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Watkins v. Trust Under Will of William Marshall Bullitt By and Through Its Trustee

United States District Court, W.D. Kentucky, Louisville Division

September 22, 2014

LOWRY R. WATKINS, JR. Plaintiff,


THOMAS B. RUSSELL, Senior District Judge.

This matter comes before the Court upon the Motion to Dismiss of Defendants PNC Bank, N.A. ("PNC") and the Trust Under Will of William Marshall Bullitt By and Through Its Trustee, PNC Bank, N.A. ("the Trust") (collectively, "Defendants"). (Docket No. 15.) Plaintiff Lowry R. Watkins, Jr. has responded, (Docket No. 17), and Defendants have replied, (Docket No. 21). Fully briefed, this matter is ripe for adjudication. For the reasons enumerated below, the Court will GRANT Defendants' Motion.

Factual Background

Watkins, a beneficiary of the Trust, alleges that PNC willfully breached its fiduciary duties by failing to pursue certain development opportunities. Specifically, Watkins contends that PNC failed to abide by a November 1963 "Master Plan for Development" of real property held by the Trust known as "Oxmoor Farm." (Docket No. 22-1 at 5.) He further alleges that PNC failed to act when over two decades ago, a developer offered assistance in "zoning, development and deal structuring and brokerage expertise" to expedite certain development. (Docket No. 22-1 at 6.) He points to PNC's failure to proceed with a "Strategic Concept Plan" and a "Preliminary Development Plan, " both of which originated in 2002. (Docket No. 22-1 at 6-7.) Finally, Watkins asserts that PNC failed to secure "tax increment financing in order to provide access to the Trust property for development" at an unspecified time. (Docket No. 22-1 at 6.)

He asserts five causes of action against Defendants, including breaches of statutory and common law fiduciary duties, gross negligence, unjust enrichment, and a request for accounting. He further seeks an order requiring PNC to deposit all trustee fees into an escrow account until they "can be properly accounted for, " removing PNC as trustee, and assessing damages against PNC for its failure to develop the Trust real estate. (Docket No. 22-1 at 10.)

Legal Standard

The Federal Rules of Civil Procedure require that pleadings, including complaints, contain a "short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). A complaint may be attacked for failure "to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). When considering a Rule 12(b)(6) motion to dismiss, the court will presume that all the factual allegations in the complaint are true and will draw all reasonable inferences in favor of the nonmoving party. Total Benefits Planning Agency v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 434 (6th Cir. 2008) (citing Great Lakes Steel v. Deggendorf, 716 F.2d 1101, 1105 (6th Cir. 1983)).

Even though a "complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citations omitted). Instead, the plaintiff's "[f]actual allegations must be enough to raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Id. (citations omitted). That is, a complaint must contain enough facts "to state a claim to relief that is plausible on its face." Id. at 570. A claim becomes plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 556). If, from the well-pleaded facts, the court cannot "infer more than the mere possibility of misconduct, the complaint has alleged-but it has not show[n]'-that the pleader is entitled to relief.'" Id. at 679 (alteration in original) (quoting Fed.R.Civ.P. 8(a)(2)). "[O]nly a complaint that states a plausible claim for relief survives a motion to dismiss." Id.

When resolving a motion to dismiss pursuant to Rule 12(b)(6), the Court may consider the complaint and any exhibits attached thereto, public records, items appearing in the record of the case, and exhibits attached to the defendant's motion to dismiss provided such are referenced in the complaint and central to the claims therein. Bassett v. Nat'l Collegiate Athletic Assoc., 528 F.3d 426, 430 (6th Cir. 2008); see also Stringfield v. Graham, 212 F.Appx. 530, 535 (6th Cir. 2007) (explaining that documents "attached to and cited by" the complaint are "considered parts thereof under Federal Rule of Civil Procedure 10(c)").


In his Complaint and Action for Declaratory Judgment, Watkins raises five counts. (Docket No. 22-1.) The Court will address each in turn, weighing them against the standard articulated above.

I. Failure to Perform Statutorily Prescribed Fiduciary Duties; Breach of Fiduciary Duties; Gross Negligence

According to Watkins, the facts set forth above entitle him to damages for PNC's failure to perform its statutory duties by failing to develop the property at issue and by overvaluing the trust assets. (Docket No. 22-1 at 7.) He contends that PNC acted in bad faith by failing to administer the trust with complete loyalty to the beneficiaries, thus breaching its duty of good faith. (Docket No. 22-1 at 8.) Finally, Watkins asserts that the same actions reflect gross negligence in disregard of Watkins' rights as a beneficiary. (Docket No. 22-1 at 8-9.) PNC responds that each of these claims is time-barred. Therefore, the Court will consider this argument as it relates to all three of the aforementioned claims.

PNC contends that Watkins' claims asserting breach of fiduciary duties and gross negligence are based on events that occurred between 1963 and 2002. Given the applicable five-year limitations period, it reasons that Watkins' claims stemming from conduct alleged to have occurred prior to 2008 are untimely. The Court agrees and ...

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