PAUL W. GRIMM, District Judge.
This Memorandum Opinion addresses the Motion to Dismiss that Defendant Federal Home Loan Mortgage Corporation ("Freddie Mac") filed, ECF No. 13, along with a Memorandum in Support, ECF No. 13-1; pro se Plaintiff Joseph Williams's Opposition, ECF No. 17; and Defendant's Reply, ECF No. 18, as well as Plaintiff's Motion to Amend Complaint and to Issue a Preliminary Injunction and Temporary Restraining Order, ECF No. 19; and Defendant Freddie Mac's Opposition, ECF No. 20. Plaintiff has not filed a reply to Defendant's Opposition, and the time for doing so has passed. See Loc. R. 105.2. A hearing is not necessary. See Loc. R. 105.6. For the reasons that follow, Plaintiff's Motion is DENIED and Defendant's Motion is GRANTED.
Plaintiff filed suit in the Circuit Court for Prince George's County against Defendant Freddie Mac and seven others that Plaintiff characterizes as "Freddie Mac Agents." Compl. 2 & ¶ 8, ECF No. 2. He claimed that he entered into a sales contract that Freddie Mac drafted for purchase of residential property (the "Property"), and the "inaction" of Freddie Mac and the Freddie Mac Agents "prevented [Plaintiff] from performing his obligations under the Sales Contract and deprived [him] of the opportunity to lock-in a lower interest rate for the Fidelity mortgage loan." Id. ¶¶ 2, 9 & 25. Plaintiff's Complaint includes three counts: Breach of Contract (Count I), Breach of the Implied Covenant of Good Faith and Fair Dealing (Count II), and Interference with Contract - Sales Agreement (Count III). Id. at 10-11. Notably, Plaintiff sought monetary damages and a preliminary injunction; he did not ask the Court for specific performance or other permanent equitable relief. See id. at 11-12. On August 13, 2013, Plaintiff moved for a temporary restraining order ("TRO") "to prevent the named defendants... from entering into agreements to sell and from selling, transferring or otherwise disposing of the property... to a buyer other than Plaintiff, " Pl.'s Mot. 2, which the state court granted. Def.'s Opp'n 2.
On August 21, 2013, Freddie Mac removed the case to this Court. ECF No. 1. I denied without prejudice Plaintiff's Motion for ex Parte Temporary Restraining Order and Issuance of Attachment, ECF No. 3. Sept. 17, 2013 Ltr. Order 1, ECF No. 16. Additionally, I stated that the state court's TRO would be dissolved effective October 8, 2013 "unless Plaintiff demonstrate[d] prior to October 8, 2013, by renewing his Motion, that there continues to be a good faith basis in law and fact for asserting that the criteria for a temporary restraining order continue to exist." Id. (emphasis added). In doing so, I noted that Plaintiff sought monetary damages and a preliminary injunction but did not seek specific performance or other permanent equitable relief.
On October 8, 2013, Plaintiff filed his Motion to Amend Complaint, stating that he "seeks specific performance of Freddie Mac's obligations under the Sales Agreement as well as monetary damages, " and requesting that the Court "recognize Plaintiff's request for specific performance and grant Plaintiff 45 days to amend the complaint." Pl.'s Mot. 2. At the same time, Plaintiff renewed his motion for a preliminary injunction and TRO, relying on his request for specific performance and contending that he "will suffer irreparable harm because rights to the property will transfer to a third party." Id.
In determining whether a plaintiff may amend, the Court considers, inter alia, whether amendment would be futile. See Foman v. Davis, 371 U.S. 178, 182 (1962); Laber v. Harvey, 438 F.3d 404, 426 (4th Cir. 2006); MTB Servs., Inc. v. Tuckman-Barbee Constr. Co., No. RDB-12-2109, 2013 WL 1819944, at *3 (D. Md. Apr. 30, 2013). It is true that, as Defendant notes, in Plaintiff's Motion to Amend Complaint, he seeks to request additional relief without modifying how he has pleaded any of his three causes of action, despite the fact that Defendant's Motion to Dismiss is pending. Therefore, if Plaintiff's claims are not sufficiently pleaded, amendment will be futile because the Complaint still will be subject to dismissal. Also, in determining whether a plaintiff is entitled to a preliminary injunction or TRO, the Court considers, inter alia, whether the plaintiff is likely to succeed on the merits. Winter v. Natural Res. Defense Council, Inc., 555 U.S. 7, 20 (2008); Real Truth About Obama, Inc. v. Fed. Election Comm'n, 575 F.3d 342, 347 (4th Cir. 2009), vacated on other grounds, 559 U.S. 1089 (2010). Whether Plaintiff has stated a claim in his Complaint is relevant to both considerations. Therefore, I will begin by addressing Defendant's Motion to Dismiss for failure to state a claim.
A. Defendant's Motion to Dismiss
Federal Rule of Civil Procedure 12(b)(6) provides for "the dismissal of a complaint if it fails to state a claim upon which relief can be granted." Velencia v. Drezhlo, No. RDB-12-237, 2012 WL 6562764, at *4 (D. Md. Dec. 13, 2012). This rule's purpose "is to test the sufficiency of a complaint and not to resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.'" Id. (quoting Presley v. City of Charlottesville, 464 F.3d 480, 483 (4th Cir. 2006)). To that end, the Court bears in mind the requirements of Fed.R.Civ.P. 8, Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), and Ashcroft v. Iqbal, 556 U.S. 662 (2009), when considering a motion to dismiss pursuant to Rule 12(b)(6). Specifically, a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief, " Fed.R.Civ.P. 8(a)(2), and must state "a plausible claim for relief, " as "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice, " Iqbal, 556 U.S. at 678-79. See Velencia, 2012 WL 6562764, at *4 (discussing standard from Iqbal and Twombly ). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 556 U.S. at 663.
When reviewing a motion to dismiss, the Court accepts the facts that alleged in the complaint as true. See Aziz v. Alcoac, 658 F.3d 388, 390 (4th Cir. 2011). Also, "[t]he court may consider documents attached to the complaint, as well as documents attached to the motion to dismiss, if they are integral to the complaint and their authenticity is not disputed." Sposato v. First Mariner Bank, No. CCB-12-1569, 2013 WL 1308582, at *2 (D. Md. Mar. 28, 2013); see CACI Int'l v. St. Paul Fire & Marine Ins. Co., 566 F.3d 150, 154 (4th Cir. 2009); see also Fed.R.Civ.P. 10(c) ("A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes."). Moreover, where the allegations in the complaint conflict with an attached written instrument, "the exhibit prevails." Fayetteville Investors v. Commercial Builders, Inc., 936 F.2d 1462, 1465 (4th Cir. 1991); see Azimirad v. HSBC Mortg. Corp., No. DKC-10-2853, 2011 WL 1375970, at *2-3 (D. Md. Apr. 12, 2011).
Freddie Mac owns the Property that Plaintiff seeks to purchase. Compl. ¶¶ 2, 9 & 11. Plaintiff entered into a contract to purchase the Property from Freddie Mac (the "Contract") for $202, 000, with Freddie Mac contributing $6, 060 toward Plaintiff's closing costs. Id. ¶¶ 9 & 11. Plaintiff provided Freddie Mac with a $7, 000 earnest money deposit. Id. ¶ 12. The Contract provided that Plaintiff would obtain financing to purchase the Property "within an unspecified amount of time." Id. ¶ 13. According to Plaintiff, "Freddie Mac or Freddie Mac Agents know that it was required to execute ancillary documents, undertake ministerial acts and perform other customary seller obligations in order for the Buyer [i.e., Plaintiff] to obtain a residential mortgage loan to purchase the Property." Id. ¶ 16. Additionally, one of the Freddie Mac Agents "represented to Buyer that Freddie Mac would send to Buyer executed documents reflecting nonmaterial revisions to the Sales Contract..., which included extending the Sales Contract settlement date, " but Freddie Mac never sent the documents, id. ¶¶ 18-20. The Freddie Mac Agent failed to return Plaintiff's calls and emails in May and June 2013 and "stopped communicating with Buyer and Fidelity [First Mortgage, the lender, ] abruptly, " id. ¶¶ 21-22. Plaintiff claims:
The inaction on the part of Freddie Mac and Freddie Mac Agents, including failing to execute ancillary documents, undertake ministerial acts and perform other customary seller obligations in order for the Buyer to obtain a residential mortgage loan to purchase the Property, prevented buyer from performing his obligations under the Sales Contract and deprived Buyer of the opportunity to lock-in a lower interest rate for the Fidelity mortgage loan.
Id. ¶ 25. In July, another Freddie Mac Agent informed Plaintiff that he was "in the same situation as all other buyers that are bidding on [the Property].'" Id. ¶ 35. Freddie Mac retained Plaintiff's earnest money deposit but "entered into a new agreement to ...