On August 4, 2025, the U.S. District Court for the Southern District of New York granted Metropolitan Commercial Bank’s motion to dismiss a complaint by the plan administrator for the Voyager Wind-Down Debtor for failure to state a claim while denying its motion to dismiss for lack of standing. The court, however, gave the plan administrator a final opportunity to replead. Before its July 2022 bankruptcy, Voyager operated a digital asset trading platform with more than 3.5 million users and $5.6 billion in customer assets. Metropolitan, in turn, acted as the custodian of a “for the benefit of” account pursuant to which Metropolitan provided Voyager cash management and payment concentration services and allegedly gave Voyager’s platform a false sense of legitimacy—including through the misrepresentation that Voyager customers’ assets were FDIC-insured. Precipitated by risky loans to third-party borrowers, Voyager entered Chapter 11 bankruptcy, during which over 30,000 former Voyager customers assigned their claims against Metropolitan (and others) to the plan administrator. In November 2024, the plan administrator brought a 53-count complaint against Metropolitan, centrally alleging that the bank facilitated Voyager’s ability to falsely market its platform as safe, licensed, and FDIC-insured.
In rejecting Metropolitan’s motion to dismiss for lack of standing, the court explained that assignments made pursuant to bankruptcy reorganization plans supersede state anti-assignment laws and that there was no dispute over the integrity of the assignment of claims. To that end, it called Metropolitan’s objections to the assignment of claims “an improper and belated collateral attack” on the confirmation order that should have been brought at the time the plan was confirmed.
Before addressing the merits of MCB’s motion to dismiss for failure to state a claim, the court declined to relax Rule 9(b)’s heightened pleading standard for fraud claims. Unlike a court-appointed trustee who may sue proactively on behalf of others not yet identified or in contact with the trustee, the plan administrator had access to the assignors and to discovery in the bankruptcy proceeding. Accordingly, the trustee was not appropriately viewed as a detached third party bringing a protective complaint. Under the “with particularity” pleading standard, the allegations sounding in fraud were deficient. The court found that the complaint lacked any particularized factual allegation that any of the assignors relied on any alleged misrepresentation or omission, whether by Metropolitan or Voyager; did not allege a non-speculative causal chain between Metropolitan’s actions and any assignor’s loss; and did not plausibly plead Metropolitan’s actual knowledge. The court also held that the plan administrator failed to plausibly allege an agency or partner relationship between Voyager and the bank with respect to the complaint’s securities claims. Finally, the court dismissed the complaint’s unjust enrichment claims for duplicating the dismissed fraud claims and because it found that an adequate remedy at law existed. Out of a claimed solicitude for the assignors, the court gave the plan administrator a final opportunity to replead, with the expectation that any new action(s) would “no longer aggregate dissimilar claims” but, instead, include factual allegations particular to assignors.
The case is Wyse v. Metro. Comm. Bank, No. 24-cv-9108 (S.D.N.Y. Aug. 4, 2025). The plan administrator is represented by McDermott Will & Emery, LLP and Vinson & Elkins LLP. Metropolitan is represented by Zukerman Gore, Brandeis & Crossman, LLP. The opinion is available here.
