See Indus Concepts & Eng'g, LLC v. Superb Indus., Inc., No. 15-13150, 2016 WL 3913711, at *7-*8 (E.D. Mich. July 20, 2016) ("The danger of allowing contract law to drown in a sea of tort exists . . . where fraud and breach of contract claims are factually indistinguishable." (quoting Huron Tool & Eng'g Co. v. Precision Consulting Servs., Inc., 209 Mich. App. 365, 370, 532 N.W.2d 541 (1995)) (internal quotation marks omitted) (omission in original)); Santander Consumer USA, Inc. v. Superior Pontiac Buick GMC, Inc., No. 10-13181, 2013 WL 27921, at *11 (E.D. Mich. Jan. 2, 2013); PHD Michigan, L.L.C. v. Outfitters Ass'n of Am., No. 04-73964, 2006 WL 2042515, at *7 (E.D. Mich. July 20, 2006). Plaintiff argues that "[w]here a plaintiff alleges that fraud and misrepresentation took place before the parties entered into a contract, the defendant's legal duty not to misrepresent or to fraudulently induce plaintiff to enter into the contract does not arise out of any contractual duties between the parties."

The court notes that, according to plaintiff's own allegations, over a decade followed the initial statements, during which all involved enjoyed success in their investments. The court agrees that such statements are much more like the promise to perform with "integrity," as defendant argues, in the case of PHD Mich., L.L.C. v. Outfitters Ass'n of America, 2006 WL 2042515 at *8 (citing Hi-Way Motor Co., 247 N.W.2d at 816). The ultimate dissolution of PWB in 2009 cannot be said to support plausible allegations of a "present" fraudulent intent at various points beginning in the mid-1990s and spanning over a decade, during which time the partnership was thriving.

Defendant argues the unfair competition claim should be dismissed because Plaintiff does not allege that there is a separate legal duty, outside the contracts, upon which Plaintiff may bring a tort claim. In order for a party to bring an action in tort, there must be a duty independent of any contract. Haas v. Montgomery Ward & Co., 812 F.2d 1015, 1016 (6th Cir. 1987); PHD Michigan v. Outfitters Assoc. of Am., No. 04-73964, 2006 WL 2042515, at *5 (E.D. Mich. July 20, 2006) (Edmunds, J.). The Michigan Supreme Court has held that "a tort action will not lie when based solely on the nonperformance of a contractual duty."

Defendant also argues that the fraud and fraudulent misrepresentation claims should be dismissed because Plaintiffs' allegations are based solely upon unfulfilled promises to perform future acts and failed to plead the fraud claims with sufficient particularity. In order for a party to bring an action in tort, there must be a duty independent of any contract. Haas v. Montgomery Ward Co., 812 F.2d 1015, 1016 (6th Cir. 1987); PHD Michigan v. Outfitters Assoc. of Am., No. 04-73964, 2006 WL 2042515, at *5 (E.D. Mich. July 20, 2006) (Edmunds, J.); Allendale Mut. Ins. Co. v. Triple-S Tech., Inc., 851 F. Supp. 277, 280 (W.D. Mich. 1993) (finding that the tort action must arise independent of the existence of the contract). The Michigan Supreme Court has held that "a tort action will not lie when based solely on the nonperformance of a contractual duty."