United States District Court, D. Maryland
JOHN M. FLOYD & ASSOCIATES, INC. Plaintiff,
HOWARD BANK Defendant.
RICHARD D. BENNETT UNITED STATES DISTRICT JUDGE
John M. Floyd & Associates, Inc. ("JMFA" or
"Plaintiff) brings this action against Defendant Howard
Bank ("Howard" or "Defendant"), alleging
that Defendant breached the terms of the September 2015
written contract with Plaintiff ("ODP Agreement").
Specifically, Plaintiff brings this action under Breach of
Contract, Quantum Meruit, Conversion, and Declaratory
pending before this Court is Defendant's Motion for
Partial Dismissal of Plaintiffs Original Complaint. (ECF No.
9.) The parties' submissions have been reviewed and no
hearing is necessary. See Local Rule 105.6 (D. Md.
2018). For the following reasons, Defendant's Motion for
Partial Dismissal of Plaintiffs Original Complaint (ECF No.
9) is DENIED IN PART and GRANTED IN PART. Specifically, the
Motion to Dismiss is denied with respect to the
quasi-contract claim and granted with respect to the
conversion and declaratory judgment claims.
ruling on a motion to dismiss, this Court must accept the
factual allegations in the plaintiffs complaint as true and
construe those facts in the light most favorable to the
plaintiffs. See, e.g., Edwards v. City of Goldsboro,
178 F.3d 231, 244 (4th Or. 1999).
a local Maryland bank, entered into discussions with JMFA, a
Texas corporation, concerning an "Overdraft Privilege
Program" ("ODP") resulting in a proposal in
September 2015. In exchange for implementing ODP, Howard
agreed to pay JMFA a percentage of any income over the
baseline for existing accounts as well as any new accounts
that may subsequently be added. Howard agreed to a term of 36
months for the ODP Agreement, which would begin on the first
month of implementation. Howard also agreed that if it chose
to terminate prior to the conclusion of 36 months, it would
owe JMFA fees based upon the remaining months. In September
2015, Howard and JMFA entered into a contract agreeing to
install ODP pursuant to these conditions.
November 2015, JMFA presented Howard with a baseline as well
as instructing Howard as to installation, implementation, and
training. Following approval, Howard implemented JMFA's
recommendations on April 1, 2016. In October, Howard began
sharing revenues with JMFA as required by the ODP Agreement.
One year later, in October 2017, Howard advised JMFA of its
intent to acquire First Mariner Bank, which was finalized
with the merger in March 2018. JMFA presented a new baseline
for fees to Howard on April 16, 2018 based upon Howard's
acquisition of First Mariner Bank. Howard approved the
revisions on April 25, 2018.
17, 2018, Howard sent an email to JMFA cancelling the ODP
Agreement. Following termination, Howard offered to pay the
ODP fees for the months remaining on the contract for the
legacy Howard Bank accounts, but not for the newly acquired
First Mariner Bank accounts that were also profiting from the
implementation of ODP.
filed suit in this Court on September 18, 2018. (Compl., ECF
No. 1.) Howard filed the instant Motion for Partial Dismissal
for Failure to State a Claim on October 19, 2018. (ECF No.
9.) For reasons as stated herein, Howard's motion is
DENIED IN PART and GRANTED IN PART. Specifically, the Motion
to Dismiss is denied with respect to the quasi-contract claim
and granted with respect to the conversion and declaratory
12(b)(6) of the Federal Rules of Civil Procedure authorizes
the dismissal of a complaint if it fails to state a claim
upon which relief can be granted. Fed.R.Civ.P. 12(b)(6). The
purpose of Rule 12(b)(6) is "to test the sufficiency of
a complaint and not to resolve contests surrounding the
facts, the merits of a claim, or the applicability of
defenses." Presley v. City of Charlottesville,
464 F.3d 480, 483 (4th Cir. 2006); see also Goines v.
Valley Cmty. Servs. Bd, 822 F.3d 159, 165-66 (4th Cir.
2016). The sufficiency of a complaint is assessed by
reference to the pleading requirements of Rule 8(a)(2), which
provides that a complaint must contain a "short and
plain statement of the claim showing that the pleader is
entided to relief." Fed.R.Civ.P. 8(a)(2).
survive a motion under Fed.R.Civ.P. 12(b)(6), a complaint
must contain facts sufficient to "state a claim to
relief that is plausible on its face." BellAtl,
Corp. v. Tmmbly, 550 U.S. 544, 570 (2007); Ashcroft
v. Iqbal, 556 U.S. 662, 684 (2009). Under the
plausibility standard, a complaint must contain "more
than labels and conclusions" or a "formulaic
recitation of the elements of a cause of action."
Twombly, 550 U.S. at 555; see Painter's Mill
Grille, LL.C v. Brown, 716 F.3d 342, 350 (4th Cir.
reviewing a Rule 12(b)(6) motion to dismiss, a court
"accepts the facts as alleged" in the Plaintiffs
complaint. Quintana v. City of Alexandria, et al, __
Fed.Appx. __, No. 16-1630, 2017 WL 2438774, at *1 (4th Cir.
June 6, 2017) (citing LeSeur-Richmond Slate Corp. v.
Fehrer,666 F.3d 261, 264 (4th Cir. 2012)); Semenova
v. Maryland Transit Admin.,845 F.3d 564, 567 (4th Cir.
2017). "At the motion to dismiss stage, [the court must]
accept as true all of the well-pleaded allegations and view
the complaint in the light most favorable to
[Plaintiff]." Id. While a court must accept as
true all the factual allegations contained in the complaint,
legal conclusions drawn from those facts are not afforded
such deference. Iqbal, 556 U.S. at 678
("Threadbare recitals of the ...