Layne v. Bank One, Kentucky, N.A.

Bank One, Kentucky, N.A. and Banc One Securities Corporation (Bank One) (defendants) entered into a loan transaction with Charles Johnson, Jr. (plaintiff). Bank One granted Johnson a $2.8 million line of credit, secured by Johnson’s shares in the company he founded, PurchasePro.com. Johnson could not freely sell his shares, because the shares were subject to restrictions under federal securities laws. The loan transaction contained a loan-to-value (LTV) ratio of 40 percent, which required that Johnson’s collateral be valued at least two and a half times the loan amount. The agreement provided that exceeding this LTV ratio was an immediate default, and Bank One had the option of selling the shares. If Bank One chose to sell the shares, it was required to give Johnson written notice at least 10 days prior to the sale. The market price of the shares fell considerably in February 2001, which caused the LTV ratio to exceed 40 percent. Bank One negotiated with Johnson through May 2001 to cure the default. Johnson indicated that he planned to pledge additional collateral, including a residence in Las Vegas, to lower the LTV ratio. However, this did not occur, and Bank One sold the shares in July 2001. The shares were sold for $524,757.39, which left a deficiency on the loan of approximately $2.2 million. Johnson filed suit against Bank One, alleging that Bank One breached a duty to preserve the value of the collateral held in its possession. Bank One filed a counterclaim for the deficiency on the loan and moved for summary judgment on all of the claims. The district court granted judgment in favor of Bank One. Johnson then appealed to the United States Court of Appeals for the Sixth Circuit.