Ellen Jane Kutten, individually and on behalf of her daughters; Mary Ann Arnold; and Elise Mahler Scharff, on behalf of themselves and all others similarly situated v. Bank of America, N.A. and Bank of America Corporation

Summary

The United States Court of Appeals for the Eighth Circuit affirmed the dismissal of class-action claims against Bank of America as preempted by the Securities Litigation Uniform Standards Act of 1998. The court held that, despite the plaintiffs’ characterization of their claims as fiduciary-duty and related state-law claims, the substance of the allegations involved deceptive or misleading conduct concerning the handling of trust assets and therefore fell within SLUSA preemption.

Holdings

1. SLUSA preempts the plaintiffs' class action claims because, fairly read, the claims alleged deceptive or misleading conduct involving material omissions or nondisclosures in connection with the purchase or sale of covered securities.
2. The plaintiffs' complaint was not materially distinguishable from the complaint in Siepel; changing the characterization from deception or omission to failure to disclose, candor, or honesty did not avoid SLUSA preemption.

Questions Presented

1. Whether SLUSA preempted the plaintiffs' state-law class action claims based on the substance of the allegations rather than the labels attached to the causes of action.
2. Whether the plaintiffs' complaint was materially distinguishable from the complaint in Siepel because it characterized the Bank's conduct as a failure to disclose or be candid rather than as misrepresentation or omission.

Disposition

affirmed