Majestic Building Maintenance v. Huntington Bancshares

Majestic Building Maintenance, Inc. (Majestic) (plaintiff) was a company specializing in commercial cleaning services. Majestic opened a business checking account with Huntington Bancshares, Inc. (Huntington) (defendant). Huntington provided Majestic with a services agreement listing the rules and regulations governing business accounts. One provision stated that Huntington offered clients various products designed to prevent fraud and unauthorized transactions on their accounts. A client’s decision to forego these products would release Huntington of all liability and reimbursement requirements for any transaction on the client’s account that the products were designed to prevent. Majestic did not utilize any antifraud products offered by Huntington. Majestic discovered four fraudulent checks that had been debited from its account. Majestic contacted Huntington for reimbursement, and Huntington refused, citing the services agreement. Majestic filed a class-action lawsuit in federal district court against Huntington. Majestic claimed that Huntington used its services-agreement provision to unreasonably shift all liability to bank clients and improperly disclaimed its obligation to act in good faith and exercise ordinary care subject to Uniform Commercial Code § 4-103(a). The district court dismissed the case, finding that Majestic did not state a plausible claim. The court stated that the provision in question was not manifestly unreasonable and that the agreement had other provisions that retained Huntington’s duty of care. Majestic appealed to the United States Court of Appeals for the Sixth Circuit.