Argued: June 21, 2017
from the United States District Court for the Southern
District of Ohio at Columbus. No. 2:15-cv-03023-James L.
Graham, District Judge.
J. Doucet, DOUCET & ASSOCIATES, CO., L.P.A., Dublin,
Ohio, for Appellant.
M. Ghannoum, BAKER & HOSTETLER LLP, Cleveland, Ohio, for
J. Doucet, Zachary T. Donovan, DOUCET & ASSOCIATES, CO.,
L.P.A., Dublin, Ohio, for Appellant.
M. Ghannoum, Brett A. Wall, Kenneth G. Prabucki, BAKER &
HOSTETLER LLP, Cleveland, Ohio, for Appellee.
Before: SILER, CLAY, and McKEAGUE, Circuit Judges.
Majestic Building Maintenance, Inc., appeals from the order
entered by the district court granting the motion to dismiss
of Defendant Huntington Bancshares, Inc., d/b/a The
Huntington National Bank, thereby dismissing all of
Plaintiff's claims against Defendant for violating the
Uniform Commercial Code, U.C.C. §§ 4-103(a), 4-401,
codified as Ohio Revised Code, O.R.C. §§ 1304.03,
1304.30, whereby Defendant refused to assume liability for
monies paid out of Plaintiff's bank account on four
reasons that follow, we REVERSE the district court's
order of dismissal and REMAND with instructions to allow
Plaintiff an opportunity to amend the complaint and conduct
specializes in commercial cleaning services. In November
2010, Plaintiff, through its president, Luther McNeil
("McNeil"), opened a business checking account with
Defendant and received a "Master Services
Agreement" ("Agreement") that contained the
rules and regulations for business accounts. The section of
the Agreement at issue in this case states:
[W]e have available certain products designed to discover or
prevent unauthorized transactions, including unauthorized
checks and ACH debits, forgeries, and alterations (all such
activities referred to as "fraud"). While no such
product is foolproof, we believe that the products we offer
will reduce the risk of loss to you from fraud. You agree
that if your account is eligible for those products and you
choose not to avail yourself of them, then we will have no
liability for any transaction that occurs on your account