PATRICIA A. SULLIVAN, United States Magistrate Judge. “Happy families are all alike; every unhappy family is unhappy in its own way.”

Leo Tolstoy, Anna Karenina (1877).1

Now pending before the Court is themotion ofDefendant Kimberly Renk (“Kim”)2 to dismiss two Counts –Count V (defamation per se) and Count VI(tortious interference with business relations)–asserted against her by Plaintiff Sequin, LLC (“Sequin”),for failure to state a claim pursuant to Fed. R. Civ. P. 12(b)(6). ECF No. 30. In Count V, Sequin alleges that Kim defamed it per seby sending an email to some of its customers that exposed the details of a dysfunctional family squabble between Kim and certain members of the Renk family3 who own and manageSequin. ECF No. 17 at 24-26. In Count VI, Sequin claims that the email interfered with its business relationships, as well as its reputation and standing with these customers. Id.at 26-27. The motion has been referred to me pursuant to 28 U.S.C.§ 636(b)(1)(B). Finding that the verified First Amended Complaint (“FAC”) fails plausibly to allege either that the email is

1This version of the opening sentence of Anna Kareninais taken from the translation by Joel Carmichael. Leo Tolstoy, Anna Karenina1 (Bantam Classic ed. 1981).

2CountsV and VI are asserted only against Kim. The other Defendants –Gregory C. Dryer, Kim’s husband,and Bunnies Unlimited, LLC, Kim’s business –have not joined the motionto dismiss. 3TheseRenk family members include Kim’s sister, Linda Renk (“Linda”), Kim’s brother, Richard John Renk, Jr. (“RJ”), and Kim’s father, Richard Renk, Sr. (“Richard”). defamatory per se(or defamatory at all) as to Sequin or that its allegedly defamatory statements interfered (causing harm resulting in damages) with Sequin’s relationships with any of its customers, Irecommend that the motion be granted.

I. SETTING THE STAGE

Kim’smotion todismissarises inacasethat is not newtothis Court; therefore, before focusing ontheinstant motion, Ipausetosketchinthesomewhat complicatedbackground. The Court became familiar with the matter in the course of addressing Sequin’s motion for preliminary injunction and Defendants’ motion to stay Counts I-IV based on the abstention doctrine pursuant to Colorado River Water Conservation District v. United States, 424 U.S. 800 (1976) (“Colorado River”). This workculminatedinSequin, LLC v. Renk, C.A. No. 20- 62WES, 2020 WL 5995205 (D.R.I. Oct. ^[2], 2020) (“Sequin I”).4 In brief, these proceedings have revealedtheunpleasant details of an ugly family fight overownership andcontrol ofSequin, a successful NewYork-basedsellerofcostumejewelry. Sequin I, at *2-5. Since2018, thefamily warhas been publicly wagedinNewYorkstatecourt. Seegenerally Renk v.Renk,Index No.

652439/2018 (N.Y.Sup. Ct.) (“Renk v.Renk I”), and Renk v.Renk, Index No.153019/2020 (N.Y.Sup. Ct.) (“Renk v.Renk II”). Theinternecine strifespilledinto theDistrict ofRhode Island, whenSequin initiated this casein February 2020. IntheNew York cases, Kim claims that, with hersister, Linda, sheco-founded Sequin in 1999 and that 50%of Sequin is rightfully hersbut herinterest has been held inher father’s name,andthat,more recently, hersiblings,

4 Sequin’s preliminary injunctionmotion was abandoned after the Court questioned Sequin’s counsel regarding its bona fides, including the troubling discrepancies between the facts reflected in the pleadings and the discovery developed in Renk v. Renk, Index No. 652439/2018 (N.Y. Sup. Ct.)and Linda’s averments under oathin this case. Sequin I,at*3 n.8,[*12] . Defendants’ Colorado Rivermotion to stay Sequin’s infringement claims was granted. Sequin I,at[*13] .

LindaandRJ,havewrongly forcedherout ofSequin. As describedbythe NewYork Supreme CourtinRenk v.Renk I:

[A]lthough [Kim]has served inawell-compensated managerial position at Sequin [sinceleaving herprior employment,Kim’s]fathernever formally transferred the 50%interest toherorplaced it inhername.... Linda...claims thesecond 50% interest was inthename oftheirfatherRichard and that anypromiseRichard may havemadetotransfer his interest to[Kim]is unenforceable. [Kim] commenced this suit afterabreak downinherrelationshipwith Linda...aspartof an internal family powerstruggle relatedtotherunningofthe company. Renk v.Renk I,No.652439/2018, 2020WL2572384, at *1(N.Y.Sup. Ct. May21, 2020) (motion todismiss denied inpart,grantedinpart),aff’d,___ N.Y.S.3d ____,188 A.D.3d502 (N.Y.App.Div.Nov.12, 2020). WhileLinda,RJ and Richardhaveconcededthat Kim was laudedas aSequin co-founder on Sequin’s websiteand LindaandRichard haveadmittedthat Kim maybeentitled toan interest inSequin beyondherstatus as an employeeholding a“well-compensatedmanagerial position,”theycontendthat Kim has engagedinsignificant misconduct that has adversely affected Sequin resulting intheirdecision tosuspendher andbring legal claims against her; theyvigorously disputethat Kim is entitled toownershipof50%ofSequin. Sequin I, at *2,5.

As apublicairing ofthe Renk family troubles, the sorryspectaclebeganin May2018, whenKim filedRenk v. Renk IinNewYorkstatecourt,claiming that she is entitled toa50% interest inSequin. Sequin I, at *2. Afterthefiling (whichdrewanarray ofcounterclaims), for a time,thebattleseemedcontained inthat Kim continued toserveinatop managerial capacity at Sequin andwas paid “generous compensation.” FAC ¶52. That changed onFebruary 7,2020, with Sequin’s filing ofthis case,inwhichit sued Kim intheDistrict ofRhode Island for infringement basedonher operation of aSequin-branded pop-up storein Newport. Sequin I, at *4-5. Soon after,onMarch 6,2020,Sequin suspendedKim’semployment,sending aterse lawyer’sletteradvising that “duetoherongoing and unremedied misconduct inSequin’s workplace, [Kim’s] employment is suspendedeffective immediately.” ECF No.29-18at 84; see also FAC ¶49. At thesame time,LindaandRJ sent areassuring communication5 toKohl’s and otherSequin customersregarding Kim’sdeparture,advising that Kim “will beon aleaveof absence effectivetoday,” but allaying concerns: “[w]ehavethesamestrong, talented and dedicated executiveteam, whoare committedtocontinuity anduninterruptedexecution ofour business sotherewill be no changetoourorganization’s functionality.” ECFNo. 29-18at 86. Sequin describes this communication inits briefinopposition tothemotion todismiss:“[t]hese Sequin ownersandofficers merely sent aninnocuous noticetotheircustomersof [Kim’s]leave ofabsencetoensuretheir customers could maintain contacts with thecompany during her leave.” ECFNo.33at 19.

OnMarch23,2020, Kim filedRenk v.Renk IIin NewYorkstatecourt,suing Sequin andhersiblings foremployment discrimination, wrongful dischargeandinjuryto reputation. Sequin I, at *5. Thefilings inRenk v.Renk IIdescribeincendiaryandunsavorybehavior by, andbilious exchanges among,thesiblings andtheirattorneys,with each sideaccusing theother ofoffensive workplace misconduct. Seegenerally Renk v.Renk II, Index No.153019/2020

5The complete text of this communication is:

Dear Kohl’s Team We want to inform you that Kim Renk will be on a leave of absence effective today. We have the same strong, talented and dedicated executive team, who are committed to continuity and uninterrupted execution of our business so there will be no change to our organization’s functionality. On behalf of everyone at Sequin, please know we appreciate and value your partnership. Should you have any questions or concerns, please do not hesitate to reach out to me directly. Thank you, Linda Renk & RJ Renk ECF No. 29-18 at 86. At the hearing, the Court confirmedthat Sequin does not dispute the authenticity of this iteration of Linda’s and RJ’s communication to Kohl’s. (N.Y. Sup. Ct.).° Kim’s pleading includes the charge that Linda’s and RJ’s communication to Kohl’s (and others) was sent with the “specific intent of destroying whatever standing [Kim] had with customers . . . developed over the past 20 years.” Sequin I, at *5 (internal quotation marks omitted). Next, on April 6, 2020, Kim sent an email to an individual (“E.E.”) at Kohl’s; Kim claims that this email was in response to the Kohl’s communication written by Linda and RJ.’ ECF No. 30-1 at 8. This email contains the nine accused statements that Sequin alleges are defamatory per se. FAC § 51.

The complete text of the email to E.E. (with the accused defamatory statements underscored by the Court) is as follows:

Sent: Monday, April 6, 2020, 03:55:48 PM EDT Subject: Kim Renk & Sequin Dear [E.E.], I hope this finds you and your family well and staying safe during this very scary corona virus world we now find ourselves in. It is not my intent to intrude or disturb your focus on staying safe. As such I’ve avoided sending this to you until now.

I write because many of Sequin’s clients have reached out to me after receiving an embarrassing and awkward communication recently sent to you by my sister, Linda Renk, and brother, RJ Renk, concerning my relationship with Sequin and falsely suggesting that I had reason to take a “leave of absence”. In response to your kind and heartfelt concerns about my health, which I deeply appreciate, I feel I must correct the record at this time: e Tam not on a leave of absence; e | do not have the Corona virus or any other condition; e I’m perfectly healthy as well; e Contrary to Linda’s assertions, it is not the same strong team at Sequin.

6 Since the events pertinent to this motion, Renk v. Renk II was dismissed by the New York Supreme Court; an appeal from the dismissal is pending. Renk v. Renk, Index No. 153019/2020, 2020 N.Y. Misc. LEXIS 10284 (N.Y. Sup. Ct. Nov. 25, 2020), appeal filed, Index No. 153019/2020, NYSCEF No. 49 (N.Y. Sup. Ct. Dec. 28, 2020). 7 Just as Linda and RJ also sent their communication to other Sequin customers, ECF No. 33 at 19, Kim also sent her responsive email not just to E.E. and other individuals at Kohl’s but also to individuals associated with other Sequin customers. FAC {f 53-54.

Thankyoufortaking the timetoreachout tomeafterreceiving that communication. Quite simply, LindaandRJ arepushing meout ofmycompany inretaliation formy taking legal action toreclaim myownershipin, Sequin. This has beenanongoing family issuethat Ihavemade everyeffort toavoid making publicinordertoamicably anddiscreetly resolve thematter. However,in 2018I was forced tofilealawsuit with theSupremeCourt ofNewYorkwhichis publicly availableunder Index #625439/2018regarding my50%ownership in Sequin, theCompany Iconceived,founded and built. Inresponse, Linda has orchestrated acampaign ofdisinformation and retaliation against meseeking to publicly undermineand diminish myroleinSequin andimpugning mycharacter andreputation as aco-founderandprincipal contributor toSequin’s success. The retaliation andhostile atmospherehas become so toxicthat Ihad tofilealawsuit forconstructivetermination whichis publicly available under Index #153019/2020 and Ihave beenforced out ofthe companyafter20yearsof giving it myall tobuildit tothesuccess that it is today.

As manyofyouknow, priortoco-founding Sequin with mysisterin1999, Ihad workedfor20years infashion jewelryfirst at NapierJewelry andthenfor 17 years Ihad theunique opportunity ofbeing theVicePresident andCo-Head of Product Development in Swank, Inc.’swomen’sdivision. During that time, I launchedGuess Jewelry with Paul Marciano,Kenneth ColeJewelrywith Kenneth ColeandDKNYJewelry with DonnaKaran among manyothermajornational brands.

What youmaynot know was at thetimeofSequin’s formation, Iwas transitioning overfrom Swank whichwas intheprocess ofselling itswomen’s jewelrydivision. Meanwhile, Lindawhohadbeen aswimwear andsweater buyer at Target, was terminated byTarget. WhileLinda neverhad anyjewelryor accessories experience of anysort,shewas my best friendandsisterand Iwanted hertobemyequal partnertohelplaunchmyplan andvision. It seemedagood ideatocometogether as sisters whereourplanwas toeachpursuebusiness lines basedonourrespective careers,Lindawouldrun ashawl andbeaded bag business and Iwould start acostumejewelrybusiness. As afinancial backer withdrew,andwhile Iwas charting thecoursefor oursoon tolaunchcompany, myFather was given the Business Planthat my husbandand Icreated forstarting ajewelry company. Toavoid potential complications forSequin andformeat Swank, hetold mehewould hold my50%ownership inSequin intrust forme until Icameover from Swank. Trusting myFatherwhois also alawyer, I went along with his direction. Icameoverfrom Swank afewmonths afterSequin’s launch. Iimmediatelyfocused onbuilding thebusiness andbringing mywhole rangeof contacts to Sequin whichincludedemployees, customers andmajor Asiansuppliers. With somemoneyfrom myFatherandalot ofsweat equity, Lindaand Iwent forward ondeveloping ourbusiness lines. WhenLinda’s beadedbag business quickly flopped, Iinvited her tohelp meinthejewelry business.

Without belaboring theissue, Itrustedmyfamily and relied ontheirassurances that mymembership interests held bymyfather would betransferred tome when requested. However, he has failed todosoas he has donesince2010when Ifirst involved lawyersto peacefully resolvethematter. With eachpassing year it seemedlikethematter would beresolvedpeacefully andquietly. Tenyears later, hestill refuses even after Icommenced thelegal action referred to abovein 2018. MyFather andLindaare instead trying tosteal my50%ownershipinSequin. I’m veryproudofSequin, thecompany Ifounded andbuilt into anincredibly successful fashion jewelry business.

Nowyouunderstand why Iam reaching out to youinthis difficult timeto respond tothefalse communication sent byLindaandRJ. Icannot control their effortstodemean meand smearmyreputation intheindustry. However, Iwill not idly sit byinthe face ofsuchefforts todamage myreputation andmy relationship with you. Thoserelationships arethe prideofmybusiness career. But formyFather’s refusal totransfertome what is rightfully mine, Iwould neverhavetobring anyofthis un-tawdryin-family fighting toyourattention. However,it is necessary giventhat LindaandRJ haveset out tointentionally deceiveyou as towhat is really going onandthecircumstances ofmy coerced departure.

As I, forthetimebeing, am not working with Sequin, areality that sadly damages mycompany, Inonetheless wantedtothankyou forall that wewere ableto build togetherovertheyears. Itrust that youwill fondlyreflect uponthemanyyears of ourpersonal and business relationship.

Bewell and Ipray each ofyouandyourfamilies remainhealthy andsafe. All theBest, Kim ECF30-3; see also FAC ¶51. Appendedtothe email, Kim includedcopiesofthe complaints in both Renk v.Renk Iand Renk v.Renk II. ECF30-3at 4-58. Also attached tothe email is aone- pageimage characterized by Kim as a“publicity release from 2014,”ECF No.30-1at 10,which appearstobeacopyofpage26from apublication entitled“ModernLuxuryPalm Beach” availableat “mlpalmbeach.com”; its brieftext (attributed to“CarolinaBuia”)describes Kim and Lindaas “the co-owners and co-founders ofSequin.” ECFNo.30-3 at 59. Aweek aftertheaccused email was sent, onApril 13,2020,Kim filedher RhodeIsland motion todismiss basedon Colorado River. ECF No.15. Twoweeks later,onApril 27,2020, Sequin firedback with the FAC,mooting theColorado Rivermotion todismiss. ECFNo.17; May5,2020Text Order. Targeting theaccused email, theFAC addedthe twonew claims that arethesubject oftheinstant motion, Counts V(defamation per se) andVI(tortious interference with business relations). FAC at 24-27. Kim responded totheFAC byseeking to staythe infringement claims (Counts I-IV)based onColorado River,whilemoving todismiss thenew defamation andtortious interference Counts forfailing tostateaclaim. ECFNos. 29& 30. The Courtresolvedtheformer motion inSequin I; the lattermotion is nowthesubject ofthis report andrecommendation.

II. STANDARD OF REVIEW

Toavoid foundering inthefaceof amotion to dismiss underFed.R.Civ. P. 12(b)(6),a pleading must allegeaplausible entitlement torelief. Ashcroft v. Iqbal,556 U.S. 662,678 (2009);Bell Atl. Corp.v.Twombly,550 U.S. 544,555 (2007). Theplausibility inquiry requires thecourttodistinguish “the complaint’s factual allegations (whichmust be accepted as true) from its conclusorylegal allegations (whichneed not becredited).” Morales-Cruzv.Univ.of P.R.,676F.3d220,224(1st Cir.2012). Plausibility “means something morethan merely possible,andgauging ...plausibility is acontextspecificjob that compels [theCourt]todraw on[its]judicial experienceand common sense.” Zenon v.Guzman,924 F.3d 611, 616(1st Cir. 2019)(internal quotation marksomitted). TheCourt must determinewhetherthe well-pled facts, takenas true, aresufficient tosupport“thereasonable inferencethat thedefendant is liablefor themisconduct alleged.” Haley v.City ofBoston,657 F.3d39,46(1st Cir.2011)(quoting Iqbal,556 U.S. at 678); seeMcKeev.Cosby,874 F.3d 54,59(1st Cir.2017)(onmotion to dismiss defamation suit,court draws all reasonableinferences infavorofnon-moving party). In makingthis assessment,the Court should ignoreconclusory statements that donot rest on pleadedfacts; thus, ifan allegation is madeon“information andbelief,”but thepleader fails to supply facts tosupport it,the allegation maybedisregarded. Menardv.CSXTransp., Inc.,698 F.3d40,44-45& n.5(1st Cir. 2012). “This is sonot only oflegal boilerplate(e.g.,“conspiracy,”

“willfully”)but also ofassertions nominally cast infactual terms but sogeneral and conclusory as toamount merely toan assertion that unspecified facts exist toconform tothelegal blueprint.” Id. at 45.

Generally, amotion to dismiss under Fed. R. Civ. P. 12(b)(6) restricts the courtto consideration only ofthe facts and authenticatedversions of documents that are referenced in or attached to thechallenged pleading. Giragosian v. Bettencourt, 614 F.3d 25, 27-28 (1st Cir. 2010). In addition, the Court may consider the entirety of any undisputedly authentic document that is integral to the complaint, even though not referenced in or attached to the pleading. Clorox Co. P.R. v. Proctor & Gamble Commercial Co., 228 F.3d 24, 32 (1st Cir. 2000); see Beddall v. State Street Bank & Trust Co., 137 F.3d 12, 17 (1st Cir. 1998) (when complaint’s factual allegations are expressly linked to and dependent upon document whose authenticity is not challenged,it merges into pleading and court can review it). However, if adocument containing allegedly libelous content is considered because it is authentic and integral to the claim, its substance is not to be taken as true for purposes of the Fed. R. Civ. P. 12(b)(6) analysis. Goines v. Valley Cmty. Servs. Bd., 822 F.3d 159, 167 (4th Cir. 2016). Otherwise, “a libel plaintiff would plead himself out of court simply by attaching the libelous writing to his complaint.” Id.; seeGant v. Wallingford Bd. of Educ., 69 F.3d 669, 674 (2d Cir. 1995) (libel plaintiff may attach accused writing without fear court will deem it true). At theFed.R.Civ. P.12(b)(6)phase, theCourt mayalso considermatters ofwhich it maytakejudicial notice, as well as concessions intheplaintiff’sresponseto themotion to dismiss. Arturet-Velezv.R.J. Reynolds Tobacco Co., 429F.3d10,13n.2(1st Cir. 2005). However,whiledocuments from priorproceedings and theprocedural historyinthe instant case maybethesubject ofjudicial notice,suchmaterial maybeconsidered only “toestablish thefact ofsuchlitigation andrelated filings”and“not forthetruth ofthematters asserted.” Kramerv. TimeWarner Inc.,937F.2d 767,774(2dCir.1991); Little Kids, Inc.v.18th AvenueToys,Ltd., C.A.No.18-533WES, 2020 WL7264267,at[*13] (D.R.I. Dec. 10,2020)(taking judicial notice ofprocedural travel ofcase). Similarly,theCourt’s priordecision inthis case(Sequin I)has not yet ripenedinto thelawofthecase; therefore, the findings onwhichit is basedmay not betaken as settledandshould not beconsidered inconnection with aFed.R.Civ. P.12(b)(6)motion. SeeP.R. Tel. Co. v. San Juan CableCo. LLC,196F.Supp. 3d207,231-32 (D.P.R. 2016),aff’d sub nom.,P.R. Tel. Co. v. San JuanCableLLC,874F.3d 767(1st Cir.2017). Otherwise, if matters outsidethe complaint are considered, the motion must be converted to one for summary judgment. Riverav.Centro MedicodeTurabo, Inc., 575 F.3d 10, 15 (1st Cir. 2009).

III. FAC ALLEGATIONS IN COUNTS V AND VI

For this factual summary, the Court has put on its Fed. R. Civ. P. 12(b)(6) blinders. That is, what follows is strictlylimited to theFAC,with its well-plead factual allegations stated as true as the Rule requires.

Sequin is a New York City-based jewelry studio founded in 1999 “by the Renk family and owned by Richard Renk, Sr.,and his daughter, Linda Renk,and his son, Richard Renk, Jr.” FAC ¶ 15; see also ¶ 52 (“Sequin was founded by the Renk family as a whole.”). Kim is a Renk family member who is a “disgruntled employee . . . not satisfied with the generous salary she received” and “who believes she is entitled to more than she is.” Id. ¶¶ 1,29. “Adding insult to injury,” Kim “initiated an action in New York Supreme Court against her father, sister and brother, the owners of Sequin, falsely claiming she is entitled to an unjustified ownership interest in Sequin.” Id. ¶ 1. On February 7, 2020, Sequin filed its Rhode Island infringement complaint against Kim, as well as its motion for preliminary injunction, and on March 6, 2020, Sequin suspended Kim’s employment “as a result of ‘her ongoing and unremedied misconduct in Sequin’s workplace,’” while continuing “her generous compensation” (including an apartment and a driver); Kim subsequently resigned. Id.¶¶ 3,8, 49. In response to Sequin’s filing of the Rhode Island action and her suspension, on April 6, 2020, Kim contacted Kohl’s and other Sequin’s customersby email,“falsely” claiming: that she “conceived, founded and built Sequin and is the reason for its success”; that the atmosphere at Sequin was “‘hostile’ and ‘toxic’”; that she was pushed out of Sequin in retaliation for the filing of the New York Supreme Court action; that Sequin and its owners are “intentionally deceiv[ing]”their clients; that “it is not the same strong team at Sequin”; and thatthe company is “damaged” without her. Id.¶¶ 4, 50-54. In support of Counts V and VI, Sequin relies on nine specific accused statements drawn from Kim’sApril 6, 2020, email, which was published “to the merchandising department at Kohl’s, Sequin’s biggest customer”and to the merchandising departments of two other “major customers” of Sequin (Express, Inc. and Lilly Pulitzer, Inc.). Id.¶¶51, 54. Thenine statements are as follows:

1. “[I]t is not the same strong team at Sequin[.]”

2. “Linda and RJ are pushing me out of my company in retaliation for my taking legal action to reclaim my ownership in, Sequin[.]” 3. “Sequin, the Company I conceived, founded and built[.]” 4. “Linda has orchestrated a campaign of disinformation and retaliation against me seeking to publicly undermine and diminish my role in Sequin and impugning my character and reputation as a co-founder and principal contributor to Sequin’s success[.]” 5. “The retaliation and hostile atmosphere has become so toxic” at Sequin. 6. “Sequin, the company I founded and built into an incredibly successful fashion jewelry business[.]” 7. “I cannot control [Linda’s and RJ’s] efforts to demean me and smear my reputation in the industry[.]” 8. “[I]t is necessary given that Linda and RJ have set out to intentionally deceive you as to what is really going on and the circumstances of my coerced departure[.]” 9. I, for the time being, am not working with Sequin, a reality that sadly damages my company[.]” Id. ¶ 51. To support the claim that these statements are defamatoryper se, the FAC posits that Kim was “not the sole founder of Sequin nor the reason for its success. . . . [Kim] is not even an owner of Sequin.” Id.¶ 52. The FAC charges that the email falsely “accuses Sequin and its owners of serious violations of their professional duties in a manner that is obviously incompatible with the proper conduct of their business, trade or office and thus is defamatory per se,” and “expose[s]Sequin to contempt or aversion or induce[s] an unsavory opinion of Sequin in the minds of its customers,” damaging Sequin’s relationships with its customers and resulting in the “reasonable expectation of loss of current and/or future clients.” Id. ¶¶ 53-54, 57, 87, 91- 97. As a result of the statements, Sequin claims to have suffered unspecified “substantial damages.” Id.¶ 97.

In addition to defamation per se,Sequin alleges that Kim tortiously interfered with its business relationships. FAC ¶¶98-106. Basedon the same ninestatements, the FAC alleges thatSequin’s customer “relationships have been damaged by the doubt that [Kim’s] interference has sewn [sic]. . . about the professional and ethical conduct of Sequin’s business.” FAC ¶ 100. In conclusory fashion, Sequin claims that the accused statements have caused “non-economic damages, such as damage to its business reputation and standing with its customers”and, therefore,it has suffered damages. Id. ¶¶ 105-06.

IV. LAW AND ANALYSIS

A. Count V– Defamation Per Se misconduct. The email neither says nor permits the inference that Sequin is engaged in deceiving its customers. Therefore, these statements are not actionable as to Sequin. Regarding Sequin’s structure and ownership,‘ the FAC alleges that Kim is not the “sole founder of Sequin” and that it was founded by “the Renk family as a whole.” FAC 4 52. However, the email is not inconsistent in that it states that Kim was a “co-founder,” explaining that Sequin was “co-found[ed] with my sister in 1999.” ECF No. 30-3 at 2,3. The email also describes Kim’s father as having a role in Sequin’s founding, while the attached pleadings describe the involvement of RJ. Similarly, the FAC alleges that “[Kim] is not even an owner of Sequin.” FAC § 52. Again, the email is not inconsistent — Kim acknowledges that she is not an owner and describes in detail her reasons for believing that she is entitled to be an owner, including a copy of the pleading and a citation to the electronic docket of Renk v. Renk I, where that issue is actively being litigated. Thus, the FAC’s allegation that the email falsely states that Sequin misrepresented its business structure and ownership fails because it is simply inaccurate. Regarding Sequin’s success,’ the FAC alleges that Kim is “certainly not... the reason for [Sequin’s] success” and that it is “attributed to the drive, hard work, and passion of [Linda]

'4 Regarding whether Sequin misrepresented its ownership and structure, the specific accused statements are: ° “Linda and RJ are pushing me out of my company in retaliation for my taking legal action to reclaim my ownership in, Sequin[.]” ° “Sequin, the Company I conceived, founded and built[.]” FAC 451.

'> Regarding whether Sequin is successful, the specific accused statements are: ° “Linda has orchestrated a campaign of disinformation and retaliation against me seeking to publicly undermine and diminish my role in Sequin and impugning my character and reputation as a co-founder and principal contributor to Sequin’s success[.]” ° “Sequin, the company I founded and built into an incredibly successful fashion jewelry business[.]” FAC 451.

and her father and brother and the number of employees under their management.” FAC § 52. The email similarly touts Sequin’s success and sets out (supported by detailed facts) the basis for Kim’s belief that she is a “principal contributor to Sequin’s success.” ECF No. 30-3 at 2. At worst, the FAC alleges that Sequin is a success despite Kim’s “misconduct,” FAC § 52, while the email accuses Linda of orchestrating a campaign to diminish Kim’s role at Sequin and exposes E.E. to the Renk family disagreement with Kim claiming she is more important to Sequin’s success than Linda and Linda claiming she is more important to Sequin’s success than Kim. What is significant for Sequin’s defamation claim is what Linda and Kim agree on — whoever was responsible, Sequin was and is a success. These statements are not defamatory as to Sequin. Regarding whether Sequin is the “same company,”!® the FAC alleges that Kim was an employee receiving “generous compensation,” who was “treat[ed] . . . with care and respect in the office, industry and public at large.” FAC § 52. Then on March 6, 2020, Kim was suspended due to misconduct; after she was suspended, she resigned from Sequin. FAC § 49. The FAC further alleges that Sequin is a success, which is attributable to Linda, RJ, their father, and “the number of employees under their management.” FAC 4 52. Boiled down to its essence, the FAC alleges that Kim had been an employee and part of the “strong” Sequin “team,” and then she was not; therefore, the FAC effectively concedes the truth of the email’s claim that the “team” is not the same in that Kim 1s no longer a part of it. Nevertheless, Sequin argues, and the Court agrees, that Kim’s stated belief that “it is not the same strong team at Sequin” permits the reader to understand that Kim believes that the Sequin team is not as strong without her.

'6 Regarding whether Sequin is the “same,” the specific accused statements are: e “TT]t is not the same strong team at Sequin[.]” ° “T, for the time being, am not working with Sequin, a reality that sadly damages my company|.]” FAC 451.

Importantly, the email contains exhaustive detail not only regarding what Kim believes was her contribution to Sequin, but also stating the contrary positions taken by her siblings and father. Indeed, boththe email’stext and its attachments are explicit that other Renk family members disagree that Kim made a positive contribution, believing instead that Kim engaged in “ongoing and unremedied misconduct” while at Sequin. ECF No. 30-3 at 51 ¶¶ 73-74. Therefore, the email clearly contains the material to allow E.E.to examine for herself Kim’s belief about the significance of her departure from Sequin,in context and mindful oftheRenk family crossfire. SeeMcKee, 874 F.3d at 64 (potentially derogatory statements published with detailed backup as to foundation for belief not actionable). As such, these statements are opinions that are not actionable.

At bottom, the dominant theme of the accused email is the statements by Kim of her opinions regarding thenon-defamatory facts that Sequin was founded by the Renk family and that thefamily is now being ripped apart by toxic litigation among family members, who are attacking each other through privileged filings in judicial proceedings. See Alzheimer’s Found.

of Am., Inc., 796 F. Supp. 2d at 471 (statement that opponent’s legal claim inlawsuit is “baseless” is “mere opinion and is not defamatory”); Viera, 84 R.I. at 301, 123 A.2d at 744 (libelous matter in pleadings absolutely privileged). Otherwise, Sequin’s contention that the email suggests to the reader that Sequin itself generally mistreats its employees and lies to its customers is overly broad and does not accurately reflect either the language or the context of the contested statements. See Burke v. Gregg, 55 A.3d at 219 (reviewing context of communication in totality of circumstances). Rather, read holistically as the Rhode Island Supreme Court requires,the accused email fails to state an actionable claim of defamation on behalf of Sequin in that its allegedly false and derogatory statements of fact (as opposed to statements of belief or opinion with the foundational facts disclosed) are not reasonably capable of being understood as “of andconcerning” Sequin. SeeBudget, 811 A.2d at 1172. Nor does the email contain any statements of fact orpermit factual inferences that –as to Sequin–areso “egregious and reputation shattering” as to amount to defamation per se,nordoes the email accuse Sequin of engagingin “improper conduct . . . in [its] profession or business.” Ira Green, Inc.,2014 WL

12782199, at *6(internal quotation marks omitted).

Becausethe FAC fails plausibly to plead defamation, never mind defamation per se, I recommend that Count V be dismissed for failure to state a claim; further, I do not recommend that the Court permit an amendment to the FAC in an attempt to recast Count V as aclaim for mere defamation (as opposed to defamationper se).

B. Count VI – Tortious Interference with Sequin’s Business Relations