Loomis Sayles Trust Company LLC v. Citigroup Global Markets Inc
- Lorna Schofield
- 1:22-cv-06706
- U.S. District Court · Southern District of New York
- 2
In Loomis Sayles v. Citigroup, Judge Schofield converted Citigroup’s dismissal motion into summary judgment and ordered additional evidence and briefs.
Loomis Sayles Trust Co., LLC and Citigroup Global Markets, Inc.; the order changes how Citigroup’s motion will be considered and requires both parties to submit additional evidence and briefing.
What happened
Loomis Sayles Trust Co., LLC v. Citigroup Global Markets, Inc. is a proposed class action alleging that Citigroup failed to obtain the best execution for trades made on March 18, 2022. Loomis Sayles asserted breach-of-contract and breach-of-fiduciary-duty claims.
Citigroup asked the court to dismiss the complaint under a rule allowing dismissal for failure to state a claim. In support, Citigroup submitted chat messages, recorded calls, and call transcripts, arguing that these materials were part of the complaint and showed it acted according to Loomis Sayles’s instructions. Loomis Sayles discussed the exhibits but did not agree that they were accurate or complete.
Because materials outside the pleadings were presented, Judge Lorna G. Schofield converted the dismissal motion into a summary-judgment motion. She ordered both sides to submit any additional relevant evidence by February 16, 2023, and allowed each side to file a brief letter about the motion by February 17, 2023.
The detailed version
- Loomis Sayles Trust Company LLC v. Citigroup Global Markets Inc · No. 1:22-cv-06706
- Lorna Schofield
- Feb. 10, 2023
Background
Loomis Sayles Trust Co., LLC brought a proposed class action against Citigroup Global Markets, Inc. The complaint alleges that Citigroup failed to achieve best execution in connection with trades executed on March 18, 2022. The claims are for breach of contract and breach of fiduciary duty.
Motion and Outside Materials
Citigroup moved to dismiss the complaint in its entirety under Federal Rule of Civil Procedure 12(b)(6), which concerns whether a complaint adequately states a legal claim. Citigroup argued, among other things, that it acted pursuant to Loomis Sayles’s instructions and lacked discretion to act otherwise.
To support its motion, Citigroup submitted a declaration attaching Bloomberg chat messages, recorded telephone calls, and transcripts. The declaration stated that the messages and audio files were true and correct copies and that the transcripts were true and accurate. Citigroup argued that the materials were incorporated by reference into the complaint and therefore could be considered on a motion to dismiss. Loomis Sayles discussed the exhibits in its opposition but did not concede that they were true, correct, or complete.
Ruling and Next Steps
The court explained that when matters outside the pleadings are presented on a motion to dismiss and are not excluded, Federal Rule of Civil Procedure 12(d) requires the motion to be treated as one for summary judgment under Rule 56. Summary judgment is a procedure for deciding whether the evidence shows that a case can proceed to trial. The parties must receive a reasonable opportunity to submit material relevant to that motion.
The court converted Citigroup’s motion to dismiss into a motion for summary judgment. It ordered the parties to file any additional evidentiary material pertinent to the motion by February 16, 2023, and allowed each party to file a letter brief of no more than three pages by February 17, 2023. The order did not decide the underlying contract or fiduciary-duty claims.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.