# Eagle Assocs. v. Bank of America

> Superior Court of Maine · July 11, 2012

URL: https://www.frixlaw.com/law-library/cases/10810027

## Case

- **Court:** Superior Court of Maine
- **Decided:** July 11, 2012
- **Precedential status:** Unpublished
- **Opinion:** Opinion
- **Judges:** Thomas D. Warren
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

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## Opinion text

STATE OF MAINE
CUMBERLAND, ss.

EAGLE ASSOCIATES,

Plaintiff
ORDER
v.

BANK OF AMERICAN .A. and
TD BANK N .A., STATE OF
Cumb<3t10n ·: ·
Defendants
~- 1' . I

F~LC;

Before the court is a motion by defendant TD Bank N.A. to dismiss all of the
claims asserted against it in the amended complaint. The claims against TD Bank are set
forth in counts II, IV, VI, and VIII. 1 Plaintiff Eagle Associates does not oppose the
dismissal of counts N and VI, but opposes the dismissal of counts II (breach of contract)

and VIII (negligence).
For purposes of a motion to dismiss, the material allegations of the complaint
must be taken as admitted. The complaint must be read in the light most favorable to
the plaintiff to determine if it sets forth elements of a cause of action or alleges facts that
would entitle plaintiff to relief pursuant to some legal theory. A claim shall only be
dismissed when it appears beyond doubt that a plaintiff is not entitled to relief under
any set of facts that he might prove in support of his claim. In re Wage Payment
Litigation, 2000 ME 162 <JI 3, 759 A.2d 217, 220.
The court will consider the major arguments raised by TD Bank in essentially the
order that they have been raised.

I
. Co~nts 1: III, V, and VII of the amended complaint are directed to the other named defendant
m this actwn, Bank of America N.A.
1. 11 M.R.S. 4-406(4)

On the face of the complaint the court cannot conclude that counts II and VIII are

barred by UCC § 4-406(4). First, that section bars untimely claims based on
unauthorized signatures or alterations on "items," a term defined in§ 4-104(1)(g). Eagle
Associates' breach of contract and negligence claims go beyond unauthorized
signatures on "items" and challenge TD Bank's role in allowing LaPierre to be the sole
signatory on the account. Second, there is nothing on the face of the complaint that
establishes when any statement or items challenged were made available to the
customer - which is the starting point for the one year limitations period under § 4-
406(4).

2. 11 M.R.S. § 4-111
On the face of the complaint the court cannot conclude that counts II and VIII are
necessarily actions brought to enforce " an obligation, duty, or right arising under
[Article 4]" of the U.C.C. and are therefore barred by the statute of limitations contained
in§ 4-111. Nor is the court willing to subscribe to the proposition that Article 4 of the
U.C.C., which by its terms governs "bank deposits and collections," necessarily

displaces all common law causes of action that in any way arise out of the relationship
between a bank and one of its customers. Claims relating to the handling of checks are
displaced by the Maine U.C.C., Donovan v. Bank of America, 574 F.Supp.2d 192, 201
(D.Me. 2008), but Eagle Associates' claims in counts II and VIII are not limited to the
handling of checks.

3. Proximate Cause
On the face of the complaint the court cannot conclude that Eagle Associates will
be unable to prove that negligence or breach of contract on the part of TD Bank - if

2
either of those can be proven - were not legal causes of injury or damage to Eagle
Associates. It is hornbook law that legally cognizable injuries can have more than one
legal cause, and even if any of the injuries suffered by Eagle Associates had more than
one legal cause, that would not necessarily preclude recovery against TD Bank.

4. Authority of LaPierre
TD Bank argues that Eagle Associates expressly authorized LaPierre to set up the
TD Bank account and that TD Bank cannot be held responsible when an authorized
agent misuses his authority. Those arguments assume that TD Bank was entitled to
conclude that the Consent and the Corporate Resolution, as a matter of law, authorized
LaPierre to act alone even though those documents authorize two people, Dulac "and"
LaPierre, to establish the account. On the face of the complaint, the court cannot
determine (1) whether those documents necessarily allowed either Dulac or LaPierre to
establish and control the TD Bank Account, (2) whether those documents instead
required that both Dulac and LaPierre be signatories on the account, or (3) whether the
documents could have been interpreted in either manner and, if so, whether it was
reasonable for TD Bank to have interpreted the documents as it did.

5. 9-B M.R.S. §§ 427(2)(B), 427(3)(A)
Sections 427(2)(B) and 427(3)(A) of Title 9-B excuse a bank from having to
monitor certain actions by persons designated on the bank's records as fiduciaries and
by persons defined as fiduciaries in § 427(3)(B). Even if those provisions apply/ they do
not necessarily excuse the Bank from allowing LaPierre to exercise sole authority over
the account, which is the gravamen of the claims against TD Bank. While the court

2
As Eagle Associates points out, there is a question whether the definition of fiduciary in §
427(3)(B) applies only to§ 427(3) and not to the preceding subsection. If not, § 427(2) would
apply only to persons designated on the bank records as fiduciaries, and it cannot be
determined on the face of the complaint whether LaPierre was so designated.

3
agrees that those provisions may excuse TD Bank from any responsibility for LaPierre's
subsequent actions if the Bank was justified in allowing him to exercise sole authority
over the account, those provisions do not justify a dismissal at this stage of the
litigation.

The entry shall be:
The motion to dismiss by defendant TD Bank N.A. is granted as to counts IV and
VI of the amended complaint and is denied in all other respects. The clerk is directed to
incorporate this order in the docket by reference pursuant to Rule 79(a).

Dated: July_lL 2012
Thomas D. Warren
Justice, Superior Court

4
EAGLE ASSOCIATES VS BANK OF AMERICA CORPORATION
UTN:AOCSsr -2012-0003577 CASE #:PORSC-CV-2012-00029

01 0000001421 BEAGLE C ALAN
26 CITY CENTER PO BOX 7044 PORTLAND ME 04112-7044
F EAGLE ASSOCIATES PL RTND 01/12/2012

02 0000001898 BROWN RUFUS
PO BOX 7530 PORTLAND ME 04112-7 530
F BANK OF AMERICA CORPORATION DEF RTND 02/07/2012

03 0000002342 MANN DEBORAH
10 FREE STREET PO BOX 4510 PORTLAND ME 04112
F TD BANK US HOLDING COMPANY DEF RTND 01/27/2012

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10810027. Public record. Not legal advice.