Filed: Oct. 24, 2014
Latest Update: Oct. 24, 2014
Summary: PER CURIAM: In this interlocutory appeal, the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Integrity Bank ("Bank"), challenged the district court's dismissal of its claims against the Bank's directors and corporate officers for ordinary negligence and for breach of fiduciary duty based on ordinary negligence. 1 The parties disputed whether, under Georgia law, bank directors and officers could be subject to claims for ordinary negligence. Having concluded that the answer to
Summary: PER CURIAM: In this interlocutory appeal, the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Integrity Bank ("Bank"), challenged the district court's dismissal of its claims against the Bank's directors and corporate officers for ordinary negligence and for breach of fiduciary duty based on ordinary negligence. 1 The parties disputed whether, under Georgia law, bank directors and officers could be subject to claims for ordinary negligence. Having concluded that the answer to t..
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PER CURIAM:
In this interlocutory appeal, the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Integrity Bank ("Bank"), challenged the district court's dismissal of its claims against the Bank's directors and corporate officers for ordinary negligence and for breach of fiduciary duty based on ordinary negligence.1 The parties disputed whether, under Georgia law, bank directors and officers could be subject to claims for ordinary negligence.
Having concluded that the answer to that question was "debatable under Georgia law," we certified these two questions to the Supreme Court of Georgia:
(1) Does a bank director or officer violate the standard of care established by O.C.G.A. § 7-1-490 when he acts in good faith but fails to act with "ordinary diligence," as that term is defined in O.C.G.A. § 51-1-2?
(2) In a case like this one, applying Georgia's business judgment rule, can the bank officer or director defendants be held individually liable if they, in fact as alleged, are shown to have been ordinarily negligent or to have breached a fiduciary duty, based on ordinary negligence in performing professional duties?
Fed. Deposit Ins. Corp. v. Skow, 741 F.3d 1342, 1346-47 (11th Cir.2013).2
In the light of its recent decision in Fed. Deposit Ins. Corp. v. Loudermilk, 295 Ga. 579, 761 S.E.2d 332 (2014), the Supreme Court of Georgia now advises us that "[a] bank director or officer may violate the standard of care established by O.C.G.A. § 7-1-490, even where he acts in good faith, where, with respect to the process by which he makes decisions, he fails to exercise the diligence, care, and skill of `ordinarily prudent men [acting] under similar circumstances in like positions.'" Fed. Deposit Ins. Corp. v. Skow, 763 S.E.2d 879, 881, 2014 WL 4670371, *1 (Ga.2014). And, "[i]n a case like this one, the bank officer or director defendants may be held individually liable if they are shown to have violated the standard of care established by O.C.G.A. § 7-1-490." Id. This then is the law of Georgia.
Based on these definitive responses to our certified questions, we vacate the district court's orders (1) dismissing the FDIC's claims for ordinary negligence and for breach of fiduciary duty based on ordinary negligence and (2) denying the FDIC's motion for reconsideration, and remand the case for further proceedings consistent with this opinion and our earlier opinion in this appeal.
AFFIRMED IN PART, VACATED IN PART and REMANDED.
