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Song Chuan Technology (Fujian) Co., Ltd. v. Bank of America N.A.

United States District Court, D. South Carolina, Charleston Division

March 10, 2017

Song Chuan Technology (Fujian) Co., Ltd., Plaintiff,
v.
Bank of America, NA, and John Doe, Defendants.

          ORDER AND OPINION

          RICHARD MARK GERGET UNITED STATES DISTRICT COURT JUDGE.

         This matter is before the Court on Defendant Bank of America's motion to dismiss Plaintiff Song Chuan Technology's claim against Bank of America for conversion, and Song Chuan's motion to amend the complaint to remove its claim for injunctive relief, to add a claim under South Carolina Code § 36-4A-101, and to add a claim for constructive trust. For the reasons set forth below, the Court grants the motion to dismiss, and grants in part and denies in part the motion to amend the complaint. The motion to amend is granted insofar as Song Chuan seeks to dismiss its first cause of action seeking injunctive relief and seeks to allege personal jurisdiction over the parties. The motion to amend is otherwise denied. Bank of America is dismissed from this action, and all other claims are dismissed without prejudice.

         I. Background

         On September 30, 2016, Song Chuan filed a complaint alleging Song Chuan and a business partner (whom Song Chuan declines to identify, but who apparently is the Kansas-based "Meridian Chemicals Sales" identified in the wire transfer documentation attached to the complaint, see Dkt. No. 1-1) negotiated a sale of goods (which Song Chuan declines to identify) for $880, 000. (See Dkt. No. 1 ¶¶ 9-14.) According to the complaint, an "advisor" located in Charleston, South Carolina (whom Song Chuan declines to identify) served as an intermediary for negotiations between Song Chuan and the business partner for the sale of the unidentified goods. (Id. % 10.) "At some point during the course of th[ese] negotiations, " an unknown person allegedly hacked into Song Chuan's email account, and, posing as the business partner, transmitted his own Bank of America account details to Song Chuan to obtain fraudulently the sale proceeds due the business partner. (Id. ¶ 11.) On or about September 14, 2016, Song Chuan wired $880, 000 to John Doe's Bank of America account, believing the funds were being sent to its business partner. (Id. ¶ 15.) Song Chuan seeks to recover those funds from Bank of America, and damages, including treble damages, from John Doe.

         On November 10, 2016, Bank of America moved to dismiss Song Chuan's conversion claim. (Dkt. No. 11.) On February 1, 2017, Song Chuan moved to amend the complaint to add an allegation of personal jurisdiction over the parties, to remove a claim for injunctive relief against Bank of America, and to add statutory and constructive trust claims against Bank of America.

          II. Legal Standard

         A. Motion to Dismiss

          Rule 12(b)(6) of the Federal Rules of Civil Procedure permits the dismissal of an action if the complaint fails "to state a claim upon which relief can be granted." Such a motion tests the legal sufficiency of the complaint and "does not resolve contests surrounding the facts, the merits of the claim, or the applicability of defenses. . . . Our inquiry then is limited to whether the allegations constitute 'a short and plain statement of the claim showing that the pleader is entitled to relief" Republican Party of N.C. v. Martin, 980 F.2d 943, 952 (4th Cir. 1992) (quotation marks and citation omitted). In a Rule 12(b)(6) motion, the Court is obligated to "assume the truth of all facts alleged in the complaint and the existence of any fact that can be proved, consistent with the complaint's allegations." E. Shore Mkts., Inc. v. J.D. Assocs. Ltd. P'ship, 213 F.3d 175, 180 (4th Cir. 2000). However, while the Court must accept the facts in a light most favorable to the non- moving party, it "need not accept as true unwarranted inferences, unreasonable conclusions, or arguments." Id.

         To survive a motion to dismiss, the complaint must state "enough facts to state a claim to relief that is plausible on its face." BellAtl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). Although the requirement of plausibility does not impose a probability requirement at this stage, the complaint must show more than a "sheer possibility that a defendant has acted unlawfully." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). A complaint has "facial plausibility" where the pleading "allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id.

          B. Motion to Amend

         Under Rule 15(a)(2) of the Federal Rules of Civil Procedure, after the time has passed to amend a pleading as a matter of course, "a party may amend its pleading only with the opposing party's written consent or the court's leave. The court should freely give leave when justice so requires." Rule 15(a) is a "liberal rule [that] gives effect to the federal policy in favor of resolving cases on their merits instead of disposing of them on technicalities." Laber v. Harvey, 438 F.3d 404, 426 (4th Cir. 2006) (en banc). However, "[m]otions to amend are committed to the discretion of the trial court." Keller v. Prince George's County, 923 F.2d 30, 33 (4th Cir. 1991). Thus, "[a] district court may deny a motion to amend when the amendment would be prejudicial to the opposing party, the moving party has acted in bad faith, or the amendment would be futile." Equal Rights Ctr. v. Niles Bolton Assocs., 602 F.3d 597, 602-03 (4th Cir. 2010).

         Futility is apparent if the proposed amended complaint fails to state a claim under the applicable rules and accompanying standards: "[A] district court may deny leave if amending the complaint would be futile-that is, if the proposed amended complaint fails to satisfy the requirements of the federal rules." United States ex rel. Wilson v. Kellogg Brown & Root, Inc., 525 F.3d 370, 376 (4th Cir.2008) (internal quotation marks omitted). "If an amendment would fail to withstand a motion to dismiss, it is futile." Woods v. Boeing Co., 841 F.Supp.2d 925, 930 (D.S.C. 2012). "Therefore, if any new well-pleaded facts are asserted in the new proposed complaint, but they fail to show that the plaintiff is entitled to relief, the court should deny the motion for leave to amend." In re: Bldg. Materials Corp. of Am. Asphalt Roofing Shingle Prod. Liab. Litig., No. 8-11-2000-JMC, 2013 WL 12152414, at *2 (D.S.C. June 17, 2013).

         III. Discussion

          A. ...


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