Plaintiff insurance company brought action against defendant insurance company, and defendant brought counter-complaint against plaintiff and a third-party complaint against another insurance company. Defendant moved to amend the counter-complaint and third-party complaint to remove claims for negligence and breach of covenant of good faith and fair dealing and add claims for fraud, conversion, and an accounting. Holding: The District Court Magistrate Judge held that under Michigan law, despite the presence of a merger clause in the contract, a party could have justifiably relied, as element of fraud in the inducement, upon pre-contractual representations made by another party regarding things outside the scope of the contractual terms. Motion granted.