Patrick Earley v. Wachovia Bank, N.A. , 361 F. App'x 699 ( 2010 )

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
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Nos. 09-1714/1757
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Patrick Earley, doing business as *
Tantara Trust, *
*
Appellant/Cross-Appellee, *
* Appeals from the United States
v. * District Court for the
* Western District of Missouri.
Wachovia Bank, N.A.; Wachovia *
Securities, LLC; Wachovia Capital * [UNPUBLISHED]
Markets, LLC, *
*
Appellees/ *
Cross-Appellants. *
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Submitted: January 11, 2010
Filed: January 15, 2010
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Before MURPHY and BYE, Circuit Judges, and STROM,1 District Judge.
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PER CURIAM.
Patrick Earley sued appellees (collectively, "Wachovia"), alleging that
Wachovia unjustly profited from confidential information he provided it while seeking
1
The Honorable Lyle E. Strom, United States District Judge for the District of
Nebraska, sitting by designation.
financing for a real estate venture. The district court2 granted Wachovia's motion for
summary judgment and Earley appealed. We affirm.
In late 2005, Earley began negotiating with Colonial Realty Limited Partnership
to purchase an eighty percent stake in a portfolio of commercial properties valued at
approximately $1 billion. Earley sought a $750 million loan from Wachovia to
finance this venture. Before he provided Wachovia with the information necessary
to underwrite such a loan, the parties executed an agreement under which Wachovia
agreed to keep confidential all nonpublic information Earley disclosed in connection
with the investment and not to "evaluate or pursue an investment in the [target
properties] on any other basis than with or through" Earley. Wachovia did not
ultimately lend Earley any money.
In late 2006, Wachovia served as a financial advisor to Colonial in its effort to
sell the portfolio of properties Earley had sought to buy. Colonial ultimately sold a
majority interest in the properties to another investor and Wachovia received a $7
million fee for its services in connection with the transaction.
Earley commenced this action in the district court, alleging that Wachovia
breached its contract with him by helping Colonial sell the properties to a third party.
He also sought recovery on a theory of unjust enrichment, arguing that Wachovia
wrongfully used the information he provided to secure its role as an advisor in the
sale. The district court granted summary judgment for Wachovia on all claims.
Earley appealed only the judgment on his unjust enrichment claim. We review the
district court's grant of summary judgment de novo, viewing the evidence in the light
most favorable to Earley. Al-Khaldiya Elecs. & Elec. Equip. Co. v. Boeing Co., 571
F.3d 754, 757 (8th Cir. 2009). We may affirm the judgment of the district court on
2
The Honorable Dean Whipple, United States District Judge for the Western
District of Missouri.
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any basis supported by the record. Moore v. Forrest City Sch. Dist., 524 F.3d 879,
885 (8th Cir. 2008).
Earley's unjust enrichment claim fails as a matter of law because he has not
adduced sufficient evidence to allow a reasonable trier of fact to conclude that he
conferred any benefit upon Wachovia. Under Missouri law, "unjust enrichment . . .
occurs where a benefit is conferred upon a person in circumstances in which retention
by him of that benefit without paying its reasonable value would be unjust." ACLU/E.
Mo. Fund v. Miller, 803 S.W.2d 592, 595 (Mo. 1991) (en banc) (internal quotation
marks omitted). "An essential element" of unjust enrichment "is a benefit conferred
upon the defendant by the plaintiff." Id. (internal quotation marks omitted).
Earley argues that he conferred a benefit upon Wachovia by providing it with
confidential information about the deal he sought with Colonial, in particular the idea
and basic structure of the proposed transaction. He has failed, however, to show any
causal link between the information he provided and Wachovia's retention as
Colonial's advisor in the sale of its properties. Wachovia had a preexisting
relationship with Colonial as its investment banker and there is no evidence that it
used Earley's information to secure or advance its role in the sale of the properties at
issue. Indeed, there is no evidence that the Wachovia employees responsible for the
advisory relationship with Colonial were aware of Earley's interactions with
Wachovia. Because Earley is unable to show that Wachovia "was actually able to
realize any benefit" from his information, his unjust enrichment claim fails as a matter
of law. JB Contracting, Inc. v. Bierman, 147 S.W.3d 814, 819 (Mo. Ct. App. 2004).
We therefore affirm the judgment of the district court.3
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3
Because we affirm the judgment below, we deny as moot the relief Wachovia
seeks in its conditional cross appeal.
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