First National Bank of Palmerton v. Donaldson, Lufkin & Jenrette Securities Corp.

First National Bank of Palmerton (Bank) (plaintiff) made two loans to Alka Patel, which were secured by marketable securities held by Donaldson, Lufkin, & Jenrette Securities Corporation (DLJ) (defendant). The first loan was made on May 15, 1996, and the Bank sent a letter to DLJ that day explaining that the Bank had a security interest in the securities and Patel had consented to the Bank perfecting that interest. The Bank also requested that DLJ send either the stock certificates or an agreement that the securities would remain in that account until notification from Bank. DLJ sent the stock certificates. Patel later requested that the stock certificates be sent back to DLJ in order to allow Patel to trade the securities. The Bank sent the stock certificates back on August 20, 1996 with a letter that stated the Bank understood that Patel would keep the principal balance in his DLJ account. In June 1997, the Bank made a second loan to Patel, secured by the same marketable securities. The Bank sent DLJ a copy of the collateral pledge agreement and requested that DLJ sign and return an acknowledgement form, already signed by the Bank and Patel, granting the Bank the sole right to make withdrawals from the collateral. DLJ did not sign and return the acknowledgement form. Patel defaulted on the loans in December 1997, and the Bank attempted to liquidate the securities that had been pledged as collateral. However, Patel had already liquidated the securities without the Bank's permission. The Bank sued DLJ, alleging negligence, breach of fiduciary duty, and fraud. The Bank claimed that DLJ owed a duty to it that was breached when DLJ allowed Patel to remove the collateral from the account. DLJ moved dismiss the lawsuit.