A bank (the “lender”) made a total of four separate loans to the borrowers to aid the construction of ambulatory surgery centers (“ASCs”). The borrowers and guarantors (the “borrowing parties”) of the loans alleged the lender’s officers “interfered with their ability to use the proceeds of the loans for their intended purpose.” After the closing of the first loan, the lender, acting at the direction of one of its directors, circulated the agreement to the borrowing parties. The borrowing parties were assured that the agreement “would not impact the ability to use the loans’ proceeds.” However, the lender’s officers later relied on the agreement to argue that the lender “could refuse the release of the proceeds.” The borrowing parties also alleged they were forced to refinance the loans after the lender’s officers represented that the lender would not release the loans’ proceeds unless the borrowing parties minimized their liabilities with the lender bank. Later, the borrowing parties sent a demand letter to the lender requesting the immediate release of all funds held for the ASCs after they had been twice reassured that the lender would release the funds. Next, the borrowing parties met with the lender, who finally released the funds via wire transfer and apologized for the mismanaged relationships. Despite the apology and the wire transfer, the lender sent notices of default to the borrowing parties and alleged violations of the agreement based on account balances. The borrowing parties sent back a letter and refuted the claims of default; however, the lender still declared a default of the loan. The borrowing parties brough six causes of action against the lender’s officers, including “(1) aiding and abetting breach of the implied covenant of good faith and fair dealing/tortious breach; (2) fraud/fraud in the inducement/constructive fraud; (3) tortious interference with contract/business relations; (4) tortious interference with a prospective contract; (5) negligence; and (6) slander.” The lender filed a motion to dismiss.
In Cmty. Health Dev. Partners LLC v. Osborne, Case No. CIV-24-295-SLP, 2025 WL 1433694, 2025 U.S. Dist. LEXIS 91768, (W.D. Okla. May 15, 2025) (opinion not yet released for publication), the court denied the lender officers’ motion to dismiss. The lender parties relied on three different arguments. “First, they argue[d] that the [c]omplaint [was] devoid of ‘any conduct of the [the lender’s officers] that could conceivably be actionable.’” Specifically, the lender parties argued that the borrowing parties improperly engaged in group pleading and did not make particularized allegations against the named lender officers, and that fraud was not properly alleged with particularity. The court found the borrowing parties’ complaint included “sufficient allegations about the individual conduct” of each of the lender parties that were named in the suit, even though the borrowing parties made numerous references and allegations against the lender generally. The court also held that the factual allegations were sufficient to satisfy the heightened pleading standard set forth in Rule 9(b) to allege fraud. The court found the borrowing parties “allegations sufficiently ‘set forth the time, place, and contents of the false representation, the identity of the party making the false statements and the consequences thereof.’” For example, the borrowing parties alleged the failure to release the proceeds negatively impacted them because it “impeded their ability to ‘fund the constructions of the ASCs’ in accordance with the planned leverage loan structure.” Second, the lender parties contended that the claims were “barred as premature under 12 O.S. § 682(B)” because “[the lender’s officers] were acting within the scope of their roles with the [lender].” 12 O.S. § 682(B) provides that a suit “shall not be brough against any officer…for the liability of a corporation of which he or she is an officer…, until judgment is obtained…against the corporation and execution thereon returned unsatisfied.” However, the statute does not prohibit a party from bringing a claim against a corporation’s officer for the officer’s own conduct. The court held that the borrowing parties “set forth minimal facts to avoid dismissal at the pleading stage.” For example, the borrowing parties alleged that the lender’s officers themselves falsely assured them multiple times that the funds would be released. Finally, the lender parties argued that the borrowing parties’ claims should have “‘fail[ed] because the [lender parties] did not owe any duties to [the borrowing parties] under 6 O.S. § 425.’” The statute provides that a bank will not have a special or fiduciary duty to a borrower unless the bank agrees to such a duty in writing. The lender parties argued that the complaint lacked any allegations that there was a written assumption of legal duties. The borrowing parties argued that the lender parties did, however, owe an “implied duty of good faith and fair dealing.” The court found that the borrowing parties’ claims did not specifically allege a special or fiduciary duty, so § 425 was inapplicable, and the lender parties could not use it as a basis to dismiss the claims. Ultimately, the court denied the lender parties’ motion to dismiss.
By Olivia Lewis [email protected]
Edited by Jace Brown [email protected]
Edited by Kristin Meurer [email protected]
Edited By Hayden Mariott [email protected]