## Facts

- Alan Meyer and John Pratt (plaintiffs) entered a joint venture with David Christie and Alexander Glenn (defendants) to develop certain real property.
- Before the joint venture, Meyer had obtained a loan from Security Savings Bank (Security Savings), and the bank received Meyer’s confidential financial information in connection with that lending relationship.
- Security Savings maintained a written privacy policy stating that customer financial information would be kept confidential and not shared with third parties except in limited circumstances.
- Christie sought financing from Security Savings for the joint venture, but the bank denied the request, stating that Meyer’s prior loan was in default.
- James Duff, a former Security Savings employee, allegedly told Christie that Security Savings’ president said Meyer had made fraudulent misrepresentations to the bank and was having financial difficulties.
- Plaintiffs alleged Security Savings’ privacy policy prohibited the bank from disclosing Meyer’s financial information to third parties in the manner alleged.
- After hearing the information from Duff, Christie terminated his relationship with Meyer (and the joint venture did not proceed with plaintiffs as originally contemplated).
- Meyer sued Security Savings for breach of contract, alleging the bank’s privacy policy formed part of the parties’ agreement and that Meyer provided confidential information in reliance on the bank’s promise of confidentiality.
- Plaintiffs also asserted a civil conspiracy theory tied to the alleged disclosure and use of Meyer’s financial information to exclude plaintiffs from the venture.
- Security Savings moved to dismiss under Rule 12(b)(6), arguing its privacy policy was not a binding contract.

## Issues

1. Whether Meyer plausibly alleged that Security Savings’ written privacy policy could be an enforceable contractual term supporting a breach-of-contract claim for disclosure of confidential financial information.
2. Whether plaintiffs plausibly alleged a civil conspiracy claim based on coordinated action to disclose and use Meyer’s financial information to harm plaintiffs’ interests in the joint venture.

## Decision

- The court denied Security Savings’ Rule 12(b)(6) motion as to Meyer’s breach-of-contract theory, holding that, at the pleading stage, Meyer alleged enough facts to treat the privacy policy as part of the contractual relationship.
- The court also allowed plaintiffs’ conspiracy-based theory tied to the alleged disclosure and resulting harm to proceed past the pleading stage.

## Legal Principles

- On a Rule 12(b)(6) motion, the court accepts well-pleaded factual allegations as true and draws reasonable inferences in the plaintiff’s favor; dismissal is improper where the complaint plausibly states a claim.
- A plaintiff can state a contract claim by alleging mutual assent, consideration, and definite terms; at the pleading stage, a written policy communicated by a business may be treated as part of the parties’ agreement when the plaintiff alleges he provided information or performed in reliance on the stated promise.
- Whether a bank’s privacy policy is contractually binding may depend on context and the parties’ dealings, making it a poor fit for dismissal when the complaint alleges reliance and an exchange tied to the lending relationship.
- Under Kansas law, civil conspiracy requires an agreement between two or more persons to accomplish an unlawful act (or a lawful act by unlawful means), plus resulting damages; at the pleading stage, plaintiffs need not prove the agreement but must allege facts permitting an inference of concerted action and harm.

## Conclusion

In Meyer v. Christie, the District of Kansas held that plaintiffs’ allegations were sufficient to proceed past the motion-to-dismiss stage on claims arising from an alleged disclosure of Meyer’s confidential banking information: Meyer plausibly alleged that Security Savings’ privacy policy could operate as an enforceable contractual term and that defendants acted in concert to use the disclosed information to push plaintiffs out of the joint venture.


Meyer v. Christie, 2007 WL 3120695 (2007)