[ DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT

________________________ No. 14

- 10952 Non

- Argument Calendar

________________________ D.C. Docket No. 1:13

- cv - 21127

- MGC

ARBITRAJES FINANCIEROS, S.A., a Venezuelan corporation, Plaintiff

- Appellant,

v ersus
BANK OF AMERICA, N.A., a national banking association, ROSEMONT FINANCE CO RPORATION, a dissolved Florida corporation, Defendants

- Appellee s.

_______________ _________ No. 14

- 11167 Non

- Argument Calendar

________________________ Case: 14-10952 Date Filed: 03/26/2015 Page: 1 of 92 D.C. Docket No. 1:12

- cv - 21367

- MGC

INVIERTAL FINANCIAL MANAGERS, S.A., a Panamanian corporation, Plaintiff

- Appellant,

versus
BANK OF AMERICA, N.A., a national banking association, Defendant

- Appellee, ROSEMONT FINANCE CORPORATION, a dissolved Florida corp oration, Defendant.

________________________ Appeals from the United States District Court for the Southern District of Florida

________________________ (March 26, 2015) Before MARTIN , JULIE CARNES and FAY , Circuit Judges.
PER CURIAM: Arbitrajes Financieros, S.A , and Inviertal Financial Managers, S.A. , appeal the district court’s dismissal of their complaints seeking damages against Bank of America, N.A. (BANA). After careful conside ration of the parties’ briefs, we

Case: 14-10952 Date Filed: 03/26/2015 Page: 2 of 93 affirm the district court’s order dismiss ing a ppellants’ negligence and Florida Uniform Commercial Code claims because a ppellants have not establish ed that they had a fiduciary relationship with BANA

. We also affirm the d istr ict court’s dismissal of the aiding

- and

- abetting claims , because a ppellants do not allege facts which plausibly suggest that BANA had actual knowledge of Rosemont’s breach of fiduciary duty

. I. Background Appellants are foreign bond traders that specialize in the sale of Venezuelan Bolivar bonds, converting the proceeds into U nited States currency. Under s tate and f ederal guidelines, certain licenses and registrations are required to hold U

. S

. bank accounts. Without U.S. accounts , foreign compan ies like a ppellants must obtain the assistance of a licensed and registered fund transmitter to conduct their business

. To that end, a ppellants entered into agreements with Rosemont Finance Corporation, a money transmission company. Rosemont represented to appellants that it had an ongoing relationship with BANA under which it had created accoun ts for other bond trading companies. Rosemont opened BANA bank account s on behalf of Arbitrajes and Inviertal , in each case signing a “standard deposit agreement” that set forth the terms between Rosemont (the only n amed account holder) and BANA.

Case: 14-10952 Date Filed: 03/26/2015 Page: 3 of 94 In March 2009 , t he United States Government seized both accounts as part of a m oney - laundering investigation

. 1 Appellants entered into settlements wi th the Department of Justice , by which they agreed to forfeit a portion of funds that were held in the BAN A accounts. This was because neither a ppellants nor Rosemont had the proper licenses or registration to hold the accounts. In virtually identical actions, a ppellants sued BANA and Rosemont to recover their forfeited assets. 2 Appellants s eek to hold BANA liable for Rosemont’s fraudulent actions , asserting claims for negligence, violation of the
UCC , and aiding and abetting Rosemo nt’s breach of fiduciary duty. After permitting both a ppellants to amend their complaint s , the district court granted BANA’s motion s to dismiss with prejudice because a ppellants failed as a matter of law to state any claim for relief against BANA. Inviertal filed a Motion to Al ter Judg ment or, in the Alternative, for Leave to File Second Amended Complaint, which the di strict court denied as futile. Appellants timely appealed.
II. Negligence Claims Appellants first challenge the district court’s dismissal of their negligence claims

. To succeed, a ppellants must plead facts sufficient to establish that (1) BANA owed them a duty of care; (2) BANA breached that duty; (3) the breach caused their injury ; and (4) they suffered damages. See Miles v. Naval Aviation

1 Rosemont’s President later plead ed guilty to money laundering. 2 Appellants allege diversity jurisdiction, and Florida law governs.

Case: 14-10952 Date Filed: 03/26/2015 Page: 4 of 95 Museum Found. , 289 F.3d 715 , 722 (11th Cir. 2002). Appellants claimed that BANA’s duty of care required it to “verify that all licens e es and r egistrations were up to date.” Under Florida law, a bank does not have a fiduciary relationship with its standard deposit account customers , but instead owes only a duty of ordinary

care in arms

- length transactions. See First Nat’ l Bank and Trust Co. of the Treasurer Coast v. Pack , 789 So. 2d 411, 414 (Fla. 4th DCA 2001); Maxwell v. First United Bank , 782 So. 2d 931, 934 (Fla. 4th DCA 2001)

. This ordinary duty does not require BANA to act fo r the benefit or protection of a ppellants, or to disclose facts that a ppellants could have discovered through their own diligence.
See Maxwell , 782 So. 2d at 934

. Thus, under the duty of ordinary care, BANA would not be required to verify Rosemont’s licenses and registration. Appellants insist they had a fi duciary relationship with BANA, which required BANA to sati sfy a heightened duty of care. Fiduciary relationships can be created expressly or impliedly under Florida law. Capital Bank v. MVB, Inc. , 644 So. 2d 515, 518 (Fla. 3d DCA 1994) . Implied fiduciary relationships can arise “when ‘ confidence is reposed by one party and a trust accepted by the other. ’ ” Id. (quoting Dale v. Jennings , 90 So. 175, 179 (Fla. 1925))

. In considering whether a fiduciary relationship exists, c ourts may also consider whether the bank “1) takes on extra services for a customer, 2) receives any greater economic benefit than

Case: 14-10952 Date Filed: 03/26/2015 Page: 5 of 96 from a typical transaction, or 3) exercises extensive control.” Capital Bank , 644 So. 2d at 519

. A ppellants do not claim to have an express fiduciary relationship with
BANA. Indeed, t he account agreements explicitly disclaim such a relationship: “[O]u r deposit relationship with you is that of debtor and creditor. This A greement and the deposit relationship do not create a fiduciary, quasi

- fiduciary or special relationship between us.”
N either did appellants adequately plead facts that show an implied relationship. To support their claim that extra services were provided, appellants point to specialized technology that BANA provided to allow appellants to make wire transfers more quickly than other customers

. Yet the case appellants rel y
upon to support the idea that BANA took on “extra services” seems to require services that transform the relationship to “exceed [the role] of a lender,” for example by offering advice or directly orchestrating non

- banking transactions. Capital Bank , 644 So. 2d at 520. BANA’s specialized technology does not reach this threshold. To support their claim that BANA received a “ greater economic benefit ” that created a fiduciary relationship , appellants argue that BANA collected extra fees by retaining the int erest on the account deposits instead of distributing it to appellants. Howev er, during the time these account were on deposit, f ederal law Case: 14-10952 Date Filed: 03/26/2015 Page: 6 of 97 prohibited BANA f rom paying interest on a ppellant s ’ accounts

. See 12 C.F.R. § 217.3 (“Regulation Q”) (repealed Jul y 21, 2011). Thus, the “extra” fees appellants allege BANA received were in fact mandated by law

. Though a ppellants allege that they placed their trust in BANA, they point to no facts that show BANA , in turn, a ccepted a ppellants’ confidence and trust.
A ppellants highlight certain conversations between BANA and Rosem ont about the accounts, but they point to no conversations sufficient to create a fiduciary relationship between a ppellants and BANA. B ased on this lack of a fiduciary relations hip with BANA , the district court rightly rejected appellants’ negligence claims.
III. UCC Claims Count II of a ppellants’ complaints alleges that BANA violated Article 4 of Florida’s Uniform Commercial Code by not acting in good faith and exercising ordinary care with respect to the item it handles. Fla. Stat. § 674.103(1). Their UCC claims rely on the idea that BANA’s duty of “ordinary care” encompasses an obligation to mak e sure that Rosemont had the proper licenses and registrations

ne eded to serve as a registered fund transmitter for appellants

. However, Florida do es not impose such a duty on banks for their non

- fiduciary, ordinary customer

Case: 14-10952 Date Filed: 03/26/2015 Page: 7 of 98 transactions. 3 See Maxwell , 782 So. 2d at 934. A ppellants’ UCC claims were therefore properly dismissed as well.
IV. Aide r and Abettor Liability Under Florida law, a ppellants must establish four elements to succeed on their claim that BANA aided and abetted Rosemont’s breach of fiduciary duty: (1)
Rosemont owed a fiduciary duty to a ppellants; ( 2) which Rosemont breached; (3) BANA knew about Rosemont’s breach; and (4) it substantially as sisted with Rosemont’s breach. See In re Caribbean K Line, Ltd. , 288 B.R. 908, 919 (S.D. Fla. 2002) ; Ft. Myers Dev. Corp. v. J.W. McWilliams Co. , 122 So. 264, 268 ( Fla. 1929)

. The district court dismissed a ppellants’ claims because they could not establish that BANA knew of any alleged breach, much less assisted with it.
Because each of these elements is required, and the failure of any one of them is decisi ve, we address only the third element requiring BANA’s knowledge of Rosemont’s breach. Appellants allege only that BANA “had knowledge ” of Rosemont’s breaches of fiduciary duty

— including Rosemont’s representation to

a ppellants that it had the proper licen ses and registrations; Rosemont’s telling

a ppellants they did not need to register or get licenses; and Rosemont’s failing to inform a ppellants that such licenses and registrations were required . In support of this allegation, appellants allege that Rosem ont “ advised [BANA] that it

3 We need not reach the question of whether a ppellants were customers of BANA, o r whether BANA would have owed a ppellants this duty of care in the context of a fiduciary relationship.

Case: 14-10952 Date Filed: 03/26/2015 Page: 8 of 99 committed the aforementioned acts prior to . . . open[ing] the [a ppellants’] [a] ccount[s]

. ” At the same time, however , a ppellants’ complaints allege that Rosemont’s former president “advised [BANA] that Rosemont was going to obtain the appropriate money transmission lic ense and registration . . . .” Of course
BANA c ould not have known about the breach if Rosemont hid its fraud by saying it would get th e registrations and licenses. Similar to the facts addressed by this
court in Lawrence v. Bank of America , N.A. , 455 Fed. App ’ x 904, 907 (11th Cir. 2012) (per curiam) , a ppellants point to no other facts show ing that BANA had actual knowledge of Rosemont’s actions. Because appellants failed to sufficiently allege BANA had actual knowledge of Rosemont’s breach, the district court properly dismissed their aiding and abetting claims as well. AFFIRMED. Case: 14-10952 Date Filed: 03/26/2015 Page: 9 of 9