UniCredito Italiano SPA v. JPMorgan Chase Bank
United States District Court for the Southern District of New York
288 F. Supp. 2d 485 (2003)
UniCredito Italiano SPA (UCI) (plaintiff) and Bank Polska Kasa Opieki SA—also known as Bank Pekao SA (Pekao) (plaintiff)—were financial institutions that entered a loan syndication for Enron Corporation. JPMorgan Chase Bank (JPMorgan Chase) (defendant) and Citibank, N.A. (defendant) were agent banks that helped facilitate payment. The relevant credit-facility agreements provided that the paying agents did not have a fiduciary relationship with the lenders. More specifically, the contracts absolved JPMorgan Chase and Citibank from the responsibility of disclosing information concerning Enron’s finances, with UCI and Pekao agreeing to undertake their own credit analyses. Enron grossly misrepresented its debt-to-capitalization ratio, a misrepresentation of which JPMorgan Chase and Citibank were aware but UCI and Pekao were not. Later, Enron’s fraudulent manipulation of its financial state came to light. UCI and Pekao brought claims against JPMorgan Chase and Citibank in federal district court, alleging fraudulent concealment, fraudulent inducement, negligent misrepresentation, and breach of an implied duty of good faith. JPMorgan and Citibank moved to dismiss.
Rule of Law
Holding and Reasoning (Swain, J.)
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