First Metro Bank v. Central Bank

904 F. Supp. 2d 1215, 2012 WL 5265759, 2012 U.S. Dist. LEXIS 149953
CourtDistrict Court, N.D. Alabama
DecidedOctober 18, 2012
DocketCivil Action No. CV-12-S-2217-NW
StatusPublished
Cited by1 cases

This text of 904 F. Supp. 2d 1215 (First Metro Bank v. Central Bank) is published on Counsel Stack Legal Research, covering District Court, N.D. Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
First Metro Bank v. Central Bank, 904 F. Supp. 2d 1215, 2012 WL 5265759, 2012 U.S. Dist. LEXIS 149953 (N.D. Ala. 2012).

Opinion

MEMORANDUM OPINION AND ORDER

SMITH, District Judge.

First Metro Bank commenced this action on June 20, 2012, asserting a claim against Central Bank for failure to honor a letter of credit.1 The case currently is before the court on the following motions: (1) plaintiffs motion for an expedited pretrial conference;2 (2) defendant’s motion to dismiss for lack of personal jurisdiction or, alternatively, to stay the action pending the outcome of a parallel state court proceeding; 3 (3) plaintiffs motion for leave to file an amended complaint;4 and (4) plaintiffs motion for summary judgment.5 Upon consideration of the pleadings, briefs, and evidentiary submission, the court concludes that the motion to dismiss for lack of personal jurisdiction should be granted, and all other motions should be denied as moot.

I. STANDARD OF REVIEW

Federal Rule of Civil Procedure 12(b) provides, in pertinent part, that a party may assert by motion the defense of lack of personal jurisdiction. Fed.R.Civ.P. 12(b)(2). The plaintiff asserting jurisdiction over a non-resident defendant has the burden of establishing a prima facie case of personal jurisdiction, which can be done by producing enough evidence to withstand a motion for directed verdict. Stubbs v. Wyndham Nassau Resort and Crystal Palace Casino, 447 F.3d 1357, 1360 (11th Cir.2006) (citing Meier ex rel. Meier v. Sun International Hotels, Ltd., 288 F.3d 1264, 1268-69 (11th Cir.2002)). The court must accept all allegations of the plaintiffs complaint as true, except to the extent that the defendant presents evidence to contradict those allegations. If that occurs, then the burden shifts back to plaintiff to “produce evidence supporting personal jurisdiction.” Stubbs, 447 F.3d at 1360. When the parties present conflicting evidence, the court must “construe all [1217]*1217reasonable inferences in favor of the plaintiff.” Id.

II. RELEVANT FACTS6

Plaintiff, First Metro Bank, is a bank organized, authorized, and chartered pursuant to the laws of the State of Alabama, and it maintains its principal place of business in Muscle Shoals, Alabama.7 Defendant, Central Bank, is a bank organized, authorized, and chartered pursuant to the laws of the State of Tennessee, and it maintains its principal place of business in Savannah, Tennessee.8 Central Bank has never been licensed or registered to conduct business in the State of Alabama, and it has never had any branch offices in Alabama. Instead, all of Central Bank’s three branches are located in Tennessee.9

Sometime during January of 2009, a customer named Charles Smith came to First Metro’s office in Muscle Shoals, Alabama, to request a business loan in the amount of $1,500,000 for his company, Tennessee Materials,10 which was located in Tennessee, incorporated in Tennessee, and had its principal place of business in Tennessee.11 Smith met with Greg Bowling, First Metro’s Executive Vice President.12 Bowling stated in his affidavit that Smith maintained a residence in Natural Bridge, Alabama,13 but Robert Adkisson, Central Bank’s President and Chief Executive Officer, stated that Smith’s residence was in Tennessee.14 Smith had conducted business with First Metro in the past, although Bowling stated in his affidavit that he believed Smith’s “primary banking relationship” was with Central Bank.15 In fact, Central Bank had previously issued letters of credit to secure a $300,000 loan that First Metro made to American Coal & Iron LLC, another of Smith’s companies.16 Bowling agreed to consider providing a $1,500,000 loan for Tennessee Materials, but only upon the condition that it, like First Metro’s previous loan to American Coal & Iron, LLC, would be secured by a letter of credit from Central Bank.17

Soon thereafter, Bowling received a communication through an unspecified medium from Tennessee resident Chris Jerrolds, Central Bank’s President and Chief Executive Officer, confirming that Central Bank had agreed to issue an irrevocable letter of credit in the full amount of the loan requested by Smith for Tennessee Materials.18 On January 8, 2009, Jerrolds sent a letter to Bowling’s office in Alabama, stating that Central Bank had approved two letters of credit. The first letter of credit was to secure an initial loan to Tennessee Materials in the amount of $100,000 to provide operating capital until [1218]*1218the second, $1,500,000 loan could be closed.19 After receiving the January 8 letter, Bowling spoke with Jerrolds by telephone on “one or more” occasions in January concerning Central Bank’s agreement to provide letters of credit in the full amount of the loan. Jerrolds orally confirmed that Central Bank had approved both letters of credit, and he also spoke highly of Smith, stating that he was one of Central Bank’s best customers.20

On January 9, 2009, Jerrolds faxed Bowling some corporate information about Tennessee Materials and a draft letter of credit for the initial $100,000 portion of the loan.21 Jerrolds, on behalf of Central Bank, subsequently executed the letter of credit for the $100,000 portion of the loan and had it delivered, through unspecified means, to First Metro’s office in Muscle Shoals, Alabama.22 In reliance upon that letter of credit, First Metro agreed to provide an initial operating loan to First Metro in the amount of $100,000, which would be paid off once the larger, $1,500,000 loan closed.23

On January 26, 2009, Jerrolds, on behalf of Central Bank, executed a letter of credit in the full amount of the $1,500,000 loan to Tennessee Materials and had that letter delivered, through unspecified means, to First Metro’s office in Muscle Shoals, Alabama. In reliance upon that letter of credit, First Metro agreed to make the $1,500,000 loan to Tennessee Materials.24

The $1.5 Million loan to Tennessee Materials was for an original term of six months, but was subject to being renewed. In or about July 2009, the Borrower requested a renewal of the loan, and to increase the loan amount to $2.2 Million. This represented a sizeable increase of $700,000 in the loan amount, but Mr. Jerrolds provided assurances by telephone that Central had approved a letter of credit in the full amount of the $2.2 Million requested by Tennessee Materials.25

Bowling was in his office in Muscle Shoals, Alabama, when he had those telephone conversations with Jerrolds.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
904 F. Supp. 2d 1215, 2012 WL 5265759, 2012 U.S. Dist. LEXIS 149953, Counsel Stack Legal Research, https://law.counselstack.com/opinion/first-metro-bank-v-central-bank-alnd-2012.