## Facts

- Ali Djowharzadeh identified a bargain-priced duplex offered off-market for $25,000, with $5,000 down and seller financing for the balance.
- The realtor informally agreed to hold the property while Djowharzadeh tried to obtain the $5,000 down payment.
- Djowharzadeh, a regular bank customer with good credit, applied to City National Bank and Trust Company of Norman for a $5,000 loan for the down payment.
- In connection with the loan application, he disclosed to loan officer Larry Shaver the favorable terms and value of the duplex opportunity.
- Shaver stated he needed to consult the loan committee; the loan was rejected the next day.
- Soon thereafter, the duplex was purchased by two bank stockholders who were also the wives of the bank’s president and chairman of the board.
- Defendants admitted the “central fact” that Shaver disclosed the investment information; the record evidence supported the remaining allegations.
- The trial court granted summary judgment to the Bank and Shaver on the ground that no legal duty of confidentiality was owed under these circumstances.

## Issues

1. Whether a bank and its loan officer owe a duty of confidentiality regarding confidential financial and investment information disclosed by a loan applicant during the loan-application process, even if no loan is made.
2. Whether summary judgment was improper where the disclosure was admitted and the evidence permitted inferences that the disclosure led to the loss of the investment opportunity.

## Decision

- The appellate court reversed the summary judgment and remanded.
- The court held that the bank–loan applicant relationship, though generally arm’s-length and not yet contractual, can impose “special duties,” including a duty of confidentiality for information supplied in seeking credit.
- Applying Oklahoma summary-judgment standards, the court concluded the uncontroverted facts and permissible inferences could support liability for wrongful disclosure and resulting damages, requiring trial-level factfinding.

## Legal Principles

- Summary judgment must be denied when material facts are disputed or when uncontroverted facts support legitimate inferences supporting the nonmovant’s well-pleaded theory.
- A bank may owe a duty not to disclose or misuse confidential information obtained from a customer or loan applicant during the loan-application process.
- Even absent a consummated loan agreement and even where the relationship is not fully fiduciary, a “special duty” of confidentiality may arise from the circumstances of seeking credit and sharing sensitive investment information.
- A wrongful disclosure that enables third parties connected to the bank to appropriate an applicant’s opportunity can support claims for damages if causation and loss are proven.

## Conclusion

The court recognized that a bank and its loan officer can have a confidentiality obligation for information provided in a loan application and held that the admitted disclosure and resulting inferences created triable issues, making summary judgment improper.


Djowharzadeh v. City Nat'l Bank & Tr. Co. of Norman, 646 P.2d 616 (Okla. Civ. App. 1982)