Rugby Holdings, LLC v. First Horizon Bank

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

ORLANDO DIVISION

RUGBY HOLDINGS, LLC, and JADE

STANLEY PROPERTIES, LLC,

Plaintiffs,

v. Case No: 6:24-cv-1066-JSS-RMN

FIRST HORIZON BANK,

Defendant.

___________________________________/

ORDER

Defendant moves to dismiss Plaintiffs’ complaint for failure to state a claim.

(Dkt. 11; see also Dkt. 12.) Plaintiffs oppose the motion. (Dkt. 18.) Upon

consideration, for the reasons outlined below, the court denies the motion.

BACKGROUND1

Plaintiffs had bank accounts with Defendant. (Dkt. 1-8 ¶¶ 5–6, 9.) Jon D.

Vollet was “the only person authorized to conduct business on” the accounts. (Id.

¶¶ 8, 11.) Vollet’s wife was never “authorized to conduct business on either” account.

(Id. ¶ 20.) In early September 2023, Vollet “was involved in an accident that

hospitalized him for a month” and caused him to be “largely immobile for quite some

time” “[a]fter his release from the hospital.” (Id. ¶¶ 12–13.) During this period,

Defendant “allowed the address on” the accounts “to be changed without [Vollet’s]

knowledge or consent,” (id. ¶ 16), and thereafter mailed account statements to the new

address instead of the old address, (id. ¶¶ 17–18). Defendant also allowed Vollet’s wife

to “make several unauthorized transfers[ and ]withdrawals” from the accounts in

October 2023, December 2023, and January 2024. (Id. ¶¶ 20–22.) In total, Vollet’s

wife transferred $140,000 to an account she maintained “in her individual name” and

otherwise withdrew $152,719.98 from Plaintiffs’ accounts. (Id. at 3–4 & nn.1–5.)

In May 2024, Plaintiffs initiated this action in state court by filing a complaint

against Defendant and attaching as exhibits the Account Agreements for their

accounts with Defendant. (See id. passim.) In the complaint, each Plaintiff brings a

negligence count seeking compensatory damages for unauthorized transactions. (See

id. at 5–7.) Plaintiffs allege that Defendant owed them “a duty to exercise reasonable

care with respect to” their accounts “including, without limitation, only permitting

authorized individuals to conduct business on, and make changes to,” the accounts.

(Id. ¶¶ 32, 38.) Plaintiffs further allege that Defendant breached this duty by “allowing

an unauthorized individual” to transfer and withdraw funds from the accounts and to

“divert” the account statements through the change of address “such that the

unauthorized transactions could not be detected and reported.” (Id. ¶¶ 33, 39.) In

June 2024, Defendant removed the action to this court based on diversity jurisdiction.

(Dkt. 1 ¶ 19.) Defendant now moves to dismiss the complaint for failure to state a

claim and asks the court to consider the Bank Depositor Agreement and Disclosures

purportedly governing Plaintiffs’ accounts. (See Dkts. 11 & 12.)

APPLICABLE STANDARDS

In deciding a motion to dismiss for failure to state a claim, a court “accept[s]

the allegations in the complaint as true and construe[s] them in the light most favorable

to the plaintiff.” Henley v. Payne, 945 F.3d 1320, 1326 (11th Cir. 2019). “To survive a

motion to dismiss, a complaint must 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) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “A claim has

facial plausibility when the plaintiff pleads factual content that allows the court to draw

the reasonable inference that the defendant is liable for the misconduct alleged.” Id.

“[D]etailed factual allegations” are typically not required, but “[a] pleading that offers

‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action

will not do.’” Id. (quoting Twombly, 550 U.S. at 555).

Generally, when analyzing a motion to dismiss for failure to state a claim, a

court considers only the four corners of the complaint and the exhibits attached to the

complaint. See Turner v. Williams, 65 F.4th 564, 583 n.27 (11th Cir. 2023). However,

“a document outside the four corners of the complaint may . . . be considered” as

incorporated by reference if the document “is central to the plaintiff’s claims and is

undisputed in terms of authenticity,” regardless of whether it is “mentioned in” or

“attached to” the complaint. Maxcess, Inc. v. Lucent Techs., Inc., 433 F.3d 1337, 1340

n.3 (11th Cir. 2005); see Johnson v. City of Atlanta, 107 F.4th 1292, 1299–1300 (11th Cir.

2024) (following Maxcess under the prior panel precedent rule and rejecting the

requirement that “a complaint must refer to” a document for the incorporation-by-

reference doctrine to apply).

ANALYSIS

Defendant contends that the complaint fails to state a claim because the

independent tort doctrine and an exculpatory provision in the Bank Depositor

Agreement and Disclosures each bar Plaintiffs’ negligence counts. (Dkt. 11 at 6–10.)

As a preliminary matter, the court must determine whether to consider the Bank

Depositor Agreement and Disclosures (Dkt. 12). Defendant argues that the court

should consider this document as “central to [Plaintiffs’] claims.” (Dkt. 11 at 5–6.)

According to Defendant, the document sets forth “the [t]erms and [c]onditions” that

governed Plaintiffs’ accounts “during the relevant time period,” and these terms and

conditions “are part of the Account Agreements” attached to the complaint and are

“specifically referenced therein.” (Id.) In response, Plaintiffs do not dispute the

document’s authenticity or its centrality to their claims. (See Dkt. 18.) In fact,

Plaintiffs cite the document in support of their own arguments. (Id. at 5–7, 11–12.)

The court thus considers the document. See Maxcess, 433 F.3d at 1340 n.3; see also

Kalpakchian v. Bank of Am. Corp., 832 F. App’x 579, 583 (11th Cir. 2020)

(“[R]elationship-forming contracts, such as ‘account opening documents,’ are central

to a plaintiff’s claim.” (quoting SFM Holdings, Ltd. v. Banc of Am. Sec., LLC, 600 F.3d

1334, 1337 (11th Cir. 2010))). Having resolved to consider the Bank Depositor

Agreement and Disclosures, the court discusses the independent tort doctrine and the

exculpatory provision in turn.

1. Independent Tort Doctrine

Under the independent tort doctrine, “a plaintiff may not recover in tort for a

contract dispute unless the tort is independent of any breach of contract.” SBP Homes,

LLC v. 84 Lumber Co., 384 So. 3d 241, 246 (Fla. Dist. Ct. App. 2024) (quotation

omitted).2 “This principle applies to parties to the contract and is rooted in the notion

that, when a contract is breached, the parameters of a plaintiff’s claim are defined by

contract law, rather than by tort law.” Id. (quotation omitted).

Relying on Pastor v. Bank of America, N.A., 664 F. Supp. 3d 1365 (S.D. Fla. 2023),

Defendant asserts that “the alleged duty here clearly arises from and is inextricably

dependent on the contractual duties Plaintiffs were owed as customers and owners of

accounts” with Defendant. (Dkt. 11 at 9.) See Pastor, 664 F. Supp. 3d at 1367 (holding

that the independent tort doctrine barred the plaintiff’s negligence claims because “it

[wa]s impossible to separate [them] from his underlying contractual relationship with

[the defendant]”). However, as Plaintiffs point out, “Defendant does not cite to any

specific provision of, or express language within, the [Bank Depositor Agreement and

Disclosures] whereby Defendant agreed [not to] engage in” the alleged misconduct.

(Dkt. 18 at 6; see Dkt. 11.) As the moving party, Defendant bears the burden of

supporting its arguments for dismissal. See Sprint Sols., Inc. v. Fils-Amie, 44 F. Supp. 3d

1224, 1228 (S.D. Fla. 2014) (“On a Rule 12(b)(6) motion to dismiss, the moving party

bears the burden to show that the complaint should be dismissed.” (alteration adopted

and quotation omitted)).

2 “Federal courts sitting in diversity are bound to adhere to decisions of Florida’s intermediate

appellate courts, absent some persuasive indication that the state’s highest court would decide the

issue otherwise.” Winn-Dixie Stores, Inc. v. Dolgencorp, LLC, 746 F.3d 1008, 1025 (11th Cir. 2014)

(alteration adopted and quotation omitted).

Moreover, in the banking context, the existence of the contractual relationship

between the bank and its customers does not, of necessity, bar customers from suing

the bank under Florida law for negligence related to the customers’ accounts. While

recognizing the obvious proposition that “the relationship between a bank and its

depositing customer[s] is contractual,” MJZ Corp. v. Gulfstream First Bank & Tr., N.A.,

420 So. 2d 396, 397 (Fla. Dist. Ct. App. 1982), Florida law nonetheless permits

customers to bring negligence actions against banks because “banks owe their

customers a baseline duty of care,” Leader Trade Sols. Corp. v. Dell World Trade LP, LLC,

No. 09-22701-CIV-MARTINEZ-BROWN, 2010 U.S. Dist. LEXIS 151644, at *15

(S.D. Fla. Feb. 12, 2010) (collecting cases). The court agrees with Plaintiffs that “it is

unavailing for Defendant to simply argue that because [Plaintiffs] and Defendant are

in contractual privity, then all of Defendant’s duties owed to [Plaintiffs] must stem

from the [Bank Depositor Agreement and Disclosures] and be subsumed thereby.”

(Dkt. 18 at 8.) Accordingly, Plaintiffs’ claims are not dismissed under the independent

tort doctrine.

2. Exculpatory Provision

Under the Bank Depositor Agreement and Disclosures, “[d]amages for any

breach of th[e] agreement are limited to those which are direct and lie in contract[] and

shall exclude indirect and consequential damages. Also excluded are damages in tort,

including but not limited to those for emotional distress,” subject to exceptions. (Dkt.

12 at 4.) Defendant devotes a single paragraph of its motion to arguing that this

exculpatory provision bars Plaintiffs’ claims, and that paragraph contains no citation

to legal authority. (Dkt. 11 at 10.) That, alone, is reason to reject the argument. See

Sprint Sols., 44 F. Supp. 3d at 1228; see also United States v. Markovich, 95 F.4th 1367,

1379 (11th Cir. 2024) (explaining that a party “forfeited” an argument when he “cite[d]

no legal authority to support it”).

In any event, “[e]xculpatory provisions which attempt to relieve a party of [its]

own negligence are generally looked upon with disfavor, and Florida law requires that

such clauses be strictly construed against the party claiming to be relieved of liability.”

Sunny Isles Marina v. Adulami, 706 So. 2d 920, 922 (Fla. Dist. Ct. App. 1998). “Such

clauses are enforceable only where and to the extent that the intention to be relieved

was made clear and unequivocal in the contract, and the wording must be so clear and

understandable that an ordinary and knowledgeable party will know what he is

contracting away.” Southworth & McGill, P.A. v. S. Bell Tel. & Tel. Co., 580 So. 2d 628,

634 (Fla. Dist. Ct. App. 1991). The court agrees with Plaintiffs that the exculpatory

provision here “is not clear, unequivocal, or understandable enough for an ordinary

and knowledgeable party to know that the party is contracting away its right to bring

a negligence claim against Defendant.” (Dkt. 18 at 12.) See Brooks v. Paul, 219 So. 3d

886, 891 (Fla. Dist. Ct. App. 2017) (holding that an exculpatory provision was not

clear and unequivocal when its language “create[d] ambiguity about exactly what type

of claims [we]re being released”). Accordingly, Plaintiffs’ claims are not dismissed

based on the exculpatory provision in the Bank Depositor Agreement and Disclosures.

CONCLUSION

Accordingly:

1. Defendant’s motion (Dkt. 11) is DENIED.

2. Defendant shall answer the complaint (Dkt. 1-8) in compliance with Federal

Rule of Civil Procedure 12(a)(4)(A).

ORDERED in Orlando, Florida, on December 5, 2024.

Aes <—

JULIE S. SNEED

UNITED STATES DISTRICT JUDGE

Copies furnished to:

Counsel of Record

-8-