Summary
In Flatirons Bank v. Eastern Point Trust Company (Case No. 2:25-cv-00222-KHR), Judge Kelly H. Rankin GRANTED Defendant EPTC’s Motion to Dismiss on January 27, 2026. Flatirons Bank (a Colorado entity) alleged that EPTC (a U.S. Virgin Islands/Virginia entity) interfered with Flatirons’ contracts with Wyoming municipalities through pre-litigation cease-and-desist letters.
- The Court dismissed the Flatirons Bank complaint without prejudice, primarily for lack of personal jurisdiction and EPTC’s immunity under the Petition Clause—deficiencies the Order noted were evident from the outset due to Flatirons’ failure to plead facts establishing forum targeting or the applicability of the “sham petition” exception.
- The Order also sharply criticized Flatirons’ counsel for submitting pleadings that were legally deficient, factually inconsistent, and based on misrepresented case law.
Supplemental Material Deficiencies in Facts and Pleadings
The Court identified significant flaws in how Flatirons Bank constructed its complaint and legal arguments, reflecting that the basis for filing in Wyoming was flawed from the beginning in light of the Court’s jurisdictional and Petition Clause rulings. The dismissal was driven by Flatirons’ failure to plead facts supporting personal jurisdiction and the “sham petition” exception, and by the Court’s finding that Flatirons’ briefing contained “blatant misstatements of law.”
1. Factual Deficiencies in Pleading the “Sham Petition” Exception
Flatirons attempted to overcome EPTC’s Petition Clause immunity by arguing that EPTC’s cease-and-desist letters were “sham petitions.” The Court found this allegation materially deficient because:
- Failure to Allege Objective Baselessness: The “sham” exception requires allegations supporting that the challenged petitioning activity was objectively baseless. The Court found Flatirons “included no allegations adequately refuting the objective reasonableness of EPTC’s actions.”
- Contradictory Admissions: Flatirons’ own pleadings undermined its argument. The complaint acknowledged EPTC’s underlying claims regarding stolen IP and infringement. The Court noted that because Flatirons “acknowledges EPTC’s claims of infringement and theft,” the complaint actually demonstrated that EPTC had an objectively reasonable basis to send the letters.
- Irrelevant Subjective Intent: Flatirons focused entirely on EPTC’s subjective intent (to harm a competitor), which the Court ruled was irrelevant because Flatirons failed the first step of proving the actions were objectively baseless.
2. Legal Deficiencies in Pleading Personal Jurisdiction
The Court found Flatirons’ jurisdictional allegations insufficient to satisfy Due Process:
- Concession of Arguments: Flatirons failed to argue that EPTC’s online publications established jurisdiction in its pleadings, which the Court treated as a concession that those facts were inadequate.
- Misalignment of Injury and Forum: Flatirons argued that EPTC targeted Wyoming, but the facts pleaded showed the alleged injury (economic loss) occurred in Colorado, where Flatirons is based. The Court ruled that Flatirons failed to plead facts showing EPTC targeted Wyoming itself, rather than a plaintiff who happened to have contracts there.
- Professional Deficiencies in Citation and Argument
The Court explicitly reprimanded Flatirons for pleadings that lacked candor:
Fabricated Legal Holdings: Flatirons cited Scott v. Hern for a holding regarding a
“sham exception” that the case did not contain.
Misrepresentation of Outcomes: Flatirons cited CSMN Investments as a case where
dismissal was reversed, when in reality, the Tenth Circuit affirmed the dismissal . The
Court labeled these as “blatant misstatements of law” that cast doubt on counsel’s
diligence.
Admonishments and Criticisms (see page 23 and 24 of Order below)
The Court delivered exceptionally strong admonitions concerning the conduct of Flatirons’ legal counsel.
On False and Misleading Citations:
Pleadings containing blatant misstatements of law are unacceptable, not only hampering
judicial efficiency but also casting doubt on the pleading attorneys’ diligence and candor
to the court.”
On Procedural Failures (Amendment):
The Court denied Flatirons’ request to amend the complaint because it was made as a “naked request” within a response brief rather than a formal motion. The Court stated, “We have long held that bare requests for leave to amend do not rise to the status of a motion”.
Wyoming Ruling on Validity of “Browser Wrap” Forum Selection Clause
Flatirons next argues “[l]itigating the claims in the Complaint where the
municipalities, evidence, and witnesses are located promotes judicial efficiency.” [ECF
No. 18, at 20]. EPTC contends litigating in Virginia would create the most efficient forum
“because most witnesses and evidence related to the validity of the underlying declaratory
judgement claims are located there.” [ECF No. 15, at 16]. EPTC also points to litigation in
the Eastern District of Michigan acknowledging the validity of its browser wrap forum
selection clause and claims acting in accordance with the clause would further judicial
efficiency by preventing duplicative litigation. Id. (citing Pitt, McGehee, Palmer, Bonmani
& Rivers, P.C. v. E. Point Tr. Co., No. 23-CV-10166, 2023 WL 7924705 (E.D. Mich.igan)
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Term Check SIDEBAR
Clickwrap/Browsewrap
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- Clickwrap vs. Browsewrap Agreements and When To Use Them January 20, 2026
Dismissal Without Prejudice
Petition Clause
Res Judicata
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Comments from Flatirons Bank
I reached out to Flatirons Bank for comment on Judge Rankin’s decision, on January 28, 2026. The bank’s response, provided through Chanel McDowell, Vice President of Marketing and Client Experience, was:
“Flatirons Bank is dissatisfied with the Court’s ruling on personal jurisdiction; however, the lawsuit was dismissed without prejudice, permitting the refiling of the lawsuit. Consequently, Flatirons Bank will continue to address this matter through the court system.”
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