## Facts

- Jeffrey Laydon traded Euroyen TIBOR futures contracts on the Chicago Mercantile Exchange and alleged losses on short positions.
- Defendant banks participated in setting or influencing benchmark Japanese yen interest rates, including Euroyen TIBOR and Yen-LIBOR.
- Laydon alleged defendants submitted false or misleading rate information to influence those benchmarks for trading advantage.
- Laydon claimed benchmark movements distorted Euroyen TIBOR futures prices and caused investor losses.
- Laydon brought claims including Commodity Exchange Act (CEA) manipulation theories, Sherman Act antitrust claims, unjust enrichment, and theories seeking to impose vicarious and aiding-and-abetting liability across entities.

## Issues

1. Whether alleged manipulation of Euroyen TIBOR and Yen-LIBOR can support CEA manipulation claims relating to Euroyen TIBOR futures.
2. Whether the complaint plausibly alleged causation between benchmark submissions and artificial Euroyen TIBOR futures prices.
3. Whether the complaint sufficiently alleged intent to manipulate (scienter) as to the relevant futures pricing.
4. Whether the complaint adequately stated antitrust, unjust enrichment, and vicarious liability (including aiding-and-abetting-type) claims against the bank defendants.

## Decision

- The court granted the motion to dismiss as to the antitrust, unjust enrichment, and vicarious liability claims.
- The court allowed the core CEA-based benchmark-manipulation claims tied to Euroyen TIBOR futures to proceed past the pleading stage.

## Legal Principles

- Benchmark interest rates may qualify as “commodities” for CEA purposes when manipulation of the benchmark is plausibly alleged to affect prices of futures contracts that reference it.
- At the motion-to-dismiss stage, a CEA manipulation claim may proceed if the complaint plausibly alleges (i) an artificial price and (ii) a causal link between benchmark misconduct and futures pricing.
- Scienter for manipulation may be pled through allegations supporting an inference of motive and coordinated conduct connected to trading positions and benchmark-setting activity.
- Antitrust claims require plausible allegations of an anticompetitive agreement and antitrust injury; benchmark-manipulation allegations alone may be insufficient.
- Vicarious liability and aiding-and-abetting-type theories require nonconclusory factual allegations establishing a legally sufficient basis to impute misconduct across entities or actors.
- Unjust enrichment may be dismissed where it is not adequately pled as a distinct, viable claim in light of the asserted statutory theories.

## Conclusion

The court pared back non-CEA theories—dismissing antitrust, unjust enrichment, and vicarious liability claims—while permitting the case to continue on CEA manipulation claims alleging that banks’ benchmark-rate submissions plausibly distorted Euroyen TIBOR futures prices.


Laydon v. Mizuho Bank, Ltd., 2014 WL 1280464 (S.D.N.Y. Mar. 28, 2014)