ORDER

KATHLEEN M. WILLIAMS, UNITED STATES DISTRICT JUDGE.

THIS MATTER is before the Court on Plaintiffs' motion for leave to file an amended complaint or for relief from a judgment or an order (DE 84), to which Twin City Fire Insurance Company ("Twin City") and National Union Fire Insurance Company of Pittsburgh, PA., ("National Union") filed responses in opposition (DE 93, 94) and Plaintiffs filed a reply (DE 97, 98).

I. BACKGROUND

In its May 14, 2015 Order (the "Order"), the Court observed that this case is "yet another in the ongoing litigation saga concerning the misdeeds of the Rothstein Rosenfeldt Adler firm. No party comes to the litigation as a strange to the facts: each has litigated disputes spawned by Rothstein in federal district, federal bankruptcy, and state courts." (DE 80 at 2). Accordingly, as with the May 14, 2015 Order, the Court assumes the Parties' familiarity with the underlying facts, briefing, and the Court's prior rulings.

Plaintiffs filed this action on May 7, 2013 (DE 1) and on July 12, 2013, they filed their first amended complaint. (DE 18). In the amended complaint, Plaintiffs asserted breach of contract claims, statutory bad faith claims under Florida Statute § 624.155, and common law bad faith claims against National Union and Twin City. (Id.). Plaintiffs also brought negligence and breach of fiduciary duty claims against Aon, the insurance broker who procured coverage for Gibraltar. (Id.). The Parties agreed that all but the breach of contract claims were premature as a matter of law and the Court abated those claims. (See DE 47, 55, 70). Both National Union and Twin City filed motions to dismiss the complaint (DE 25, 28), which the Court granted. (DE 80).

Now, more than two years after filing suit, and nearly two months after the Court entered an order dismissing the claims against National Union and Twin City with prejudice, Plaintiffs seek leave to file a second amended complaint. Plaintiffs' second amended complaint would assert the same claims against National Union and Twin City: breach of contract, statutory bad faith, and common law bad faith. As with the first amended complaint, the bad faith claims are premature as a matter of law.

The proposed second amended complaint differs slightly from the amended complaint. First, Plaintiffs removed references to directors Ellis and Harris.1 Second, Plaintiffs added allegations regarding directors Sanders and Hayworth, alleging that Sanders and Hayworth "were not responsible for providing, nor did they provide, professional banking services to Rothstein or RRA," and contending that "the D & O Defendants were required to avoid engaging in any unsafe or unsound practices in the conduct of Gibraltar's affairs... Instead, they permitted such practices by ignoring or refusing to act upon reports by Gibraltar's compliance personnel ... advising them of Rothstein's and RRA's improper banking activities." (DE 84-1 ¶¶ 55-56). Plaintiffs second amended complaint alleges that "these regulatory failures allowed the banking relationship with Rothstein and RRA to continue through the date the Ponzi scheme was uncovered." (DE 84-1 ¶ 58).

Third, Plaintiffs added the following legal conclusions: (1) "[t]he acts and omissions for which the Trustees seek to hold the D & O Defendants liable represent failures of internal management and regulatory functions legally imposed on financial institutions. Such conduct is covered by the Primary Policy and Twin City Excess Policy, as these duties do not constitute professional services performed for any bank client or customer." (DE 84-1 ¶ 60); (2) "the allegations in the Underlying D & O Litigation gave rise to the possibility that the D & O Defendants might be held liable for damages as the result of facts that fell within the coverage grant" of the National Union and Twin City Policies (DE 84-1 ¶¶ 96, 108); (3) "the potential for liability created a duty ... to advance defense costs on behalf of the D & O Defendants" under the Policies (DE 84-1 ¶¶ 97, 109); and (4) the Insurers breached their contracts "by [their] wrongful failure and refusal to acknowledge [their] duty to advance defense costs with respect to the claims asserted against the D & O Defendants in the Underlying D & O Litigation." (DE 84-1 ¶¶ 98, 110). Finally, Plaintiffs now assert that the settlement and the consent judgment were reasonable and made in good-faith. (DE 84-1 ¶¶ 99-102; 111-13). There are no other significant changes to the proposed amended complaint.

In moving for leave to amend under Rule 15 of the Federal Rules of Civil Procedure, or for relief from a judgment or order under Rule 60, Plaintiffs present several arguments regarding the Court's Order. The Court addresses the arguments in turn, and for the reasons set forth below, determines that amendment would be futile and that relief from the Order is not warranted.

II. ANALYSIS

First, Plaintiffs argue that the Court erred by construing the exclusion on a motion to dismiss, claiming that "the only cases cited by the Court supporting dismissal on a policy exclusion are foreign, non-binding authority" and that the Court's decision "runs contrary to the general approach adopted in Florida." (DE 84 at 3). Plaintiffs cite no authority in support of this broad proposition.2 Curiously, in support of a different argument, Plaintiffs cite to Band v. Twin City Fire Insurance Company, No. 8:11-CV02332-EAK, 2012 WL 1142396, (M.D.Fla. Apr. 4, 2012), a case explicitly relied upon in the Order, in which the court granted a motion to dismiss under Rule 12(b)(6) because the underlying claims were "unequivocally excluded" from coverage based on a securities and real estate exclusion. The Eleventh Circuit subsequently affirmed that dismissal because the allegations of the underlying complaint "fell within a policy exclusion." See Band v. Twin City Fire Ins. Co., 545 Fed.Appx. 950, 951 (11th Cir.2013). In any event, in addition to citing persuasive cases from federal appellate, federal district, and state appellate courts throughout the country, the Order cited to several Florida cases ruling in favor of a moving party on a motion to dismiss on the basis of a policy exclusion. (See DE 80 at 9-11). And in direct contrast to Plaintiffs' argument, for which they offer no case law, Florida courts routinely grant motions to dismiss on the basis of a policy exclusion.3

Second, Plaintiffs argue that "[c]ourts in this state may not engage in contract interpretation at the motion to dismiss stage, as these arguments are more appropriate for summary judgment." (DE 84 at 3). Plaintiffs cite only two cases in support of this proposition — as opposed to the numerous cases cited by the Court involving insurance contracts and the duty to defend — and both are inapposite. See Geter v. Galardi S. Enterprises, Inc., 43 F.Supp.3d 1322, 1329 (S.D.Fla.2014) (analyzing an employment contract in a Fair Labor Standards Act case); Managed Care Solutions, Inc. v. Cmty. Health Sys., Inc., No. 10-60170-CIV, 2011 WL 6024572, at *8 (S.D.Fla. Dec. 2, 2011) (analyzing a contract regarding the provision of billing collection services for a hospital).4 Plaintiffs also cite to S.-Owners Ins. Co. v. Wall 2 Walls Constr., LLC, 2012 WL 6009752, *4 (M.D.Fla. Dec. 3, 2012),5 in which the court noted that, although it would not do so based on the specific facts at issue in that case, "[a] defendant may, on a motion to dismiss, raise the issue of whether a complaint contains sufficient factual allegations that show as a matter of law that the particular policy exclusions at issue negate coverage and warrant dismissal of the action with prejudice." Id. at *4 (internal citations and quotations omitted). As discussed above and thoroughly in the Court's May 14, 2015 Order, Courts routinely engage in such analysis at the motion to dismiss stage.

Next, Plaintiffs reiterate well-known maxims of insurance policy interpretation (see DE 84 at 3-4), which the Court applied in its Order (see DE 80 at 11-15). Plaintiffs also re-hash their argument that the professional services exclusion is ambiguous and that their interpretation is a reasonable one. (See DE 84 at 3-5). It is not. (See DE 80 at 17-21).

Plaintiffs then argue that various policy provisions are rendered meaningless by the Court's interpretation of the professional services exclusion because, in Plaintiffs' view, the Court read "the exclusion to eliminate coverage for anything other than Securities Claims and Employment Practices Claim [which] renders superfluous the Retention Clause and the entire definition of a Claim." (DE 84 at 7). The Court's Order advanced no such interpretation.6 The Court did not read the exclusion "to cover only employment and securities claims" (DE 84 at 6), nor did it hold that the Policies "do[] not cover any claim remotely related to banking" (DE 84 at 2). Rather, the Court simply determined that no coverage was available based on the specific allegations in the Underlying Litigation and that the Policies are not illusory. In doing so, the Court provided two straightforward and inherently non-exhaustive examples of Claims the policies would cover.7 (See DE 80 at 28 ["The Policies provide coverage for many Claims that would not involve professional services for others. For example,8 the Policies provide coverage for wrongful termination claims, harassment claims, retaliation claims, and negligent hiring, training, retention, and supervision claims."], (emphasis added)). And, the Court cited to two other persuasive decisions, interpreting substantially similar policies and businesses (a company that provided mortgage loans and a bank) in support of its conclusion that the Policies are not illusory. (See DE 80 at 28-29).9

Plaintiffs also assert that although the Court properly found that an insurer's obligation to advance defense costs is not materially different from a duty to defend,10 the Court nonetheless erred in applying the duty to defend standard because, in Plaintiffs' view, the Court "undert[ook] its own factual investigation into the underlying litigation, [and] ignored the allegations implicating the possibility of coverage under the Policies." (DE 84 at 10).11 The Court did not engage in such investigation or analysis; the Court reviewed and considered all of the allegations in the Underlying Litigation, accepted them as true, and determined whether those allegations fairly and potentially brought the Underlying Litigation within the policy's coverage or whether the pleadings showed that an exclusion applied to bar coverage (see DE 80 at 14-15, 23-27). The Order merely highlighted the most illustrative allegations showing that the professional services exclusion applies to bar coverage for the Underlying Litigation.

Plaintiffs then contend, for the first time, that the Court erred in requiring the Parties to produce the draft amended complaint in the Morse Action and the draft D & O Action,12 which, according to Plaintiffs, constituted improper fact-finding. (DE 84 at 11; DE 97 at 3). It is beyond peradventure that a court may consider undisputed documents central to and referenced in a complaint without converting a motion to dismiss into a motion for summary judgment. See, e.g., Day v. Taylor, 400 F.3d 1272, 1276 (11th Cir.2005) ("Our prior decisions also make clear that a document need not be physically attached to a pleading to be incorporated by reference into it; if the document's contents are alleged in a complaint and no party questions those contents, we may consider such a document provided it meets the centrality requirement imposed in Horsley."); Horsley v. Feldt, 304 F.3d 1125, 1134 (11th Cir.2002) (a court may consider documents central to the plaintiffs' claim and undisputed under the incorporation by reference doctrine without converting the motion into summary judgment); Gross v. White, 340 Fed.Appx. 527, 534 (11th Cir. 2009) (finding no error in the district court's consideration of a document referenced in the second amended complaint but attached only to the plaintiff's opposition to a motion to dismiss); Brooks v. Blue Cross & Blue Shield of Florida, Inc., 116 F.3d 1364, 1369 (11th Cir.1997) ("Where the plaintiff refers to certain documents in the complaint and those documents are central to the plaintiff's claim, then the Court may consider the documents part of the pleadings for purposes of Rule 12(b)(6) dismissal").

Notably, in opposing the motions to dismiss, Plaintiffs agreed that the Court could properly consider the Underlying Litigation. (See DE 35 at n.13 ["Although the D & O Complaint is not attached to the FAC, this Court may consider it without converting this motion into one for summary judgment."]; DE 36 at n.13 [same]). No Party disputes, nor can they, that the draft amended complaint in the Morse Action or the draft D & O complaint were undisputed, "central to" and "referenced in the first amended complaint."13 Indeed, Plaintiffs' breach of contract claims are based upon the Insurers refusal to defend the Morse Action and the D & O Action. Significantly, Plaintiffs' only basis for asserting that the Insurers breached their duty with respect to Hayworth, was the draft D & O Action, because, as Plaintiffs alleged in their amended complaint "[w]hile Steven Hayworth was not formally named as a defendant in the D & O Complaint, the Trustee's November 22, 2011 demand letter constitutes a Claim against him for monetary relief under the National Union and Twin City Excess Policies." (DE 18 at ¶ 46).

Unlike their earlier argument in which Plaintiffs inaccurately critique the Court's citation to "foreign non-binding authority," Plaintiffs next argue that the Order disregards persuasive authority in finding that the professional services exclusion is not several. Specifically, Plaintiffs cite to Great Am. Ins. Co. v. Geostar Corp., No. 09-12488-BC, 2010 WL 845953, at *12-13 (E.D.Mich. Mar. 5, 2010), a foreign, unpublished, nonbinding and inapposite authority. The professional services exclusion in Geostar, in contrast to the exclusion in the Policies here, contained a specific severability provision, which was critical to that court's interpretation of the exclusion. (See DE 80 at 20 n.13); see also Geostar Corp., 2010 WL 845953, at *13.14 As discussed in the Order, Plaintiffs "failed to provide any precedent from any court to support their contention than an ambiguity exists and that the Professional Services Exclusion applies severally, particularly in the absence of a specific severability provision." (DE 80 at 20). Plaintiffs still have failed to do so.

In criticizing the Court for failing to consider "persuasive authority," Plaintiffs also cite to Associated Community Bancorp, Incorporated. v. The Travelers Companies Incorporated, No. 3:09-CV-1357 JCH, 2010 WL 1416842, (D.Conn. Apr. 8, 2010) aff'd, 421 Fed.Appx. 125 (2d Cir. 2011) and Neighborhood Housing Services of America, Incorporated v. Turner-Ridley, 742 F.Supp.2d 964, 971 (N.D.Ind.2010). Not only did the Court consider both Associated Community Bancorp and Turner-Ridley, but those cases were expressly cited to with approval in determining that the professional services exclusion applied and that the Policies are not illusory (see DE 80 at 10, 22 n.15, 28, 29). See also Turner-Ridley, 742 F.Supp.2d at 971-73 (professional services exclusion barred coverage when insured was alleged to have breached contractual duty to collect payments, segregate funds, maintain accurate records, and make accurate reports to loan payoffs and rejecting argument that "because [the insured's] core business practices constitute professional services" the policy was illusory, finding that the policy "covers many reasonably expected circumstances that would not involve professional services"); Associated Cmty. Bancorp, Inc., 2010 WL 1416842, at *10 (granting 12(b)(6) motion to dismiss because the underlying claims fell "squarely within an unambiguous reading of either the insolvency exclusion ... or the professional services exclusion" and rejecting argument that professional services exclusion eviscerated the policy because every action taken by a bank involves professional services).

Plaintiffs also argue that the Order "forecloses coverage for purely internal conduct so long as a customer is affected in any form or fashion." (DE 84 at 13). Despite Plaintiff's claim, the Order is limited to the allegations specifically plead in the Underlying Litigation and does not implicitly or explicitly foreclose coverage for all internal conduct tangentially affecting a customer. Here, however, as discussed at length in the Order, the Underlying Litigation clearly alleged that the "internal failures" and "regulatory functions" were undertaken with the intent of "rendering substantial assistance to Rothstein" in order to "advise" "assist" and "enable" him and his Ponzi scheme. (See, e.g., DE 25-1 ¶¶ 36, 76, 81). Thus, the allegations in the Underlying Litigation make clear that any such internal or regulatory failures were performed for the purpose of enabling, assisting, and aiding Rothstein and therefore constitute professional services for others. The Order does not foreclose coverage for all banking services; rather, the Order only forecloses coverage in this matter based on the allegations in the Underlying Litigation and the Policies' plain language.

Plaintiffs also contend that the "presence of both types of allegations" i.e., professional services for others and "internal management or regulatory functions" establishes a duty to defend under Florida law.15 Notwithstanding the absence of allegations regarding purely internal functions wholly unrelated to the rendering of professional services for Rothstein, Plaintiffs' argument is inconsistent with their own policy interpretation. Plaintiffs allege "that the Exclusion only applies to a Claim, which is defined to encompass the entirety of a civil proceeding commenced against the insureds." (DE 84 at 4). Accordingly, if the litigation, as a whole, arises out of the rendering or failure to render professional services for others, then no coverage is available. Plaintiff's efforts to cull out all directors other than Hayworth and Sanders is unavailing under their policy interpretation, because the question is whether the underlying complaints, considered in their entirety, arise out of the rendering or failure to render professional services for others.16 And a review of the allegations in the Underlying Litigation makes clear that the lawsuits, as a whole, arise out of the insureds' rendering or failure to render professional services for others (Rothstein).

III. CONCLUSION

The Court declines to exercise its discretion to permit Plaintiffs to file a second amended complaint, more than two years after filing suit and after several years of litigation involving the subject-matter of this case. Plaintiffs argue that they "are entitled to leave to amend because they are capable of stating claims for relief under a reasonable interpretation of the Exclusion." (DE 84 at 16). But no amount of repleading can alter the allegations actually plead in the Underlying Litigation, which are excluded from coverage under the Policies.17 Moreover, the proposed second amended complaint is based on arguments regarding the Policies already presented to, and rejected by, the Court — particularly, Plaintiffs' contention that the Underlying Litigation arises out of internal or regulatory functions and not professional services for others. (See DE 84 at 16).

Were the Court to permit Plaintiffs to file the second amended complaint, Defendants would be entitled to move for dismissal under Rule 12(b)(6), and attach to that motion the draft amended complaint from the Morse Action, the complaint from the D & O Action, and the draft D & O Action complaint — as those documents are undisputed and central to Plaintiff's claims — and the Court would apply the same duty to defend analysis and reach the same conclusion. Consequently, the Court finds that permitting Plaintiffs to file a third complaint would be futile.18 See Burger King Corp. v. Weaver, 169 F.3d 1310, 1320 (11th Cir.1999) ("This court has found that denial of leave to amend is justified by futility when the complaint as amended is still subject to dismissal"); Raja v. Englewood Cmty. Hosp., Inc., No. 8:12-CV-02083-JDW, 2013 WL 5964589, at *3 (M.D.Fla. Nov. 7, 2013) ("The futility threshold is akin to that for a motion to dismiss; thus, if the amended complaint could not survive Rule 12(b)(6) scrutiny, then the amendment is futile and leave to amend is properly denied").

Therefore it is hereby ORDERED AND ADJUDGED that Plaintiffs' motion for leave to amend (DE 84) is DENIED. The Court will enter an order for partial final judgment under Rule 54(b) in a separate opinion.

DONE AND ORDERED in chambers in Miami, Florida, this 14th day of September, 2015.