FCS Advisors, LLC v. State of Missouri
Opinion
An investor loaned $20 million to EngagePoint, Inc., which was the prime contractor on a major software project for the State of Missouri. When Missouri terminated the contract and EngagePoint was unable to repay its debts, the investor sued and claimed that Missouri had fraudulently induced the loan and illegally discriminated against EngagePoint. The district court 1 dismissed the lawsuit, and we affirm.
*620 I.
Missouri hired EngagePoint, a minority-owned information-technology company, to redesign the software for its health-benefits programs. Douglas Nelson, the Commissioner of Missouri's Office of Administration at the time, managed the project, which had an estimated cost of $147 million financed through a combination of state and federal funds.
When EngagePoint's costs ballooned, Nelson allegedly encouraged the company to do something to improve its cash flow. Acting on this advice, EngagePoint turned to Brevet Direct Lending - Short Duration Fund, L.P. and its administrative agent, FCS Advisors, LLC (together, "Brevet"), for a loan. Brevet is a private lender engaged in so-called "impact lending," which focuses on promoting social or environmental objectives such as, in this case, supporting a minority-owned business.
Before making the loan, Brevet held a conference call with Nelson, who allegedly "led [Brevet] to believe, in words or substance," that he was pleased with EngagePoint's work and that the company was likely to continue to serve as the prime contractor through the end of the project. Shortly after the call, Brevet approved the loan.
Just days later, however, EngagePoint's role diminished. And within months, Missouri terminated EngagePoint altogether, refused to pay the company for its past work, and found a new prime contractor. This sequence of events left the company unable to repay its loan and Brevet looking for a way to recoup its losses.
Brevet sued Nelson and the State of Missouri in federal district court based on two theories. The first was that Nelson fraudulently induced it into making what turned out to be an ill-advised loan. The second was that Nelson's alleged racial animus toward EngagePoint's "Asian-Indian American management" led to the company's termination, which violated federal anti-discrimination laws. The district court rejected both theories and dismissed Brevet's complaint.
II.
We review the dismissal de novo, "accepting as true the allegations ... and drawing all reasonable inferences in favor of the nonmoving party."
Star City Sch. Dist. v. ACI Bldg. Sys., LLC
,
A.
We begin there. Brevet alleges that Nelson fraudulently induced the loan by leading Brevet to "believe, in words or substance," that EngagePoint would remain through the end of the project. According to the complaint, Nelson had a different plan, which was to terminate EngagePoint, and induced Brevet to complete the loan to protect Missouri's financial interests.
Absent from the complaint, however, are any false representations of material fact.
See
*621
Hess v. Chase Manhattan Bank, USA, N.A.
,
To be sure, making a false "[s]tatement[ ] of present intent,"
Craft v. Metromedia, Inc.
,
B.
Brevet's unlawful-discrimination claims fare no better. The Civil Rights Act of 1866, as amended, protects the "right" of "[a]ll persons" to "make and enforce contracts" and enjoy "all benefits, privileges, terms, and conditions of the contractual relationship" free of racial discrimination.
There are at least two problems with Brevet's theory. The first is that Brevet has not "identif[ied] an impaired 'contractual relationship' under which [
it
] ha[d] rights."
Gregory v. Dillard's, Inc.
,
To the extent Brevet is relying on its own agreement with EngagePoint, its section 1981 claim fails for another reason. Brevet was not "the direct target of discrimination," nor did it experience discrimination based on its "relationship to, association with, or advocacy" for EngagePoint.
Bilello v. Kum & Go, LLC
,
To be sure, the complaint alleges that "Nelson also discriminated against [Brevet] directly by making fraudulent and/or false or materially misleading representations to it because of its association and work with EngagePoint's Asian-Indian American management." But this is a conclusory allegation based on a fraud theory that is itself inadequately pleaded.
See supra
Part II.A. The allegation is also implausible, particularly given that Brevet's complaint identifies independent non-discriminatory reasons for Nelson's actions.
See
Netterville v. Missouri
,
For similar reasons, Brevet has failed to state a claim under Title VI of the Civil Rights Act of 1964, which prohibits racial discrimination "under any program or activity receiving Federal financial assistance." 42 U.S.C. § 2000d. Brevet itself was not a participant in any federal program, so the only way it can sue is if the statute creates a cause of action for those who, like Brevet, have been incidentally harmed by racial discrimination targeted at others.
See
Lexmark Int'l, Inc. v. Static Control Components, Inc.
,
Title VI prohibits being "excluded from," "denied the benefits of," or "subjected to discrimination under" a federally funded program "on the ground of race, color, or national origin." 42 U.S.C. § 2000d. Brevet has not alleged that it has suffered any of these harms. Nor has it alleged that it suffered discrimination because of the "race, color, or national origin" of its owners, managers, or employees.
III.
We accordingly affirm the judgment of the district court.
The Honorable Nanette K. Laughrey, United States District Judge for the Western District of Missouri.
Reference
- Full Case Name
- FCS ADVISORS, LLC; Brevet Direct Lending - Short Duration Fund, L.P. Plaintiffs - Appellants v. State of MISSOURI; Douglas Nelson Defendants - Appellees
- Cited By
- 8 cases
- Status
- Published