Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Continental Finance Company, LLC v. TD Bank, N.A.

Superior Court of Delaware

January 24, 2018

CONTINENTAL FINANCE COMPANY, LLC, Plaintiff,
v.
TD BANK, N.A., Defendant.

          Submitted: December 19, 2017

          Jamie L. Edmonson, Esq., Jessie F. Beeber, Esq., Patrick J. Boyle, Esq. (Argued), Adam G. Possidente, Esq., Venable LLP Attorneys for Plaintiff Continental Finance Company, LLC

          Alexander D. Bono, Esq. (Argued), Ryan E. Borneman, Esq., Lynne E. Evans, Esq., Oderah C. Nwaeze, Esq., Mackenzie M. Wrobel, Esq., Duane Morris LLP, Attorneys for Defendant TD Bank, N.A.

          OPINION

          JOHNSTON, J.

         FACTUAL AND PROCEDURAL CONTEXT

         This is a negligence case arising out of an embezzlement scheme perpetrated by a non-party to this suit. Plaintiff Continental Finance Company, LLC ("Continental") opened a business account and subscribed to electronic banking services with Defendant TD Bank. In order to do so, Continental entered into a Business Deposit Account Agreement and a number of master agreements with TD Bank. In a series of fraudulent transfers from Continental's TD Bank account, Continental's Vice President of Accounting embezzled more than $6 million from Continental, a crime to which she pleaded guilty. Continental then brought this action against TD Bank, alleging that TD Bank negligently failed to detect the embezzlement scheme.

         TD Bank now brings this motion to dismiss Continental's complaint. TD Bank argues that the negligence claim is barred by the parties' contractual obligations, by the economic loss doctrine, and because the UCC displaces a common law negligence action under these facts.

         MOTION TO DISMISS STANDARD

         In a Rule 12(b)(6) motion to dismiss, the Court must determine whether the claimant "may recover under any reasonably conceivable set of circumstances susceptible of proof."[1] The Court must accept as true all well-pleaded allegations.[2]Every reasonable factual inference will be drawn in the non-moving party's favor.[3]If the claimant may recover under that standard of review, the Court must deny the motion to dismiss.[4]

         ANALYSIS

         Continental argues that the Court cannot consider documents extraneous to the complaint when considering this motion. It is indeed a "general rule that matters outside of the pleadings should not be considered in ruling on a Rule 12(b)(6) motion to dismiss."[5] That general rule does not apply, however, when "the document is integral to a plaintiffs claim and incorporated into the complaint" or "when the document is not being relied upon to prove the truth of its contents."[6] Plaintiffs may not avoid this exception simply by declining to attach an otherwise fatal, integral document. "[W]hen plaintiff fails to introduce a pertinent document as part of his pleading, defendant may introduce the exhibit as part of his motion attacking the pleading . . ., "[7]

         Here, Continental asserts a simple negligence claim against TD Bank. Though Continental declined to attach the relevant documents to its complaint, the parties' relationship is governed by contracts, which define the extent of TD Bank's liability.

         Section 9.2 of the parties' 2006 Master Agreement states that TD Bank may be liable for acts of negligence.[8] A later agreement narrows TD Bank's liability. Section 15.1 of the parties' 2011 Cash Management Master Agreement limits TD Bank's liability only to "gross negligence, willful misconduct, or bad faith."[9]

         Even at the motion to dismiss stage, artful pleading cannot alter the undisputed fact that clear, unambiguous, plain contract language defines the extent of TD Bank's liability. Continental cannot simply ignore the parties' contracts and assert tort claims to prevent the Court from considering agreements that are central to the legal relationship of the parties. Where a contract specifically ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.