United States District Court, D. New Hampshire
STEVEN J. McAULIFFE, District Judge.
WE Cork, Inc., a former banking customer of defendant, Citizens Bank, N.A., brings this action asserting claims for money damages arising from four counts: (1) negligence, (2) conversion, (3) breach of contract, and (4) breach of fiduciary duty. Defendant moves to dismiss Count III and Count IV of plaintiff's complaint.
For the reasons stated, defendant's motion to dismiss Count III is denied, and its motion to dismiss Count IV is granted without objection.
Findings of Fact
Accepting the factual allegations set forth in WE Cork's complaint as true, as is required for purposes of this motion, the relevant facts are as follows. When WE Cork opened its corporate account, it entered into an account agreement with the bank. The defendant, Citizens Bank, is a successor in interest to the original bank. Citizens Bank has continued to service plaintiff's account pursuant to the account agreement. Plaintiff asserts that the account agreement established a contractual relationship with defendant. Plaintiff further contends that the contractual relationship also gave rise to a fiduciary relationship between the parties.
Subsequently, a former employee of WE Cork stole several checks payable to plaintiff, totaling $80, 720.44, and deposited them into a third-party personal checking account at Citizens Bank, without the endorsement required under the account agreement.
Citizens Bank does not dispute these facts. Rather, it moves to dismiss plaintiff's breach of contract claim because plaintiff did not identify in its complaint either the contract or the provision that is the subject of its claim. Additionally, Citizens Bank moves to dismiss plaintiff's breach of fiduciary duty claim, arguing that, as a matter of law, it does not owe plaintiff any fiduciary duty.
Standard of Review
When ruling on a motion to dismiss under Fed.R.Civ.P. 12(b)(6), the court must "accept as true all well-pleaded facts set out in the complaint and indulge all reasonable inferences in favor of the pleader." SEC v. Tambone, 597 F.3d 436, 441 (1st Cir. 2010). Although the complaint need only contain "a short and plain statement of the claim showing that the pleader is entitled to relief, Fed.R.Civ.P. 8(a)(2), that plain statement must allege each of the essential elements of a viable cause of action and "contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation and internal punctuation omitted).
In other words, "a plaintiff's obligation to provide the grounds' of his entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). Instead, the facts alleged in the complaint must, if credited as true, be sufficient to "nudge [plaintiff's] claims across the line from conceivable to plausible." Id. at 570.
If, however, the "factual allegations in the complaint are too meager, vague, or conclusory to remove the possibility of relief from the realm of mere conjecture, the complaint is open to dismissal." Tambone, 597 F.3d at 442.
In its response to defendant's motion to dismiss, plaintiff conceded that it cannot maintain a cause of action for breach of fiduciary duty. Specifically, plaintiff acknowledged that it has no evidence of the alleged fiduciary relationship. Therefore, plaintiff's claim for breach of fiduciary duty must be dismissed.
The Court of Appeals for this circuit recently applied Iqbal and Twombly in Cardigan Mountain Sch. v. New Hampshire Ins. Co., reiterating that a plaintiff's "factual allegations need only be enough to nudge the claim across the line from conceivable to plausible, ' thus raising a reasonable expectation that discovery will reveal evidence'" supporting a claim, and reminding district courts in this circuit that a ...