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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

GRAINMARKET, LLC,

Plaintiff,

v.

PNC BANK, N.A., et al.,

Defendants.

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Civil Action No. 3:22-CV-2419-X

MEMORANDUM OPINION AND ORDER

Grainmarket, LLC (“Grainmarket”) fell prey to a hacker who wired thousands 

of dollars out of Grainmarket’s bank account. Seeking to recover that money, 

Grainmarket sued the two banks involved in that transaction—PNC Bank, N.A. 

(“PNC”) and Bank of America, N.A. (“BofA”) (collectively, “the banks”). The banks 

now move to dismiss. [Docs. 13, 15]. For the reasons below, the Court GRANTS

those motions and DISMISSES WITH PREJUDICE Grainmarket’s common-law 

claims—for negligence and breach of contract—against both banks and its Electronic 

Fund Transfers Act (“EFTA”) claim against BofA. The Court DISMISSES 

WITHOUT PREJUDICE Grainmarket’s Article-4A claim against PNC.

I. Factual Background

Grainmarket imports and sells groceries in the greater Dallas area. 

Grainmarket has a business bank account at PNC, which routinely receives large 

wire transfers, and two Grainmarket employees are administrators of that account. 

On April 13, 2022, a hacker hijacked Grainmarket’s PNC account and wired $172,000 

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to the hacker’s BofA account on the west coast. PNC promptly froze Grainmarket’s 

account and asked BofA to put a hold on the funds. BofA didn’t put that hold on those 

funds, and the hacker wired the money out of his account.

Originally, Grainmarket sued PNC and BofA in Texas state court. The banks 

removed to this Court and now move to dismiss. Grainmarket never responded to 

either motion.

II. Legal Standard

Under Federal Rule of Civil Procedure 12(b)(6), the Court evaluates the 

pleadings by “accepting all well-pleaded facts as true and viewing those facts in the 

light most favorable to the plaintiff.”1 To survive a motion to dismiss, “a complaint 

must contain sufficient factual matter, accepted as true, to state a claim to relief that 

is plausible on its face.”2 A claim is facially 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.”3

III. Analysis

The Court analyzes Grainmarket’s common-law and statutory claims in turn.4

1 See Stokes v. Gann, 498 F.3d 483, 484 (5th Cir. 2007) (per curiam).

2 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (cleaned up).

3 Id.

4

 BofA also moves to dismiss for lack of personal jurisdiction. “[I]n cases with (1) multiple 

defendants, (2) indisputable personal jurisdiction over at least one defendant, and (3) a collective 

challenge by all defendants to the legal merits of a claim, a court may address the legal merits first 

and, if it dismisses the claim, decline to address personal jurisdiction.” Shields of Strength v. U.S. 

Dep’t of Def., No. 6:21-CV-00484, 2023 WL 3293279, at *8 (E.D. Tex. May 5, 2023). Because the Court 

dismisses with prejudice all claims against BofA, the Court declines to decide the personal-jurisdiction 

issue.

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A. Common-Law Claims

Grainmarket’s common-law claims are preempted. In Texas Business and 

Commerce Code § 4A, the Texas Legislature adopted the Uniform Commercial Code 

(“UCC”). “The provisions of [Article] 4A are intended to exclusively determine ‘the 

rights, duties, and liabilities of the affected parties in any situation covered by 

particular provisions of the Article.’”

5

 Conversely, “where the circumstances differ 

from the situations outlined in [Article] 4A, [Article] 4A is not the exclusive means by 

which a plaintiff can seek to redress an alleged harm arising from a funds transfer.”6 

So the issue here is whether Article 4A governs the situation described in the 

complaint. It does. Here, Grainmarket accuses PNC of flouting the parties’ “agreed 

security procedure” by which PNC was supposed to “verify that a payment order or 

communication is actually between the bank and its customer.”7 But Article 4A 

governs situations in which “a bank and its customer have agreed that the 

authenticity of payment orders . . . will be verified pursuant to a security procedure.”8 

Likewise, Grainmarket complains that BofA allowed the fraudster to withdraw the 

money instead of “properly honor[ing] both Plaintiff’s and PNC’s stop payment 

request.”9 But Article 4A also governs whether a bank is “obliged to pay the amount 

5 Consorcio Indus. de Construccion Titanes, S.A. de C.V. v. Wells Fargo Bank, N.A., No. 3:10-

CV-2111-K, 2012 WL 13019678, at *2 (N.D. Tex. July 12, 2012) (Kinkeade, J.) (quoting TEX. BUS. &

COM. CODE § 4A-102 cmt.).

6 Id. (cleaned up).

7

 Doc. 10 at 4.

8

 TEX. BUS. & COM. CODE § 4A.202(b).

9

 Doc. 10 at 4.

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of [a payment] order to the beneficiary of the order.”10 Accordingly, the UCC governs 

the subject matter of this suit, and it preempts those common-law claims.

Because Grainmarket’s common-law claims are preempted, any amendment 

would be futile. Accordingly, the Court DISMISSES WITH PREJUDICE

Grainmarket’s common-law claims against PNC and BofA.

B. Statutory Claims

Grainmarket brings an EFTA claim against BofA. EFTA only applies to 

“consumer[s],” who it defines as “natural person[s],” and to “account[s],” which it 

defines as accounts “established primarily for personal, family, or household 

purposes.”11 This case involves a bank account established for business purposes—

not personal purposes. So Grainmarket’s EFTA claim fails.

Grainmarket also brings an Article-4A claim against PNC. But, in support of 

that claim, Grainmarket states only that “PNC Bank is liable for violations of Article 

4A of the Uniform Commercial Code”—sans further explanation.12 That statement 

is entirely conclusory, and “conclusory allegations or legal conclusions masquerading 

as factual conclusions will not suffice to prevent a motion to dismiss.”13 Without 

citing to a specific provision of Article 4A or explaining its theory of how PNC violated 

10 TEX. BUS. & COM. CODE § 4A.404(a).

11 See 15 U.S.C. § 1693a(2), a(6).

12 Doc. 10 at 5.

13 Taylor v. Books A Million, Inc., 296 F.3d 376, 378 (5th Cir. 2002) (cleaned up).

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it, Grainmarket’s allegations aren’t sufficient to put PNC on notice of the grounds for 

Grainmarket’s claim against it.

Because Grainmarket’s EFTA claim fails under the statutory definitions, it 

cannot succeed as a matter of law, and amendment would be futile. Thus, the Court 

DISMISSES WITH PREJUDICE that claim. Because Grainmarket’s Article-4A 

claim merely fails to provide PNC with notice, the Court DISMISSES WITHOUT 

PREJUDICE that claim.

IV. Conclusion

For the foregoing reasons, the Court DISMISSES WITH PREJUDICE

Grainmarket’s common-law claims against PNC and BofA and its EFTA claim 

against BofA. The Court DISMISSES WITHOUT PREJUDICE Grainmarket’s 

Article-4A claim against PNC. Grainmarket may file an amended complaint within 

28 days, providing factual allegations that make its Article-4A claim plausible.

IT IS SO ORDERED this 23rd day of June, 2023.

___________________________________

BRANTLEY STARR

UNITED STATES DISTRICT JUDGE

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