Go-Best Assets Ltd. v. Citizens Bank, 79 Mass. App. Ct. 473

Go-Best, a British Virgin Islands entity, invested $5 million with Morris M. Goldings via a scheme in which funds were to be held in a Citizens Bank client account.
Goldings claimed the client account held funds in trust for Go-Best and that later transfers funded a Starwood deal; Go-Best later learned the Starwood deal never existed.
Goldings pleaded guilty to frauds; he was disbarred, and Go-Best sued Citizens Bank and Goldings’s former firm partners for negligence, misrepresentation, and aiding/abetting fraud, fiduciary breach, and conversion.
Citizens Bank moved to dismiss; the judge converted the Rule 12(b)(6) motion to summary judgment based on extrinsic materials.
The partners sought summary judgment; the Superior Court granted both motions, leading to Go-Best’s appeal.
The court reversed as to negligence and aiding/abetting against Citizens Bank, but affirmed other parts and held issues of fact remained about duty, causation, and knowledge.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Citizens Bank owed a duty of care to Go-Best as a nonclient depositor.	Go-Best contends chronic overdrafts and knowledge impose duty to inquire.	Bank had no duty absent client-related knowledge.	Yes, some duty issue remains; not appropriate for early dismissal.
Whether there was proximate causation for Go-Best’s damages.	Record shows chronic overdrafts and failures to report, causing loss.	No link shown between bank’s conduct and specific loss.	Issue of proximate cause should go to jury.
Whether Citizens Bank aided and abetted Goldings’s fraud.	Bank’s actions/inactions amount to substantial assistance with knowledge.	Requires knowledge of specific misuse; evidence insufficient.	Genuine issue of material fact on knowledge and assistance.
Whether Go-Best’s misrepresentation claim satisfied Rule 9(b).	Bank labeled account “client account” implying oversight; misled Go-Best.	Complaint fails to plead specifics of fraud.	Summary judgment proper on misrepresentation claim.
Whether Go-Best stated a claim for conversion and accounting against Citizens Bank.	Bank failed to return funds and breached fiduciary duty.	Insufficient evidence of bank’s direct wrongdoing or fiduciary relationship.	Judgment proper against Go-Best on these counts; others reversed.

Lerner v. Fleet Bank, N.A., 459 F.3d 273 (2d Cir. 2006) (bank liability for fiduciary misappropriation with notice may exist; not monitoring nonclient funds is actionable in proper context)
Amoros v. Home Sav. of Am., FSB, 233 A.D.2d 35 (N.Y. 1997) (trust account misappropriation signals; bank duties may arise with chronic overdrafts)
Eastern Mut. Ins. Co. v. Atlantic Natl. Bank, 260 Mass. 485 (1927) (duty to inquire when notice of wrongdoing exists)
Boston Note Brokerage Co. v. Pilgrim Trust Co., 318 Mass. 224 (1945) (badge of fraud can trigger bank duty to interfere)
Jupin v. Kask, 447 Mass. 141 (2006) (jury issues in negligence; knowledge contested)
Mullins v. Pine Manor College, 389 Mass. 47 (1983) (proximate cause typically jury question)
Spinner v. Nutt, 417 Mass. 549 (1994) (knowledge element for aiding/abetting torts)
Arcidi v. National Assn. of Govt. Employees, Inc., 447 Mass. 616 (2006) (elements of aiding and abetting fiduciary breach)
Gossels v. Fleet Natl. Bank, 453 Mass. 366 (2009) (UCC vs. common-law remedies; relevance to banking liability)
Stop & Shop Cos. v. Fisher, 387 Mass. 889 (1983) (conversion/summary judgment standards context)