Donnelly v. Branch Banking and Trust Company, 8:13-cv-00852

Background

V. Charles Donnelly and Deborah A. Steffen (pro se) own a 10% fee-simple interest in a commercial/residential lot developed through Solomons Two, LLC; Solomons Two took a BB&T loan secured by the Property and members guaranteed the debt.
The Note matured May 19, 2012 after several extensions; plaintiffs allege extensive negotiations with BB&T (notably VP Carole Taylor) in 2011–2012 to restructure or extend the loan and that they relied on Taylor’s representations.
Donnelly executed an additional deed of trust on his 10% interest after BB&T said it was necessary for further modification; plaintiffs claim reliance on BB&T’s assurances and that they ceased seeking alternative financing.
Communications thereafter differed: BB&T later proposed different terms (shorter extension, no release of co-guarantors), plaintiffs pressed original proposal, BB&T’s counsel required releases/waivers, and separate negotiations with other LLC members occurred.
Plaintiffs filed tort-based claims (negligence, negligent misrepresentation, promissory estoppel, breach of implied covenant) seeking $1,000,000 per count; BB&T moved to dismiss or for summary judgment and to strike the jury demand; plaintiffs moved to stay federal proceedings pending state actions.
Court disposition: denied stay; granted in part and denied in part BB&T’s motion (negligence/negligent misrepresentation survive; promissory estoppel and breach of implied covenant dismissed with prejudice); denied without prejudice motion to strike jury demand.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Motion to stay federal case pending state proceedings	Plaintiffs seek stay while they move to vacate confessed judgments and pursue related state remedies	Stay unnecessary; plaintiffs’ tort claims are independent of guaranty enforceability and staying imposes burden on BB&T	Denied — no adequate justification or risk of duplicative litigation shown
Duty for negligence / negligent misrepresentation	BB&T’s agent made actionable misrepresentations and BB&T assumed obligations (e.g., deed on Donnelly’s 10% interest) creating reliance and harm	Lender owed no special tort duty; claims barred or subject to dismissal	Denied — complaint alleges sufficient special circumstances to plausibly impose a duty; claims survive dismissal at this stage
Applicability of Maryland Credit Agreement Act to tort claims (promissory estoppel)	Plaintiffs contend an oral promise induced reliance	BB&T argues the Act bars enforcement of oral credit agreements or modifications	Promissory estoppel dismissed with prejudice — claim seeks enforcement of oral modification and is barred by the Act
Breach of implied covenant of good faith and fair dealing	BB&T prevented plaintiffs’ performance and negotiated secretly with other members	Loan did not obligate BB&T to extend or refrain from dealing with others; claim seeks to enforce oral modification	Dismissed with prejudice — no plausible allegation that BB&T prevented contractual performance; independent cause not recognized
Motion to strike jury demand (contractual jury waiver)	Plaintiffs argue waiver unenforceable because of limitations/novation; factual disputes remain	BB&T points to jury-waiver provisions in Promissory Note and Guaranty Agreements	Denied without prejudice — premature to strike until factual record on whether claims arise from loan documents or other transactions is developed

Key Cases Cited

Landis v. N. Am. Co., 299 U.S. 248 (stay of proceedings standard)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleading)
Ashcroft v. Iqbal, 556 U.S. 662 (pleading standard distinguishing conclusions from factual allegations)
Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
Jacques v. First Nat’l Bank of Md., 515 A.2d 756 (Md. 1986) (when lender may owe tort duty beyond contract)
Parker v. Columbia Bank, 604 A.2d 521 (Md. Ct. Spec. App. 1992) (bank–customer special circumstances and duty analysis)
Pease v. Wachovia SBA Lending, Inc., 6 A.3d 867 (Md. 2010) (Maryland Credit Agreement Act and scope for tort claims)