Wilmington Trust headquarters in Delaware. Photo: RevelationDirect via Wikimedia Commons

The U.S. Court of Appeals for the Third Circuit ruled Tuesday that Wilmington Trust Co. was under no contractual obligation to prevent abuses that led a European commercial bank to lose a $168 million investment in 15 residential mortgage-backed securities trusts.

The ruling, from a three-judge panel of the Philadelphia-based appeals court, rejected IKB International S.A.'s bid to revive the breach-of-contract suit, which accused Wilmington Trust of standing “idly by” while other participants in the trusts drained them of their value.

Despite a “bevy of abusive and negligent conduct” by sellers, servicers and managers, the panel said Wilmington Trust, as the owner trustee, was tasked only with the general duty “to administer the trust” had no supervisory role under two agreements governing the arrangements.

“This general duties provision cannot bear the weight plaintiffs place on it,” Judge Anthony Joseph Scirica said in a 15-page nonprecedential opinion.

“Plaintiffs would have us bootstrap, from these four words, an overriding duty to protect the trusts, jettisoning provisions explicitly disclaiming WTC's responsibility to act,” he wrote.

IKB sued Wilmington Trust in 2016, five years after a massive reporting scandal led to the bank's collapse and subsequent fire sale to M&T Bank. According to the 100-page complaint, sellers throughout the securitization chain had stuffed the trusts with toxic mortgages, while other servicers carelessly serviced the loans. IKB said that Wilmington Trust was obligated to protect the trusts but failed to act in the face of the “rampant breaches.”

U.S. Judge John E. Jones III, visiting in the District of Delaware, dismissed the complaint last May, rejecting IKB's claims for breaches of contract and the implied covenant of good faith and fair dealing.

On appeal, Scirica said a set of agreements laid out only limited “ministerial” duties on Wilmington Trust, which charged a modest $3,000 annual fee to execute documents and accept legal process on behalf of the trusts. The governing agreements, however, did not impose any obligation on Wilmington Trust to ensure that other parties complied with their duties.

“WTC agreed to perform only the modest functions enumerated in the Trust Agreement, and the Governing Agreements otherwise shield WTC from the liability asserted,” Scirica said.

“It is true the Trust Agreement affords WTC broad discretion to act. But Plaintiffs cannot convert this discretion into a contractual obligation,” he said.

Attorneys from both sides were not immediately available Wednesday afternoon to comment on the decision.

IKB was represented on appeal by John M. Lundin and John McFerrin-Clancy of Schlam Stone & Dolan in New York and Kurt M. Heyman and Samuel Taylor Hirzel II of Heyman Enerio Gattuso & Hirzel in Wilmington.

Wilmington Trust was represented by Stephan Hornung and Michael Luskin of Luskin, Stern & Eisler in New York and Stephen B. Brauerman and Sara E. Bussiere of Bayard in Wilmington.

The case was captioned IKB International v. Wilmington Trust.