Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

First Fidelity Capital Markets Inc. v. Reliant Bank

United States District Court, M.D. Tennessee, Nashville Division

July 9, 2019

FIRST FIDELITY CAPITAL MARKETS, INC., Plaintiff,
v.
RELIANT BANK, COMMERCE UNION BANCSHARES, INC. and RELIANT MORTGAGE VENTURES, LLC d/b/a RELIANT BANK MORTGAGE SERVICES, Defendants.

          NEWBERN MAGISTRATE JUDGE

          MEMORANDUM

          WILLIAM L. CAMPBELL, JR. UNITED STATES DISTRICT JUDGE

         Pending before the Court is Plaintiff First Fidelity Capital Markets, Inc.'s Motion for Summary Judgment (Doc. No. 63). Defendants filed a response (Doc. No. 72) and Plaintiff filed a reply (Doc. No. 77). For the reasons stated below, Plaintiff's Motion for Summary Judgment is DENIED.

         I. FACTUAL BACKGROUND

         Plaintiff First Fidelity Capital Markets, Inc. (“First Fidelity”) is a boutique advisory firm that helps companies fix residential mortgage lending operations and increase profitability. (Doc. No. 64 at 1.) In November 2014, First Fidelity engaged in discussions with Defendant Reliant Mortgage Ventures, LLC d/b/a Reliant Bank Mortgage Services (“Reliant”) regarding forming a business relationship.[1] (Doc. No. 73 at ¶ 1.) First Fidelity sent a draft consulting agreement to Reliant dated November 17, 2014, which set First Fidelity's compensation at 40 basis points on the amount of loans funded by the mortgage bankers proposed by First Fidelity and hired by Reliant. (Id. at ¶ 4.) Reliant never signed the draft agreement, at least in part because it viewed the compensation proposal as too high. (Doc. No. 78 at ¶¶ 4-5.) On December 1, 2015, First Fidelity sent Reliant an amended consulting agreement without the 40 basis point compensation, leaving the amount of compensation to be “further outlined in a separate addendum.” (Id. at ¶ 6.) The parties never agreed on the services to be provided by First Fidelity and did not execute the December 1, 2015 agreement. (Id. at ¶¶ 7-8.)

         Communications between the First Fidelity and Reliant ceased until mid-January 2015, when the parties began discussions centered around two mortgage bankers: Kyle Zotter and Mark Considine. In connection with the renewed discussions, on January 25, 2015, First Fidelity and Reliant entered into the Reciprocal Confidentiality and Non-disclosure Agreement (the “Agreement”). (Doc. No. 66-3.)

         Two provisions of the Agreement are at issue: the non-disclosure clause and the non-circumvention clause. The non-disclosure clause requires the parties to keep certain information confidential and to disclose confidential information only within their organizations on a need to know basis. (Id. at 2, section 2.1.) The Agreement specifically provides that the parties will not “disclose to any person that the Confidential Information has been made available to it or that the Discussions are taking place.” (Id.)

         The non-circumvention clause states:

The Parties agree that no effort shall be made to circumvent this Agreement including, in violation of this Agreement, any current or proposed relationships with any First Fidelity Clients or third parties which are formally provided to Reliant Bank Mortgage Services as potential employment candidates by First Fidelity, as part of this agreement.

         First Fidelity introduced Zotter and Considine as potential employment candidates and provided Reliant with their resumes and information about their mortgage origination business. (Doc. 73 at ¶ 11; Doc. No. 80-1 at 3; Doc. No. 80-2 at 1.)

         A few days after executing the Agreement on January 25, 2015, Reliant learned that Elliot Jacobs, CEO of First Fidelity, told Reliant's Group Manager, Sam Preis, about the discussions regarding the potential hire of Zotter and Considine. (Doc. No. 75-1 at ¶ 16.) The parties continued their discussions through at least February 4, 2015. (Doc. No. 80-5 at 7.) By February 6, 2015, the parties had stopped their discussions. (Doc. No. 75-8 at 2.)

         In late March and early April 2015, Reliant hired Zotter and Considine directly. (Doc. No. 73 at ¶ 13.) The parties dispute who among Zotter, Considine, and Reliant initiated the contact after the discussions with First Fidelity ended. (See Doc. No. 75-1 at ¶¶ 19-23; Doc. No. 79-1 at 1.) Zotter worked for Reliant as Senior Mortgage Loan Originator from March 23, 2015 through March 31, 2016. Considine worked for Reliant as Senior Mortgage Loan Originator from April 8, 2015 through March 31, 2016. (Id. at ¶ 15.) While working for Reliant, Zotter and Considine originated $89, 936, 483 and $111, 394, 117 in residential mortgage loans, respectively. (Id. at ¶ 18.)

         Plaintiff First Fidelity filed this action against Reliant alleging breach of contract and moved for summary judgment. (Doc. No. 63.)

         II. ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.