branded cards. This competition, however, is undermined by the defendants’ collusion to set a fixed price for their currency conversion fees. (Compl. �115.) Lastly, plaintiffs allege that this agreement among the defendants causes VISA and MasterCard to act as an organizational vehicle for violations of the law, and not as an efficiency-enhancing joint venture. (Compl. �116.) 2. Second Tier Fee According to the Complaint, the second tier fee, which “is almost pure profit to the Issuing Banks,” is imposed on top of the first tier floor fixed by VISA, MasterCard, and their members. (Compl. ��117-18.) “Typically,” that second tier fee represents 2 percent of the foreign currency transaction. (Compl. �102.) The Complaint asserts that often, the rate is more than 2 percent of the purchase price because it is calculated based on the total amount of the foreign currency transaction including the 1 percent first tier fee. (Compl. �128.) According to plaintiffs, the Issuing Banks incur no expense in connection with the second tier fee because it is VISA and MasterCard at the network level that convert the foreign currency. (Compl. �118.) Plaintiffs allege that VISA and MasterCard aided and abetted their respective member banks’ collection of the second tier fees by adding that fee to a cardholders’ charge during the conversion process. Plaintiffs also contend that VISA and MasterCard modified their procedures to enable imposition of the second tier fee. (Compl. �118.) The Complaint asserts that absent collusion in the market, imposition of second tier fees would be against the economic self-interest of each Issuing Bank. (Compl. �119.) Thus, plaintiffs contend that the Issuing Banks would lose some of their best customers to banks that did not impose the 2 percent second tier fee were it not for an agreement to act in concert and the attendant concealment of that fee. (Compl. �119.) Finally, the Complaint alleges a steady decline in costs occasioned by rapid technological innovations, as well as a decrease in fraud rates, since the imposition of these currency conversion fees. Nevertheless, fees for foreign exchange services have increased dramatically. According to plaintiffs, the reason for such an anomalous scenario is that the fees were set collusively and free competition has been restrained. (Compl. �120.) 3. Diners Club Diners Club is another general purpose card electronic network and settlement system that processes Diners Club card transactions. (Compl. �121.) Unlike VISA and MasterCard, it is not a joint venture or member association. The Diners Club network is owned and operated by defendant Citicorp Diners Club, Inc. (“Diners Club”), which issues the Diners Club charge card. (Compl. ��48, 121.) The Diners Club network permits U.S. cardholders to make purchases in foreign countries in that nation’s currency while being billed for those foreign transactions in U.S. dollars. (Compl. �121.) Like VISA and MasterCard, Diners Club imposes a currency conversion fee on its cardholders’ foreign currency transactions. According to the Complaint, Diners Club formerly charged a 1 percent fee on foreign currency transactions, but then increased that fee to 2 percent “in line with the recent proliferation” of second tier fees. (Compl. �122.) Plaintiffs allege that Diners Club “imposed [this 2 percent fee] . . . under the price-fixed ‘umbrella’ created by their participation in the conspiracy with the VISA and MasterCard Associations and other member banks.” (Compl. �122.) Further, plaintiffs allege that Diners Club is an active and integral part of the conspiracy to impose currency conversion fees. (Compl. �123.) The Complaint asserts that Diners Club’s parent companies’ substantial involvement in the VISA and MasterCard associations facilitates its participation in the price-fixing agreements. (Compl. �123.) Lastly, Diners Club’s fee is alleged to be against its economic self-interest absent an agreement with the other Citibank defendants, VISA, and MasterCard. (Compl. �124.) C. Non-Disclosures of the CurrencyConversion Fees In substance, plaintiffs allege that VISA and MasterCard, together with their member banks, and Diners Club failed to disclose adequately the existence and amount of their currency conversion fees to their cardholders on the monthly billing statements or the solicitations and applications for the general purpose cards. (Compl. ��125, 126.) According to the Complaint, the failure to disclose the currency conversion fees in solicitations is aggravated by the fact that the solicitations are the primary source of information to prospective cardholders about fees, finance charges, and card features. (Compl. �126.) Moreover, some of defendants’ monthly statements report a foreign currency transaction without revealing a fee by simply listing the amount of the charge in the foreign currency and the corresponding amount in U.S. dollars. Still other statements identify a “rate” and fail to disclose the addition of currency conversion fees or the date of the conversion. (Compl. �127.) The Complaint also alleges that the monthly statements hindered a cardholder’s ability to corroborate the conversion rate utilized on a specific transaction. For example, neither the base exchange rate nor the date of the conversion were disclosed. Further, plaintiffs assert that the statements failed to itemize separately the actual base currency conversion rate, the first tier fees, or the second tier fees. (Compl. �128.) According to the Complaint, the only place currency conversion fees were even partially disclosed was in the cardmember agreement or the initial disclosure statement, which were sent to cardholders when they received their cards. (Compl. �129.) The Complaint alleges that these “partial disclosures” obscured the fees and violated the disclosure requirements of the Truth in Lending Act (“TILA”). (Compl. �129.) Plaintiffs further allege that the defendants conspired through their memberships in the VISA and MasterCard associations to withhold disclosure of the currency conversion fees in solicitations and billing statements, and confusingly disclosed the fees in cardholder agreements. (Compl. �130.) Based on these allegations, plaintiffs bring five claims: (I) antitrust violations under Section One of the Sherman Act against all defendants; (II) antitrust violations under Section One of the Sherman Act against VISA and the Issuing Bank defendants; (III) antitrust violations under Section One of the Sherman Act against MasterCard and the Issuing Bank defendants; (IV) violations of the Truth in Lending Act, 15 U.S.C. �1601 et seq., against all defendants; and (V) violations of South Dakota Consumer Protection Statutes against defendant Citibank (South Dakota). Counts I through III assert two different theories of conspiracy. Count I alleges the first conspiracy theory – an “inter-association” conspiracy between and among Diners Club, VISA (together with its members), and MasterCard (together with its members), to fix currency conversion fees charged to cardholders of “no less than 1 percent of the transaction amount and frequently more.” (Compl. ��150, 154.) Counts II and III advance the second conspiracy theory – two separate “intra-association” conspiracies whereby VISA and MasterCard each are claimed to have conspired separately with their respective member banks to fix currency conversion fees charged to cardholders of “no less than 1 percent of the transaction amount” and “to facilitate and encourage institution – and collection � of second tier currency conversion surcharges.” (Compl. ��157-58.) Count IV alleges that defendants failed to properly disclose the currency conversion fees on purchases made in foreign currencies in violation of TILA disclosure requirements and the regulations promulgated thereunder in Federal Reserve Board Regulation Z, 12 C.F.R. �226. (Compl. ��170-71.) Plaintiffs allege that defendants VISA and MasterCard are liable for the TILA violations because they acted as agents of the Issuing Bank defendants within the meaning of TILA and Regulation Z. (Compl. ��172-73.) Finally, plaintiffs assert that VISA and MasterCard are liable for the TILA violations because they and their member banks conspired to violate TILA, and because VISA and MasterCard aided and abetted their member banks’ violations of TILA. (Compl. ��174, 176.) Defendants move to dismiss Counts I through IV for failure to state a claim on which relief may be granted. Defendants First USA, BOA, and MBNA, and their respective parent corporations join in the omnibus motion to dismiss and also move to stay the claims against them by their respective cardholders and refer those claims to arbitration. Lastly, defendants argue that the time to answer or otherwise move on the fifth cause of action is tolled by their motion to dismiss since all of the factual allegations in the Complaint are subject to the motion. Plaintiffs do not contest defendants’ tolling argument, and this Court adopts it. For the following reasons, the motion to dismiss is denied in part and granted in part, and the motion to compel arbitration is granted. II. Motion to Dismiss On a motion to dismiss, a court typically must accept the material facts alleged in the complaint as true and construe all reasonable inferences in a plaintiff’s favor. Grandon v. Merrill Lynch & Co., 147 F.3d 184, 188 (2d Cir. 1998). A court should not dismiss a complaint for failure to state a claim unless “it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46 (1957); accord Gant v. Wallingford Bd. of Educ., 69 F.3d 669, 673 (2d Cir. 1995). In this limited task, the “issue is not whether a plaintiff will or might ultimately prevail on her claim, but whether she is entitled to offer evidence in support of the allegations in the complaint.” Hamilton Chapter of Alpha Delta Phi, Inc. v. Hamilton Coll., 128 F.3d 59, 62 (2d Cir. 1997). “This generous approach to pleading applies in the antitrust context.” Hamilton Coll., 128 F.3d at 63. As such, there are no heightened pleading requirements for antitrust cases. See Todd v. Exxon Corp., 275 F.3d 191, 198 (2d Cir. 2001); Dresses For Less, Inc. v. CIT Group/Commercial Servs., Inc., No. 01 Civ. 2669 (WHP), 2002 WL 31164482, at *6 (S.D.N.Y. Sept. 30, 2002). Further, “[i]n antitrust cases in particular, the Supreme Court has stated that ‘dismissals prior to giving the plaintiff ample opportunity for discovery should be granted very sparingly.’ ” George Haug Co. v. Rolls Royce Motor Cars, Inc., 148 F.3d 136, 139 (2d Cir. 1998) (quoting Hosp. Bldg. Co. v. Trs. of Rex Hosp., 425 U.S. 738, 746 (1976)); accord Todd, 275 F.3d at 198; Dresses For Less, 2002 WL 31164482, at *6. The Second Circuit has held that “a short plain statement of a claim for relief which gives notice to the opposing party is all that is necessary in antitrust cases, as in other cases under the Federal Rules.” George C. Frey Ready-Mixed Concrete, Inc. v. Pine Hill Concrete Mix Corp., 554 F.2d 551, 554 (2d Cir. 1977); accord In re Nine West Shoes Antitrust Litig., 80 F. Supp. 2d 181, 185 (S.D.N.Y. 2000). However, it is “improper ‘to assume that the [plaintiff] can prove facts that it has not alleged or that the defendants have violated the antitrust laws in ways that have not been alleged.’ ” Todd, 275 F.3d at 198 (quoting Associated Gen. Contractors of Cal., Inc. v. Cal. State Council of Carpenters, 459 U.S. 519, 526 (1983)); accord Dresses For Less, 2002 WL 31164482, at *6. A. Sherman Act Section One Claims In Counts I through III plaintiffs allege three different conspiracies that violate Section One of the Sherman Act. In Count I, plaintiffs allege that VISA, in conjunction with its member banks, MasterCard, in conjunction with its member banks, and Diners Club conspired to fix a minimum currency conversion fee of 1 percent. In Count II, plaintiffs allege that VISA and its member banks conspired with each other to fix a minimum currency conversion fee of 1 percent, and facilitate the second tier fees. Count III is identical to Count II, except that it alleges MasterCard and its member banks were the co-conspirators. 1. Inter-Association Claim Section One of the Sherman Act prohibits all combinations and conspiracies that unreasonably restrain trade among the states. 15 U.S.C. �1. “To withstand a motion to dismiss, the plaintiff in a Sherman Act Conspiracy claim must allege (1) concerted action; (2) by two or more persons; (3) that unreasonably restrains interstate or foreign trade or commerce.” In re NASDAQ Market-Makers Antitrust Litig., 894 F. Supp. 703, 710 (S.D.N.Y. 1995); accord Virgin Atlantic Airways Ltd. v. British Airways PLC, 257 F.3d 256, 273 (2d Cir. 2001); Tops Mkts., Inc., v. Quality Mkts., Inc., 142 F.3d 90, 96 (2d Cir. 1998); In re Magnetic Audiotape Antitrust Litig., No. 99 Civ. 1580, 2002 WL 975678, at *4 (S.D.N.Y. May 9, 2002). “The complaint ‘must identify the co-conspirators, and describe the nature and effects of the alleged conspiracy.’ ” Nine West, 80 F. Supp. 2d at 192 (quoting Continental Orthopedic Appliances, Inc. v. Health Ins. Plan of Greater New York, Inc., 994 F. Supp. 133, 138 (S.D.N.Y. 1998)). Further, an antitrust complaint must adequately define the relevant product market, and allege antitrust injury and conduct in violation of the antitrust laws. Nine West, 80 F. Supp. 2d at 185; Rock TV Entm’t, Inc. v. Time Warner, Inc., No. 97 Civ. 0161 (LMM), 1998 WL 37498, at *2 (S.D.N.Y. Jan. 30, 1998). A district court must determine whether the complaint “contains either direct or inferential allegations respecting all the material elements necessary to sustain a recovery under some viable legal theory.” Continental Orthopedic, 994 F. Supp. at 138; accord Nine West, 80 F. Supp. 2d at 192. However, “[a]lthough the Federal Rules permit statements of ultimate facts, a bare bones statement of conspiracy or of injury under the antitrust laws without any supporting facts permits dismissal.” Heart Disease Research Found. v. General Motors Corp., 463 F.2d 98, 100 (2d Cir. 1972). Defendants assert that Count I must be dismissed because plaintiffs failed to properly allege any concerted action. Outside of conclusory allegations that merely recite the language of the Sherman Act, defendants argue that plaintiffs have not alleged an express agreement among the defendants to fix currency conversion fees. Defendants also contend that an agreement among the defendants cannot be inferred reasonably from the limited facts plaintiffs allege. Specifically, defendants argue that: (1) MasterCard’s alleged response to VISA’s pre- implementation announcement of its currency conversion fee is insufficient to infer an inter-association conspiracy; and (2) the alleged “dual governance” of VISA and MasterCard by the member banks is insufficient to infer a conspiracy. With respect to MasterCard’s response to VISA’s announcement, defendants argue that plaintiffs have alleged nothing more than parallel conduct of two competitors. And with respect to the “dual governance,” i.e. the fact that the same banks allegedly control both VISA and MasterCard, defendants argue that the Complaint merely alleges an opportunity to conspire or agree. “The plaintiff must do more than allege the existence of a conspiracy – it must allege some facts in support of the claim.” Floors-N-More, Inc. v. Freight Liquidators, 142 F. Supp. 2d 496, 501 (S.D.N.Y. 2001); accord Telectronics Proprietary, Ltd. v. Medtronic, Inc., 687 F. Supp. 832, 837 (S.D.N.Y. 1988) (dismissing complaint which alleged that the defendants “conspired and contracted with [each other] . . . to restrain trade”). Moreover, the “mere opportunity to conspire does not by itself support the inference that such an illegal combination actually occurred.” Capital Imaging Assocs., P.C. v. Mohawk Valley Med. Assocs., Inc., 996 F.2d 537, 545 (2d Cir. 1993); accord AD/SAT v. Associated Press, 181 F.3d 216, 234 (2d Cir. 1999) (holding that to prove an antitrust violation “an antitrust plaintiff must present evidence tending to show that association members, in their individual capacities, consciously committed themselves to a common scheme designed to achieve an unlawful objective”). However, “[i]t is not necessary to find an express agreement in order to find a conspiracy. It is enough that a concert of action is contemplated and that the defendants conformed to this agreement.” Ambook Enters. v. Time, Inc., 612 F.2d 604, 614 (2d Cir. 1979); accord NASDAQ, 894 F. Supp. at 713. Thus, a complaint will withstand scrutiny on a motion to dismiss if it alleges facts that could support an inference of an unlawful agreement. An inference of a horizontal price-fixing agreement can be drawn in the absence of direct “smoking gun” evidence “when such interdependent conduct is accompanied by circumstantial evidence and plus factors such as defendants’ use of facilitating practices. Information exchange is an example of a facilitating practice that can help support an inference of a price-fixing agreement.” Todd, 275 F.3d at 198 (citations omitted); accord Apex Oil Co. v. DiMauro, 822 F.2d 246, 254 (2d Cir. 1987); NASDAQ, 894 F. Supp. at 713. Conscious parallelism in pricing is one such circumstance that can provide for an inference of an antitrust conspiracy. Apex, 822 F.2d at 254; NASDAQ, 894 F. Supp. at 713. The Second Circuit has held that to infer a conspiracy from parallel pricing “a plaintiff must show the existence of additional circumstances, often referred to as ‘plus’ factors, which, when viewed in conjunction[] with the parallel acts, can serve to allow a fact-finder to infer a conspiracy.” Apex, 822 F.2d at 253-54; accord NASDAQ, 894 F. Supp. at 713. ” ‘Plus factors’ identified by courts, which, in combination with parallel pricing, may support an inference of conspiracy, include a common motive to conspire, actions which were against [the conspirators'] own individual business interests absent an illicit agreement, and evidence of coercion.” NASDAQ, 894 F. Supp. at 713-14 (collecting cases). The Second Circuit has also found that “a high level of interfirm communications” is an additional “plus factor.” Apex, 822 F.2d at 253-54; accord In re Plywood Antitrust Litigation, 655 F.2d 627, 633-37 (5th Cir. 1981). At the motion to dismiss stage, the complaint must merely allege the “legal and factual theory upon which [the] claim of interdependent conscious parallelism rests.” NASDAQ, 894 F. Supp. at 714 (quoting Levitch v. Columbia Broad. Sys., Inc., 495 F. Supp. 649, 675 (S.D.N.Y. 1980)). Thus, viewing the Complaint liberally and as a whole, plaintiffs have alleged sufficient facts to permit a fact-finder to infer that the defendants conspired to set the prices of currency conversion fees as alleged in Count I. Specifically, plaintiffs have alleged that defendants have acted in a parallel fashion, namely that shortly after VISA announced its intention to impose a currency conversion fee, MasterCard changed its original plans for a smaller fee and decided to charge the same amount as VISA. (Compl. �110.) According to plaintiffs, defendants charge a minimum 1 percent currency conversion fee and also impose an additional second tier fee at a higher rate. (Compl. ��91, 101, 102, 106, 123, 124.) Though this parallel pricing is not enough on its own to infer an antitrust conspiracy, plaintiffs have also alleged so-called plus factors that require the motion to dismiss be denied. First, plaintiffs allege that, absent collusion and a common motive to conspire, the Issuing Bank defendants’ imposition of the second tier fee is against their economic self- interest because they would stand to lose some of their best customers. (Compl. �119.) The Complaint also alleges that Diners Club’s imposition of its currency conversion fee is against its economic self-interest because it risks losing some of its customers as well. (Compl. �124.) Second, and more importantly, plaintiffs allege that the effective control that the member banks of VISA and MasterCard have over both the VISA and MasterCard associations facilitates the conspiracy. (Compl. ��91-96, 109.) This “dual governance,” as it has been referred to, as well as the common issuance of VISA and MasterCard branded cards by the member banks, provides the vehicle for the inter-firm communication necessary to create, fix, and maintain the currency conversion fees. (Compl. ��91, 109.) In fact, plaintiffs quote a MasterCard official’s letter to the Justice Department stating that “when one board acts with respect to a matter, the results of those actions are disseminated to the members which are members in both organizations. As a result, each of the associations is a fishbowl and officers and board members are aware of what the other is doing, much more so than in the normal corporate environment.” (Compl. �97.) The dual governance and parallel pricing create sufficient circumstances for an inference of an antitrust conspiracy and overcome the minimum requirements of Rule 8 notice pleading. See Todd, 275 F.3d at 198; NASDAQ, 894 F. Supp. at 714; see also Apex, 822 F.2d 253-54 (noting that “common motive to conspire” and “a high level of interfirm communications” are appropriate plus factors). The gravamen of defendants’ argument is that no reasonable inference of a conspiracy to fix currency conversion fees can be inferred from the limited facts that plaintiffs allege in Count I. Defendants essentially argue that the Court should adopt the inferences that they believe should be drawn and provide alternative, lawful explanations for their conduct. “While these contentions may supply the grounds for a motion for summary judgment, they are out of place in a motion to dismiss.” NASDAQ, 894 F. Supp. at 714. Further, defendants’ argument that inferences of conspiracy should not be drawn from the facts alleged in the Complaint because those inferences are economically implausible is misplaced at this stage. “Even if the scheme alleged was economically implausible, a conspiracy may nevertheless be proven ‘by strong direct or strong circumstantial evidence, [although] the implausibility of a scheme will reduce the range of inferences that may permissibly be drawn from ambiguous evidence.’ ” Dresses For Less, 2002 WL 31164482, at *8 (quoting Apex Oil, 822 F.2d at 253 (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986))). Whether plaintiffs can prove any antitrust violations based on the facts alleged in the Complaint is of no consequence. “The alleged facts, viewed as a whole, provide [a] sufficient basis from which all the elements in plaintiffs’ Section 1 . . . claim[] can be inferred and constitutes adequate notice to the defendants. The discovery process will provide ‘whatever additional sharpening of the issues is necessary.’ ” Three Crown Ltd. P’ship v. Caxton Corp., 817 F. Supp. 1033, 1047-48 (S.D.N.Y. 1993) (quoting George C. Frey Ready-Mixed, 554 F.2d at 554). a. Diners Club The Citigroup defendants filed a separate brief to argue that Count I should be dismissed as to defendant Diners Club. They argue that plaintiffs have failed to allege that Diners Club was part of any conspiracy, and thus the claim against it should be dismissed. As noted above, an allegation of an express agreement among the co-conspirators is not necessary. The complaint need only allege a factual circumstance to infer an antitrust conspiracy. Ambook, 612 F.2d at 614; accord NASDAQ, 894 F. Supp. at 713. Here, plaintiffs have alleged that Diners Club, like the VISA and MasterCard defendants and their respective member banks, imposed a minimum currency conversion fee of 1 percent, and now impose a fee of at least 2 percent. (Compl. ��122-23.) Further, plaintiffs allege that the imposition of this fee by Diners Club is against its individual economic self-interest absent collusion with the VISA and MasterCard defendants and their respective member banks. (Compl. �124.) Plaintiffs also allege that Citigroup’s indirect ownership of Diners Club and Citibank, another Citigroup subsidiary, facilitated the conspiracy between Diners Club and VISA and MasterCard. (Compl. �123.) Again, when the Court reads the Complaint liberally and as a whole, as it must, these allegations suffice to survive a motion to dismiss. The allegations in the Complaint sufficiently plead facts to create circumstances giving rise to an inference of an antitrust conspiracy. See NASDAQ, 894 F. Supp. at 713-14; Three Crown, 817 F. Supp. at 1047-48. 2. Intra-Association Claims Counts II and III allege so-called “intra-association” antitrust conspiracies between VISA and its member banks, and MasterCard and its member banks, respectively. As they did with Count I, defendants argue that Counts II and III must be dismissed because plaintiffs failed to properly allege any concerted action among the respective associations and their member banks. Specifically, defendants argue that the first tier fee set by VISA and MasterCard cannot be the basis for an antitrust conspiracy because VISA and MasterCard must be treated as autonomous entities acting unilaterally in their self- interest. Defendants also argue that the second tier fee cannot be the basis for an intra-association conspiracy since plaintiffs only allege that VISA and MasterCard “facilitate and encourage” the “collection” of that fee, and have aided and abetted that process. Those allegations, defendants argue, are too vague to withstand a motion to dismiss. Defendants maintain that VISA and MasterCard’s conduct with respect to the first tier fee is not a proper predicate for an intra-association conspiracy. They contend that the respective associations should be treated as single entities, like their competitors American Express and Diners Club. Defendants principally rely on AD/SAT, 181 F.3d 216 (2d Cir. 1999), United States v. Visa U.S.A., Inc., 163 F. Supp. 2d 322, 345 (S.D.N.Y. 2001), and National Bancard Corp. v. Visa U.S.A., Inc., 779 F.2d 592 (11th Cir. 1986), to support their argument. These decisions rendered with the benefit of a full evidentiary record, do not compel dismissal on a motion addressed to the sufficiency of this Complaint. Notably, in United States v. Visa U.S.A., Inc., District Judge Jones held, antitrust law’s concern with the free working of the competitive process applies with equal force to joint ventures. Although a joint venture may involve aspects of agreement among competitors to enable a joint venture to function, agreements among those competitors unrelated to the efficiency of the joint venture and in particular limiting competition in areas where the competitors should compete, are subject to scrutiny under the antitrust laws. 163 F. Supp. 2d at 345; accord MasterCard Int’l, Inc. v. Dean Witter, No. 93 Civ. 1478 (LJF), 1993 WL 338213, at *3 (S.D.N.Y. Aug. 27, 1993) (“The fact that the Member banks who are controlling members of MasterCard may be acting as a ‘single entity’ does not immunize them from �1 scrutiny.”). Defendants repeatedly ignore plaintiffs’ express allegation that “[i]mposition of the currency conversion fee is not necessary to the operation of the VISA and MasterCard networks nor to the provision of foreign exchange services on credit card transactions.” (Compl. �111.) The Complaint also alleges that the imposition of the fee is not necessary to the existence of foreign currency transactions. (Compl. �111.) Further, plaintiffs contend that the member banks that make up VISA and MasterCard are direct horizontal competitors in every aspect except currency conversion fees. (Compl. ��105-06.) These specific allegations prevent dismissal of the claims at this stage. Defendants also argue that plaintiffs’ allegations regarding the second tier fee are vague. However, antitrust claims are not subject to a heightened pleading requirement, and therefore defendants’ argument misses the mark. The allegations must merely provide a short plain statement of a claim for relief which gives notice to the opposing party. See In re Magnetic Audiotape Antitrust Litig., No. 99 Civ. 1580 (LMM), 2002 WL 975678, at *5 (S.D.N.Y. May 9, 2002). Further, in Counts II and III, plaintiffs allege that each respective association and its member banks agreed to fix a currency conversion fee of no less than 1 percent of the transaction amount, and they conspired to facilitate and encourage the imposition and collection of the second tier fee. (Compl. ��164-65.) VISA and MasterCard’s role in this conspiracy was to aid and abet the process of collecting the fees by adding the second tier fee onto the transaction amount at the network level during the conversion. (Compl. �118.) As previously noted, a complaint may infer an antitrust conspiracy where “a concert of action is contemplated and that the defendants conformed to this agreement.” Ambook, 612 F.2d at 614; accord NASDAQ, 894 F. Supp. at 713. Further, at the motion to dismiss stage, the complaint need only allege the “legal and factual theory upon which [the] claim of interdependent conscious parallelism rests.” NASDAQ, 894 F. Supp. at 714 (quoting Levitch, 495 F. Supp. at 675). Here, plaintiffs allege that defendants acted in a similar manner in that they imposed a minimum currency conversion fee and they “generally” also assessed the second tier fee, “typically” at the level of 2 percent. (Compl. �102.) Further, plaintiffs have alleged that the imposition of the second tier fee by the Issuing Banks would, in a competitive market without an agreement to fix prices, be against the economic self-interest of the issuing banks and would expose the banks to losing some of their best customers. (Compl. �119.) Also, plaintiffs allege that the associations themselves, and their member banks’ control of the associations facilitate the intra-association conspiracies by providing the basis for interfirm communications and information exchange. (Compl. �91.) These allegations, when read liberally and in light of the entire Complaint, are sufficient to draw an inference of an antitrust conspiracy. Thus, this Court cannot conclude as a matter of law that such an inference would be unreasonable. As the Complaint, taken as a whole, sufficiently pleads a Section One claim and provides satisfactory notice to the defendants, the motion to dismiss must be denied. See Three Crown, 817 F. Supp. at 1047-48. a. VISA VISA filed a separate brief arguing on its own behalf that Count II should be dismissed because VISA acted as a single entity. VISA makes substantially the same arguments advanced by the other defendants regarding the single entity theory. Similarly, VISA neglects plaintiffs’ express allegations regarding the necessity and use of the currency conversion fee. Thus, as the Complaint alleges that the fee does not enable a joint venture to function, and is unrelated to the efficiency of the association, an antitrust action can stand. See United States v. Visa, 163 F. Supp. 2d at 345. VISA also argues that the Complaint does not properly allege harm to competition. However, VISA’s central point in its argument is that the current VISA foreign currency conversion practice or system “would not be possible without the network- level rules which govern” the member banks, and foreign exchange rates set at the network level are a “practical necessity within the VISA system.” (VISA’s Mot. to Dismiss at 8, 10.) Thus, VISA argues that plaintiffs cannot allege harm to competition because rates at the network level, such as the currency conversion fee, are a necessity, and foreign currency conversion would not be practical or possible otherwise. This argument is in stark contrast with the allegations in the Complaint that the fee is not necessary and does not provide an otherwise unavailable product. (Compl. �112.) Therefore, the argument is better suited for a summary judgment motion, not a motion to dismiss. Accordingly, defendants’ motion to dismiss Counts I through III is denied. B. Truth in Lending Act Claim Count IV of the Complaint alleges claims against all defendants for violations of various disclosure requirements under TILA and the regulations promulgated thereunder in Regulation Z. The purpose of TILA and the regulations promulgated thereunder is to “assure a meaningful disclosure of credit terms so that the consumer will be able to compare more readily the various credit terms available to him and avoid the uninformed use of credit.” 15 U.S.C. �1601; accord Pechinski v. Astoria Fed. Sav. and Loan Assoc., 238 F. Supp. 2d 640, 642 (S.D.N.Y. 2003). The Federal Reserve Board implements TILA through Regulation Z, codified at Title 12, Part 226 of the Code of Federal Regulations. 15 U.S.C. �1604 (2003). Defendants contend that all claims in count IV should be dismissed because plaintiffs do not allege specific details about their card accounts and charges. Defendants also argue that those claims should be dismissed as to VISA and MasterCard, as well as the non-card issuing bank defendants, as none of them are “creditors” under TILA. Lastly, defendants argue that plaintiffs’ claims for actual damages under TILA must be dismissed because plaintiffs have not properly alleged detrimental reliance on the alleged inadequate disclosures. 1. Elements of TILA Claim Initially, defendants argue that plaintiffs’ allegations regarding the TILA violations are vague; specifically defendants claim that plaintiffs fail to allege which plaintiffs are actual cardholders, which foreign purchases are at issue, and whether the card was used primarily for consumer purposes. Defendants’ arguments are misplaced on a motion to dismiss as claims for a violation of TILA are not subject to a heightened pleading standard, and thus the specificity that defendants argue is lacking is not required. See generally Swierkiewicz v. Sorema N.A., 534 U.S. 506, 513 (2002) (reaffirming that Rule 8(a)’s notice pleading standard applies to all civil actions, except for those explicitly referred to in the Federal Rules of Civil Procedure). Plaintiffs’ allegations that the representative plaintiffs named in the Complaint “paid currency conversion fees to one or more of the defendants named herein during the relevant period,” suffices under Rule 8(a) notice pleading where currency conversion fees are defined to include “a fee and/or surcharge levied upon cardholders for general purpose card foreign exchange services, whether or not foreign currency is actually converted or exchanged.” (Compl. ��12, 16-34.) Notably, defendants do not cite any case that dismisses a TILA claim for the types of infirmities they argue are fatal here. 2. Creditor under TILA As a threshold issue, this Court must determine whether each defendant is a creditor as defined in TILA because that statute only regulates creditors. 15 U.S.C. �1640(a) (making “any creditor who fails to comply” with the disclosure requirements liable); accord Mayfield v. Gen. Elec. Capital Corp., No. 97 Civ. 2786 (DAB), 1999 WL 182586, at *2 (S.D.N.Y. Mar. 31, 1999). A creditor under TILA is defined as a person who both (1) regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four installments or for which payment of a finance charge is or may be required, and (2) is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of the indebtedness, by agreement. 15 U.S.C. �1602(f); accord 12 C.F.R. �226.2(a)(17). The definition of a “creditor” also includes “card issuers” in certain instances. 15 U.S.C. �1602(f); accord 12 C.F.R. �226.2(a)(17). A “card issuer” in turn is defined as “any person who issues a credit card, or the agent of such person with respect to such card.” 15 U.S.C. �1602(n); accord 12 C.F.R. �226.2(a)(7). a. VISA and MasterCard Defendants argue that the Complaint is devoid of any allegation that VISA or MasterCard is a creditor under TILA or Regulation Z. Plaintiffs argue that the Complaint sufficiently alleges that VISA and MasterCard are “creditors” because it alleges that VISA and MasterCard are agents of the Issuing Bank defendants within the meaning of TILA. (Compl. ��35-40, 172.) As agents of the Issuing Bank defendants, plaintiffs argue, VISA and MasterCard fall under the definition of “card issuer” in �1602(n), and thus are creditors under the last two sentences of �1602(f). The Official Staff Interpretations of the Federal Reserve Board are “dispositive in construing TILA or Regulation Z unless it is shown that the opinion is demonstrably irrational.” Mayfield, 1999 WL 182586, at *3 (citing Ford Motor Credit Co. v. Milhollin, 444 U.S. 555, 565 (1980)); accord Penchinski, 238 F. Supp. 2d at 644 (noting that the Federal Reserve Board’s Official Staff Interpretations of Regulation Z “are to be given great deference by the judicial branch”). The Official Staff Interpretation for section 226 states, in regard to the agency aspect of the card issuer definition, An agent of a card issuer is considered a card issuer. Because agency relationships are traditionally defined by contract and by state or other applicable law, this regulation does not define agent. Merely providing services relating to the production of credit cards or data processing for others, however, does not make one the agent of the card issuer. In contrast, a financial institution may become the agent of the card issuer if an agreement between the institution and the card issuer provides that the cardholder may use a line of credit with the financial institution to pay obligations incurred by use of credit card. Official Staff Interpretations, 12 C.F.R. �226, Supp. I, �2(a)(7) (2003). Defendants argue that plaintiffs have not sufficiently pled an agency relationship between VISA and MasterCard, and their respective member banks. They contend that plaintiffs have not alleged any facts that support a conclusion of agency, and any facts that plaintiffs do allege clearly indicate that VISA and MasterCard are not their member banks’ agents under the Official Staff Interpretations. Plaintiffs allege that their allegations satisfy the Rule 8(a) notice pleading standard with respect to the agency issue. Whether the plaintiffs have sufficiently pled an agency relationship between VISA and MasterCard and their respective member banks is irrelevant to this Court’s analysis at this stage. Even assuming that plaintiffs have properly alleged the agency relationship, their claims that seek to hold VISA and MasterCard liable as creditors under TILA still must fail. The Federal Reserve Board has ruled that a card issuer can only be considered a creditor, assuming it has not otherwise satisfied the definition of creditor, where that card issuer extends credit. See 12 C.F.R. �226.2(a)(17)(iii)-(iv) (creditor means, inter alia, “any card issuer that extends either open-end credit or credit that is not subject to a finance charge” or “any card issuer that extends closed-end credit that is subject to finance charge or is payable by written agreement in more than four installments”). There are no allegations in the Complaint that either VISA or MasterCard ever extended any type of credit to plaintiffs. Thus, neither VISA nor MasterCard can be considered a creditor under TILA, and they are not liable for any alleged TILA violations. b. Non-Card Issuing BankDefendants Defendants also argue that like VISA and MasterCard, the non-card issuing bank companies of the actual card-issuing bank defendants, such as the bank holding parent companies, are not alleged to be creditors under TILA. Defendants note that there are no allegations that any of these companies themselves, as opposed to through a subsidiary, extend credit or issue payment cards. Plaintiffs argue that the bank holding parent companies can be held liable under TILA for their subsidiaries’ faulty disclosures because they exercised such dominion over their subsidiaries that the two are fairly treated as one, which is effectively a veil-piercing argument. Initially, the Complaint contains no allegations that could hold Citibank (Nevada) N.A. and Household Credit Card Service, Inc. liable as creditors under TILA, either directly or derivatively. Thus, this Court finds that the Complaint fails to state a claim as to Count IV against Citibank (Nevada) N.A. and Household Credit Card Service, Inc., and dismisses that claim against them with prejudice. With respect to the bank holding parent companies, determining the proper pleading standard for a veil-piercing claim has been labeled a “knotty question” by some courts in this district. See, e.g., United Feature Syndicate, Inc. v. Miller Features Syndicate, Inc., 216 F. Supp. 2d 198, 222-23 (S.D.N.Y. 2002); Old Republic Ins. Co. v. Hansa World Cargo Serv., Inc., 170 F.R.D. 361, 374 (S.D.N.Y. 1997). The “knotty” issue arises when the specific veil-piercing claim alleged by a plaintiff is based on allegations of fraud. See United Feature Syndicate, 216 F. Supp. 2d at 223. This Court finds that the more well-reasoned rule is that where the veil-piercing claims are not based on allegations of fraud, the liberal “notice pleading” standard of Rule 8(a) applies. See United Feature Syndicate, 216 F. Supp. 2d at 223; Old Republic Ins., 170 F.R.D. at 375; Rolls-Royce Motor Cars, Inc. v. Schudroff, 929 F. Supp. 117, 122 (S.D.N.Y. 1996). Where the veil-piercing claims are based on allegations of fraud, however, the heightened pleading standard of Rule 9(b) is the lens through which those allegation must be examined. See United Feature Syndicate, 216 F. Supp. 2d at 223; Old Republic Ins., 170 F.R.D. at 375; Rolls Royce, 929 F. Supp. at 122; see also Network Enters., Inc. v. APBA Offshore Prods., Inc., No. 01 Civ. 11765 (CSH), 2002 WL 31050846, at *6 (S.D.N.Y. Sept. 12, 2002) (“Given that the elements of fraud need not undergird the veil-piercing claim, it necessarily follows that Rule 9(b) does not come into play where fraud is not part of it.”). As an example of the difference, New York law permits a court to pierce the corporate veil where either there is a fraud or when the corporation has been used as an alter-ego. An alter-ego can be established where the parent exercised complete domination of the subsidiary and that domination was used to commit a fraud or wrong. United Feature Syndicate, 216 F. Supp. 2d at 223; Old Republic Ins., 170 F.R.D. at 374; Rolls Royce, 929 F. Supp. at 121-22. Thus, at least in New York, since veil-piercing can be established without proving any element of fraud, the heightened pleading standard does not apply to every veil-piercing allegation. Without determining what substantive law, and thus what pleading standard, applies, this Court finds that even under the liberal notice pleading standard of Rule 8(a), plaintiffs have failed to allege a TILA claim based on a veil-piercing theory. The only allegations in the entire Complaint that support plaintiffs’ veil-piercing theory are the allegations, which appear consistently in each section addressing each bank holding company, that the bank holding company “exercised such dominion and control over its subsidiaries . . . that it is liable according to the law for the acts of such subsidiaries under the facts alleged in this Complaint,” and that the card- issuing defendants were wholly owned subsidiaries of their respective bank holding companies. (Compl. ��41-72.) These purely conclusory allegations cannot suffice to state a claim based on veil-piercing or alter-ego liability, even under the liberal notice pleading standard. See Old Republic Ins., 170 F.R.D. at 375; Zinaman v. USTS New York, Inc., 798 F. Supp. 128, 132 (S.D.N.Y. 1992); see also Network Enters., 2002 WL 31050846, at *7 (“The imposition of successor liability, as with corporate veil-piercing, requires the allegation and proof of specific facts, none of which have been alleged in the proposed Amended Complaint.”); Kingdom 5-KR-41, Ltd. v. Star Cruises PLC, No. 01 Civ. 2946 (AGS), 2002 WL 432390, at *12 (S.D.N.Y. March 20, 2002) (“[I]n order to overcome the presumption of separateness afforded to related corporations, [plaintiff] is required to plead more specific facts supporting its claims, not mere conclusory allegations.”). Plaintiffs have failed to allege any facts to support their conclusion that the bank holding companies exercised such dominion and control over its subsidiaries. The unadorned invocation of dominion and control is simply not enough. For example, there is no allegation as to how or why the holding companies have dominion and control over the subsidiaries. Cf. Welch Allen, Inc. v. New Image Indus., Inc., No. 97 Civ. 240, 1998 WL 238623, at *2 (N.D.N.Y. May 5, 1998) (finding that complaint alleged parent and subsidiary have the same officers, use the same name in their advertising, and parent otherwise controls actions of subsidiary); Rolls Royce, 929 F. Supp. at 122 (finding that complaint alleged parent used its control over subsidiary to hide assets from creditors by transferring proceeds between the two companies). Plaintiffs’ reliance on cases noting that veil-piercing is a very fact-specific analysis, conducted only after a full examination of the parties and their relationships, is misplaced. The plaintiffs in those cases alleged sufficient facts to support their allegations of veil-piercing. See, e.g., Federal Trade Comm’n v. Citigroup, Inc., 239 F. Supp. 2d 1302, 1306-07 (N.D. Ga. 2001) (finding that complaint alleged that parent acquired subsidiary and merged the domestic consumer finance businesses together); Arrington v. Colleen, Inc., Nos. AMD 00-191, AMD 00- 421, 2000 U.S. Dist. Lexis 20651, at *20 (D. Md. Aug. 7, 2000) (finding that complaint alleged defendants’ intimate involvement in creation and ownership of corporate entity and defendants’ facilitation of the engagement of the wrong alleged). c. Citigroup and Diners Club The Citibank defendants separately argue that there are no allegations that defendants Citigroup and Diners Club are creditors under TILA. Citigroup, the bank holding company, argues that there are no allegations that it issued credit cards or extended credit to anyone. Defendants argue that plaintiffs’ allegation that Citigroup issues credit cards through its subsidiaries does not satisfy the requirements of TILA. Lastly, defendants argue that Diners Club is not a creditor under TILA since it is not the entity that issues Diners Club cards or extends credit to Diners Club cardholders. While plaintiffs argue that Citigroup exercised such dominion and control over its card-issuing subsidiaries that it should be held liable for those subsidiaries’ TILA violations, the Complaint contains the barest of allegations of dominion and control. (Compl. �46.) For the same reasons that this Court found plaintiffs’ allegations against the other bank holding companies insufficient as to TILA claims based on a veil-piercing theory, the allegations against Citigroup are also insufficient. As for Diners Club, defendants attach an “exemplar cardmember agreement” to their brief and argue that the agreement evidences that Citibank (South Dakota) is the true issuer of Diners Club charge cards and the actual entity that extends credit to the cardholder. Defendants argue that the agreement can be considered because the plaintiffs incorporated it into their Complaint by reference and it is integral to the Complaint. See Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002); In re Merrill Lynch & Co, Inc. Research Reports Sec. Litig., 02 MDL 1484 (MP), 2003 WL 21500293, at *1 (S.D.N.Y. June 30, 2003). Indeed, “[o]rdinarily our consideration is limited to the face of the complaint and documents attached to the complaint are incorporated by reference, but here we may consult [the exemplar] Agreement . . . because [it] [is] integral to [plaintiffs'] claims and [plaintiffs] had notice of that information.” Schnall v. Marine Midland Bank, 225 F.3d 263, 266 (2d Cir. 2000); accord Merrill Lynch, 2003 WL 21500293, at *1 (noting that “documents ‘integral’ to the complaint and relied upon in it, even if not attached or incorporated by reference” can be considered on a motion to dismiss). However, this Court declines to consider the “exemplar agreement” provided by defendants since this Court is not satisfied that this agreement is the form agreement any of the plaintiffs signed and Diners Club did not inform the Court how many different form agreements it has for its cardmembers. Without such information, it would be inappropriate to consider this “exemplar agreement” on a motion to dismiss. This Court is confident that this issue can be developed fully in discovery. Accordingly, Count IV must be dismissed with prejudice as to VISA, MasterCard, Citibank (Nevada) N.A., and Household Credit Card Service, Inc. Count IV is dismissed without prejudice and with leave to replead against defendants Citigroup, Inc., Bank of America Corporation, Bank One Corporation, J.P. Morgan Chase & Co., Providian Financial Corp., Household International, Inc., and MBNA Corporation. Finally, defendants’ motion to dismiss Count IV as to the card-issuing defendants is denied. 3. Actual Damages Defendants contend that plaintiffs’ claim for actual damages under TILA for disclosure violations must be dismissed since plaintiffs have not alleged detrimental reliance. Plaintiffs counter that detrimental reliance is not an element of an actual damages claim under TILA, and even if it is, they have pled such reliance. A private right of action under TILA exists for civil liability against any creditor who fails to comply with any requirement imposed under TILA. 15 U.S.C. �1640(a) (2003). A plaintiff may pursue “any actual damages sustained by [him] as a result of the failure” to make the required disclosures, and/or so-called statutory damages, which are capped at $500,000. 15 U.S.C. �1640(a)(1)-(2). It is well-established that a plaintiff must show detrimental reliance to establish actual damages for a TILA violation. See Demry v. Citibank (South Dakota), N.A., No. 01 Civ. 9959 (HB), 2003 WL 179772, at *4 (S.D.N.Y. Jan. 24, 2003); Schuster v. Citibank (South Dakota), N.A., No. 01 Civ. 5940 (LMM), 2002 WL 31654984, at *3 (S.D.N.Y. Nov. 21, 2002); Gold Country Lenders v. Smith, 289 F.3d 1155, 1157 (9th Cir. 2002); Turner v. Beneficial Corp., 242 F.3d 1023, 1026-28 (11th Cir. 2001) (en banc); Perrone v. General Motors Acceptances Corp., 232 F.3d 433, 436-40 (5th Cir. 2000); Peters v. Jim Lupient Oldsmobile Co., 220 F.3d 915, 916-17 (8th Cir. 2000); Stout v. J.D. Byrider, 228 F.3d 709, 718 (6th Cir. 2000); see also Bizer v. Globe Fin. Servs., Inc., 654 F.2d 1, 4 (1st Cir. 1981) (noting, in dicta, that “such conventional contract-law elements as damages and causation must be shown in addition to a threshold showing of a violation of a TILA requirement”). This Court agrees with those courts and declines to deviate from the rule requiring detrimental reliance for a claim of actual damages under TILA. The statute’s language, as well as its legislative history, supports such a finding. Section 1640(a)(1) specifically states that a plaintiff may recover actual damages sustained “as a result” of a TILA violation. 15 U.S.C. �1640(a)(1). Notably, �1640(a)(2), which provides for statutory damages, contains no such limiting or causal connection language. See 15 U.S.C. �1640(a)(2); see also Perrone, 232 F.3d at 436 (“While the actual damages provision requires a causal connection with the disclosure violation, 15 U.S.C. �1640(a)(1), the statutory damages provision dispenses with causation and imposes a penalty solely for failure to comply with disclosure requirements.”). This Court agrees with the reasoning of the Fifth Circuit in Perrone: Without a causation requirement, actual damages would overlay the statutory damages for no apparent reason. Conceptually, however, statutory and actual damages perform different functions: statutory damages are reserved for cases in which the damages caused by a violation are small or difficult to ascertain. Actual damages may be recovered where they are probably caused by the violation. 232 F.3d at 436; accord Turner, 242 F.3d at 1025-26 (“Under this regime, statutory damages provide at least a partial remedy for all material TILA violations; however, actual damages ensure that consumers who have suffered actual harm due to a lender’s faulty disclosures can be fully compensated, even if the total amount of their harm exceeds the statutory ceiling on TILA damages.”). Further, the legislative history of the 1995 amendments to TILA states, “Congress provided for statutory damages because actual damages in most cases would be nonexistent or extremely difficult to prove. To recover actual damages, consumers must show that they suffered a loss because they relied on an inaccurate or incomplete disclosure.” H.R. Rep. No. 193, 104th Cong., 1st Sess. (1995); accord Turner 242 F.3d at 1028; Demry, 2003 WL 179772, at *4. Thus, this Court finds that detrimental reliance is an element of a claim for actual damages under TILA, and therefore joins the five circuit courts and two other judges in this district to do so. a. Presumption of Reliance Plaintiffs maintain that if detrimental reliance is required for a claim for actual damages under TILA, such reliance should be presumed from the allegations in the Complaint in this “failure to disclose” case. Plaintiffs contend that where the TILA violation is a material omission, there should be a presumption of reliance as there is in the securities fraud arena. See Affiliated Ute Citizens v. United States, 406 U.S. 128, 153 (1972); Mills v. Elec. Automobile-Lite Co., 396 U.S. 375, 382 (1970). Defendants urge this Court to adopt the reasoning in Perrone, and hold that reliance cannot be presumed for a TILA claim. The Fifth Circuit in Perrone, addressing this exact issue, noted that the plaintiffs in that case “attempt[ed] to analogize TILA to Rule 10b-5 by stating the mandate that lessors disclose certain costs associated with obtaining credit . . . makes the existence of such costs ‘material’ facts.” Perrone, 232 F.3d at 439-40. The Fifth Circuit held, however, that ” ‘[u]nlike 10b-5, the roots of Truth in Lending are not in protection against common law fraud, and while any Truth in Lending violation necessarily makes the task of shopping for credit more difficult, that does not translate into a ‘material’ violation.’ ” Perrone, 232 F.3d at 440 (quoting McCoy v. Salem Mortgage Co., 74 F.R.D. 8, 13 (E.D. Mich. 1976)). Plaintiffs stress that the remedial nature of TILA as a consumer protection statute favors a more liberal interpretation of the type of reliance needed for actual damages. This Court disagrees and finds that the better reasoned conclusion is that actual detrimental reliance must be proven for actual damages, and no presumption of reliance can be applied. As the Fifth Circuit held in Perrone, violations of TILA are dissimilar from violations of Rule 10b-5 in the securities fraud context concerning reliance. The TILA reliance requirement stems from the express language in the statute as opposed to common law fraud in Rule 10b-5 cases. See 15 U.S.C. �1640(a)(1) (plaintiff may recover “any actual damages sustained by [her] as a result of the failure” to make the required disclosures); Basic, Inc. v. Levinson, 485 U.S. 224, 243-44 (1988) (“We agree that reliance is an element of a Rule 10b-5 cause of action. Reliance provides the requisite causal connection between a defendant’s misrepresentation and a plaintiff’s injury.”); Perrone, 232 F.3d at 436-40 (“[U]nlike 10b-5, the roots of Truth in lending Act are not in protection of common law fraud,”); see also Turner, 242 F.3d at 1028 (“We find that [the statute's] language indicates that the statute’s authors intended that plaintiffs must demonstrate detrimental reliance in order to be entitled to actual damages under TILA.”). This Court declines to turn aside from the express language of the statute. Further, any presumption of reliance for actual damages claims would obliterate the differences between actual damages claims and statutory damages claims, a result that Congress could not have intended. In TILA, Congress created a measure to protect consumers from deception in a growing field. As part of that measure, Congress provided for two different types of damages, actual and statutory. See 15 U.S.C. �1640(a)(1)-(2). “Under this regime, statutory damages provide at least a partial remedy for all material TILA violations; however, actual damages ensure that consumers who have suffered actual harm due to a lender’s faulty disclosures can be fully compensated, even if the total amount of their harm exceeds the statutory ceiling on TILA damages.” Turner, 242 F.3d at 1026 (emphasis added); accord Perrone, 232 F.3d at 436. Plaintiffs attempt to homogenize the differences between actual and statutory damages undermines the statute and Congressional purpose. Actual damages were not meant to be available for every violation of TILA; statutory damages fill that role. Notably, alternative types of damages are not available under Rule 10b-5 or any securities fraud laws. Plaintiffs complain that without a presumption of reliance on omission cases, actual damages claims would be too difficult to prove. However, that is precisely the statutory scheme that Congress created. “This difficulty seems to have been the impetus for establishing a scheme of statutory damages, and it seems likely that if actual damages could be computed by a simple formula, no statutory damage provision would have been necessary.” McCoy, 74 F.R.D. at 13. In fact, it is precisely “[b]ecause such a showing is so difficult, [that] statutory damages are available to a plaintiff who can prove a technical violation.” McCoy, 74 F.R.D. at 13. Further, as the Fifth Circuit found in Turner, “[t]he legislative history emphasizes that TILA provides for statutory remedies on proof of a simple TILA violation, and requires the more difficult showing of detrimental reliance to prevail on a claim for actual damages.” 242 F.3d at 1028. Lastly, the remedial nature of TILA does not compel a different result. Unlike securities actions, even without the presumption of reliance consumers may hold defendants liable for TILA violations through statutory damages claims. Thus, consumers can further TILA’s goals without receiving actual damages. Moreover, TILA’s remedial nature does not permit this Court to ignore an express element of a private right of action found in the text of the statute. Accordingly, plaintiffs cannot rely on a presumption of reliance and therefore must prove detrimental reliance. As plaintiffs have not alleged detrimental reliance, their claims for actual damages under TILA are dismissed without prejudice and with leave to renew. 4. TILA Conspiracy and Aiding or Abetting Lastly, defendants argue that plaintiffs’ TILA claims against the non-card issuing defendants should be dismissed because there can be no liability for conspiracy to violate TILA, nor any liability for aiding and abetting a violation of TILA. Plaintiffs argue that this Court should interpret TILA broadly due to its remedial nature and find that there are private causes of action for conspiracy to violate TILA, and aiding and abetting TILA violations. To do otherwise, plaintiffs contend, would allow circumvention of TILA by “ingenious malefactors.” TILA provides that “any creditor who fails to comply with any requirement imposed under this part . . . with respect to any person is liable to such person.” 15 U.S.C. �1640(a). As this Court noted previously, plaintiffs have not properly alleged that the non-card issuing defendants are creditors under TILA or that they are liable for their subsidiary’s TILA violations. There is no express private right of action anywhere in the statutory scheme for conspiracy to violate TILA or aiding and abetting TILA violations. TILA creates a duty to disclose certain information only on behalf of “creditors” as that term is defined in TILA. See 15 U.S.C. �1631(a)-(b) (2003). Creditors, in turn, are liable for violations of that duty only to the individuals or entities to whom they owe that duty. See 15 U.S.C. �1640(a). TILA does not extend that duty or the benefits of that duty to anyone else. Nor does TILA make creditors liable to anyone for any violations of the disclosure requirements. Thus, based on the plain language of the statute there is no claim for conspiracy or aiding and abetting under TILA. The only decision addressing this issue has also found that the language in TILA does not provide for secondary liability. See Weiner v. Bank of King of Prussia, 358 F. Supp. 684, 692-94 (E.D. Pa. 1973). The Weiner court found that “the Truth-in-Lending Act makes explicit that only a person to whom the duty of disclosure is owed can recover for breach of that duty. It is obvious that in order for a bank to be obligated to disclose credit terms to an individual, that individual must be doing business with that bank.” Weiner, 358 F. Supp. at 692. In an analogy particularly relevant to this action, the Weiner court held that the “Truth-in-Lending laws establish duties owed by creditors to their customers. There is no provision in any of these statutes similar, for example, to Section 1 of the Sherman Act, 15 U.S.C. �1, which makes ‘conspiracy’ or ‘combination’ an actionable wrong.” Weiner, 358 F. Supp. at 693. Thus, the Weiner court held that a claim for conspiracy to violate TILA is not actionable. See Weiner, 358 F. Supp. at 694. The Supreme Court analysis in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164 (1994), and the Second Circuit’s interpretation of Central Bank in Dinsmore v. Squadron, Ellenoff, Plesent, Sheinfeld & Sorkin, 135 F.3d 837 (2d Cir. 1998), are instructive. In Central Bank the Supreme Court held that there was no aiding and abetting civil liability for a �10(b) claim. See 511 U.S. at 176-77, 191. The Court held that �10(b) itself did not prohibit aiding and abetting the commission of a manipulative or deceptive act. Central Bank, 511 U.S. at 177. The Supreme Court noted that, as evidenced by companion securities statutes to �10(b), “Congress knew how to impose aiding and abetting liability when it chose to do so.” Central Bank, 511 U.S. at 176. It also held that “the statutory text controls the definition of conduct covered by [the statute].” Central Bank, 511 U.S. at 175. Permitting a claim for aiding and abetting a �10(b) claim would “extend liability beyond the scope of conduct prohibited by the statutory text.” Central Bank, 511 U.S. at 177. Having concluded that the statute does not explicitly provide for aiding and abetting liability, the Court held that that finding resolved the case. Central Bank, 511 U.S. at 177. Nevertheless, despite its reliance on the interpretation of the statute’s language, the Supreme Court went further and reviewed the statute’s legislative history and policy considerations. The Supreme Court concluded that neither the legislative history nor public policy considerations created a cause of action for aiding and abetting a �10(b) violation. See Central Bank, 511 U.S. at 181-189. The Second Circuit’s opinion in Dinsmore expanded the Central Bank holding to prohibit claims for conspiracy to violate the securities laws. 135 F.3d at 842. The Second Circuit noted, [c]ritically, as in the case of aiding and abetting, there is no mention of conspiracy in the text of �10(b). Just as Congress clearly knew how to impose aiding and abetting liability when it chose to do so, thereby suggesting that its absence from �10(b) should not be disregarded, the existence of statutes expressly providing for conspiracy liability . . . warrants the same conclusion. Dinsmore, 135 F.3d at 842. The Dinsmore court also found that there was no support in the legislative history for a claim for conspiracy. See 135 F.3d at 841-42. This Court finds the reasoning in Central Bank, Dinsmore, and Weiner persuasive. Since TILA’s statutory text does not provide for conspiracy or aiding and abetting claims, and the legislative history supports that conclusion, claims for conspiracy or aiding and abetting cannot stand. Plaintiffs’ reliance on Wiwa v. Royal Dutch Petroleum Co., No. 96 Civ. 8386 (KMW), 2002 WL 319887 (S.D.N.Y. Feb. 28, 2002), is misplaced. In that case, the court held that Central Bank and Dinsmore do not automatically preclude a finding of a claim for conspiracy or aiding and abetting where such an action was not explicitly provided for by the statute. See Wiwa, 2002 WL 319887, at *16. The Court noted, [n]either Central Bank nor Dinsmore holds that a statute must explicitly allow for secondary liability in order for a court to hold aiders and abetters or co-conspirators liable. Rather, Central Bank and Dinsmore support the proposition that the scope of liability under a statute should be determined based on a reading of the text of the specific statute. Wiwa, 2002 WL 319887, at *16. In that regard, the Wiwa court found that both the language and legislative history of the Torture Victim Protection Act of 1991 supported liability for aiders and abetters. See Wiwa, 2002 WL 319887, at *16. But that is not the case here. Nothing in either TILA’s text or legislative history supports a claim for aiding and abetting or conspiracy. Thus, the Wiwa case is inapposite. Accordingly, defendants motion to dismiss Count IV is granted in part and denied in part, as follows: (1) Count IV in its entirety is dismissed with prejudice as to defendants VISA, MasterCard, Citibank (Nevada), and Household Credit Card Service; (2) Count IV in its entirety is dismissed without prejudice and with leave to replead as to defendants Citigroup, Inc., Bank of America Corporation, Bank One Corporation, J.P. Morgan Chase & Co., Providian Financial Corp., Household International, Inc., and MBNA Corporation; (3) the claims in Count IV for actual damages are dismissed without prejudice and with leave to replead; (5) Count IV is dismissed with prejudice as to plaintiffs’ claims of conspiracy and/or aiding and abetting; and (6) the motion to dismiss Count IV as to all other parties is denied. Conclusion Accordingly, defendants’ motion to dismiss the Complaint is denied in part and granted in part. Specifically, defendants motion to dismiss Counts I through III is denied. Their motion to dismiss Count IV is denied in part and granted in part, as follows: (1) Count IV in its entirety is dismissed with prejudice as to defendants VISA, MasterCard, Citibank (Nevada) N.A., and Household Credit Card Service, Inc.; (2) Count IV in its entirety is dismissed without prejudice and with leave to replead as to defendants Citigroup, Inc., Bank of America Corporation, Bank One Corporation, J.P. Morgan Chase & Co., Providian Financial Corp., Household International, Inc., and MBNA Corporation; (3) the claims in Count IV for actual damages are dismissed without prejudice and with leave to replead; (5) Count IV is dismissed with prejudice as to plaintiffs’ claims of conspiracy and/or aiding and abetting; and (6) the motion to dismiss Count IV as to all other parties is denied. Further, defendants First USA Bank, N.A. and Bank One Corporation motion to compel arbitration of plaintiff Ruga’s claims is granted. Also, defendants Bank of America, N.A. (USA) and Bank of America Corporation’s motion to compel arbitration with respect to plaintiff Ross’s claims is granted. To the extent permitted by this Memorandum and Order, plaintiff shall serve and file a further amended complaint no later than August 15, 2003. So Ordered.

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