MEMORANDUM

GREGORY M. SLEET, District Judge.

I. INTRODUCTION

On June 16, 2015, plaintiff VSI Sales, LLC ("VSI") filed this lawsuit against defendant International Fidelity Insurance Company ("IFIC"). (D.I. 1.) In its complaint, VSI alleges that IFIC acted in bad faith and breached the implied covenant of good faith and fair dealing. (Id. at 13.) Presently before the court is IFIC's motion to dismiss the complaint for failure to state a claim, pursuant to Federal Rule of Civil Procedure 12(b)(6). (D.I. 5.) For the reasons that follow, the court will grant the motion.

II. BACKGROUND

The facts underlying this case are the same as in a case VSI earlier filed in this court, YSI Sales LLC v. Griffin Sign, Inc., No. 13-1970-GMS ("Pending Litigation"). The Delaware Department of Transportation awarded Cherry Hill Construction, Inc. ("Cherry Hill") a contract to act as general contractor on a highway construction project in New Castle County, Delaware ("Project"). (D.I. 1 at ¶ 9.) In June 2011, Cherry Hill entered into a subcontract ("Cherry Hill Subcontract") with Griffin Sign, Inc. ("Griffin"). (Id. at ¶ 10.) IFIC, as surety, issued a Subcontractor Labor and Material Payment Bond ("Bond") on behalf of Griffin as principal and Cherry Hill as obligee. (D.1. 1, Ex. A.)

Griffin subsequently entered into a contract with VSI for VSI to supply certain construction materials for the Project ("Griffin-VSI Contract"). (D.I. 1 at ¶ 10.) A dispute arose between Griffin and VSI, and on November 1, 2013, VSI submitted a proof of claim to IFIC for payment under the Bond. (Id. at ¶ 43.) On November 22, 2013, VSI filed suit against Griffin and IFIC seeking recovery of unpaid invoices, and Griffin asserted a counterclaim for breach of contract. (Pending Litigation, D.I. 1; D.I. 23.) On June 16, 2015, VSI brought the current action against IFIC, alleging that IFIC acted in bad faith and breached the covenant of good faith and fair dealing by improperly handling VSI's claim under the Bond. (D.I. 1 at ¶¶ 89, 93.)

III. STANDARD OF REVIEW Rule 12(b)(6) of the Federal Rules of Civil Procedure provides for dismissal where the

plaintiff "fail[s] to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6). In considering a motion to dismiss, the court "accept[s] all factual allegations as true, construe [s] the complaint in the light most favorable to the plaintiff, and determine[s] whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). The issue for the court is "not whether the plaintiff will ultimately prevail, but whether the claimant is entitled to offer evidence to support the claims." Scheuer v. Rhodes, 416 U.S. 232, 236 (1974). As such, the touchstone of the pleading standard is plausibility. Bistrian v. Levi, 696 F.3d 352, 365 (3d Cir. 2012). Plaintiffs must provide sufficient factual allegations "to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). "Determining whether a complaint states a plausible claim for relief will . . . be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009).

IV. DISCUSSION

The parties dispute whether the court should apply Pennsylvania or Delaware law.1 The court must follow the conflict-of-laws rules applied by Delaware state courts. Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496 (1941). Delaware courts apply the "most significant relationship" test to determine which state's laws should apply.2 Travelers Indemnity Co. v. Lake, 594 A.2d 38, 47 (Del. 1991). But "Delaware courts will generally honor a contractually-designated choice-of-law provision so long as the jurisdiction selected bears some material relationship to the transaction." JS. Alberici Construction Co., Inc. v. Mid-West Conveyor Co., Inc., 750 A.2d 518, 520 (Del. 2000).

VSI asserts that Delaware law applies because the Cherry Hill Subcontract includes a Delaware choice-of-law provision. According to VSI, its claims are brought under the Bond, and the Bond incorporates the Cherry Hill Subcontract (and all of its provisions) by reference. IFIC, on the other hand, argues that Bond does not include a choice-of-law provision, and that the provision from the Cherry Hill Subcontract does not apply to this dispute.3 The court agrees with IFIC.

Several courts have recognized that "the incorporation by reference of a contract into a bond is not intended to bring the substantive provisions of the contract into the bond. Instead, as these courts have held, incorporating the contract by reference merely establishes the limits of the surety's obligation and aids in ascertaining the measure of performance required." US. Pac. Builders, Inc. v. Mitsui Trust & Banking Co., 57 F.Supp.2d 1018, 1026 n.6 (D. Haw. 1999) (internal quotations omitted).4 Further, neither VSI nor IFIC are parties to the Cherry Hill Subcontract. The court finds the Bond does not incorporate the choice-of-law provision.

Even assuming the choice-of-law provision is imported by reference from the subcontract to the bond, its terms do not apply to this case. Before applying a choice-of-law provision to a claim, Delaware courts examine whether the contracting parties drafted the provision broadly or narrowly. See Gloucester Holding Corp. v. US. Tape and Sticky Products, LLC, 832 A.2d 116, 124 (Del. Ch. 2003). Courts have held that choice-of-law provisions that explicitly apply to "any claim arising out of or relating to" a contract are broad enough to cover quasi-contract and tort claims arising from contractual agreements. See id.; Eby v. Thompson, No. 03C-10-010, 2005 WL 1653988, at *3 (Del. Super. Ct. April 20, 2005). Courts have held that narrow choice-of-law provisions that do not include such expansive language apply only to claims directly arising from the contracts themselves. See Gloucester, 832 A.2d at 124; Huffington v. TC. Group, LLC, No. NllC-01-030, 2012 WL 1415930, at *11 (Del. Super. Ct. April 18, 2012) ("The choice of law provision, without language such as arises out of or relates to," only requires the Court to apply Delaware law to claims challenging the terms and provisions of the Subscription Agreement." (emphasis in original)).5

Here, the Bond itself does not include a choice-of-law provision, but states that the Cherry Hill Subcontract "is by reference incorporated herein." (D.I. 1, Ex. A.) The Subcontract states that "[t]his subcontract shall be governed by and construed in accordance with the laws of the State where the Project is located."6 (D.I. 28, Ex. 2 at 6 (emphasis added).) The narrowness of this provision restricts its application to contractual disputes arising directly from the Subcontract. The provision does not apply more broadly to conflicts arising from the Bond. Accordingly, no contractual choice-of-law provision applies to this lawsuit.7

The court briefly turns to the "most significant relationship" test to determine whether Delaware or Pennsylvania should apply.8 VSI alleges that IFIC mishandled its claim for payment for its work on the Project. The Project was located in Delaware (D.I. 1 at if 6), but neither VSI nor IFIC is based in Delaware. VSI is a Pennsylvania limited liability company with its principal place of business in Hazelton, PA. (D .I. 1 at if 1.) IFIC is a New Jersey corporation with a regional office in Norristown, PA. (Id. at if 2.) IFIC underwrote and issued the Bond from its Pennsylvania office. (Id., Ex J; D.I. 6 at 9.) VSI's claim under the Bond was submitted to IFIC's Pennsylvania office, and all of the communications between VSI and IFIC regarding the claim were transmitted to and from IFIC's Pennsylvania office. (D.I. 1, Exs. 0, P.) Based on these facts, the court concludes that Pennsylvania has the most significant relationship to the parties. Because Pennsylvania does not recognize VSI's claims (see infra n.1), the court must dismiss VSI's case.

V. CONCLUSION

For the foregoing reasons, IFIC's motion to dismiss is GRANTED.