## Facts

- UniCredito Italiano S.p.A. and Bank Polska Kasa Opieki S.A. participated as lenders in Enron-related syndicated credit facilities.
- JPMorgan Chase Bank and Citibank (with related entities) served as administrative and/or paying agents and had arranging roles for the facilities.
- Plaintiffs alleged they relied on Enron’s public financial statements when entering the syndications.
- Plaintiffs claimed defendants structured and administered financing that concealed or misrepresented Enron’s financial condition and risks, and failed to disclose adverse information connected to Enron-related transactions.
- Plaintiffs filed a Second Amended Complaint asserting federal and state claims, including fraud-based theories and claims premised on asserted disclosure and fiduciary duties owed by the agent/arranger banks to participant lenders.
- Defendants moved to dismiss under Rule 12(b)(6) and Rule 9(b); after partial dismissal, plaintiffs sought reconsideration and, alternatively, Rule 54(b) final-judgment certification as to dismissed claims.

## Issues

1. Whether administrative/arranger banks in syndicated credit facilities owed participant lenders broad fiduciary or disclosure duties regarding the borrower’s financial condition and related financing schemes.
2. Whether fraud and concealment claims were pleaded with sufficient particularity and defendant-specific scienter under Rule 9(b), including whether omissions were actionable absent a duty to disclose.
3. Whether the credit documentation’s risk-allocation, limitation-of-duties, and indemnification/exculpation provisions defeated duty-based tort and fraud theories.
4. Whether plaintiffs met the standard for reconsideration by showing overlooked controlling law or factual matters.
5. Whether Rule 54(b) certification was appropriate for immediate appeal of dismissed claims given overlap with surviving claims.

## Decision

- The court granted defendants’ motions to dismiss in part and denied them in part.
- Claims premised on a broad duty by the agent/arranger banks to disclose Enron’s financial condition or related adverse information to participant lenders were dismissed with prejudice.
- Some claims tied to sufficiently pleaded, concrete misstatements or transactional conduct not foreclosed by the governing agreements were allowed to proceed.
- The court denied plaintiffs’ motion for reconsideration.
- The court denied plaintiffs’ request for Rule 54(b) certification, finding that an immediate appeal would risk piecemeal review and inefficiency.

## Legal Principles

- In syndicated lending among sophisticated institutions, an administrative agent’s duties to participants are generally limited to those expressly assumed in the governing agreements; an arm’s-length relationship does not, without special circumstances, create fiduciary or expansive disclosure obligations.
- Contract terms that limit an agent’s responsibilities and assign due diligence and credit-risk assessment to each lender can defeat claims premised on unexpressed duties to monitor, advise, or disclose adverse borrower information.
- Under Rule 9(b), fraud must be pleaded with particularity, including identification of specific misstatements or actionable omissions; omissions are not independently actionable without a legal duty to speak.
- Scienter allegations must be pleaded with specificity as to each defendant rather than in generalized, collective terms.
- Reconsideration is an extraordinary remedy and is improper where the movant merely reargues points previously considered rather than showing overlooked controlling law or material facts.
- Rule 54(b) certification is disfavored when dismissed and surviving claims arise from the same core facts and an interlocutory appeal would likely produce piecemeal litigation.

## Conclusion

The court treated the syndicated-loan relationships as contract-governed, rejected broad fiduciary and disclosure-duty theories against the agent/arranger banks, dismissed those duty-based claims with prejudice while allowing more specifically pleaded theories to proceed, and later denied both reconsideration and Rule 54(b) certification to avoid fragmented appellate review.


UniCredito Italiano S.p.A. v. JPMorgan Chase Bank, 288 F. Supp. 2d 485 (S.D.N.Y. 2003)