Florida Implied Covenant Claims Require an Identified Breach of an Express Contract Term (and Account-Closure Discretion Defeats “Arbitrary” Closure Theories)

I. Introduction

In Sam Lewis v. JPMorgan Chase Bank, N.A. (11th Cir. Aug. 19, 2026) (unpublished, per curiam), a pro se cardholder, Sam Lewis, sued JPMorgan Chase Bank, N.A. (“Chase”) after Chase closed his personal and business credit-card accounts. Lewis alleged he had maintained the accounts for 27 years with a “perfect payment history” and that Chase closed them “unilaterally” and “without prior notice,” causing financial harm (loss of available credit, credit-score damage, and business opportunity losses).

The key issues were (1) whether Lewis stated a plausible claim for breach of contract or for breach of the implied covenant of good faith and fair dealing under Florida law; (2) whether a contract permitting account closure “without notice for any or no reason” was “illusory”; (3) whether declaratory relief could stand absent a viable underlying cause of action; and (4) whether Lewis should have been granted leave to amend again.

II. Summary of the Opinion

The Eleventh Circuit affirmed dismissal under Rule 12(b)(6) and affirmed denial of leave to file a second amended complaint. The court held:

  • Lewis’s implied-covenant claim failed because he did not identify any express contractual provision that Chase breached, and Florida law does not permit an implied-covenant claim that contradicts express terms or exists in the absence of an express breach.
  • The agreement was not illusory merely because Chase reserved discretion to terminate accounts; the contract imposed other binding obligations on Chase.
  • Declaratory relief failed because the Declaratory Judgment Act does not itself supply jurisdiction or a standalone cause of action; without a viable underlying claim, Lewis’s request for a declaration could not proceed.
  • Leave to amend was properly denied as futile because Lewis’s proposed amendment would still assert only an implied-covenant theory without an identifiable breach of an express term.

III. Analysis

A. Precedents Cited

1. Pleading standards and Rule 12(b)(6)

  • Caterpillar Fin. Servs. Corp. v. Venequip Mach. Sales Corp., 147 F.4th 1341 (11th Cir. 2025): Provided the de novo standard for reviewing a Rule 12(b)(6) dismissal.
  • Edwards v. Prime, Inc., 602 F.3d 1276 (11th Cir. 2010): Reinforced that courts accept factual allegations as true and construe them favorably to the plaintiff at the motion-to-dismiss stage.
  • Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007), and Ashcroft v. Iqbal, 556 U.S. 662 (2009): Supplied the “plausibility” requirement; conclusory assertions of wrongdoing (“arbitrary” closure) cannot substitute for facts showing a contractual breach.

2. Considering documents attached to a motion to dismiss

  • Day v. Taylor, 400 F.3d 1272 (11th Cir. 2005): Allowed the district court to consider the cardmember agreement attached to the motion to dismiss because it was central to the claims and undisputed, avoiding conversion to summary judgment.

3. Implied covenant of good faith and fair dealing under Florida law

  • Burger King Corp. v. Weaver, 169 F.3d 1310 (11th Cir. 1999): The controlling anchor for the court’s disposition—an implied-covenant claim fails if it (a) contradicts express terms or (b) is not tied to a breach of an express term. The panel emphasized Burger King Corp.’s “dooms” language where a plaintiff cannot identify an express provision breached.
  • QBE Ins. Corp. v. Chalfonte Condo. Apartment Ass'n, Inc., 94 So. 3d 541 (Fla. 2012): Supplied Florida Supreme Court framing: the implied covenant protects reasonable expectations in light of express terms and cannot be used as an independent, free-floating basis for liability; it also cannot contravene express terms.

4. Illusory contract / mutuality

  • Rojas v. Univ. of Fla. Bd. of Trs., 419 So. 3d 593 (Fla. 2025): Quoted for the general principle that lack of mutual enforceability renders a contract illusory.
  • Pan Am Tobacco Corp. v. Dep't of Corr., 471 So. 2d 4 (Fla. 1984): Provided the classic Florida articulation: if one party can choose whether to perform, mutuality may fail. The court relied on this line but distinguished Lewis’s circumstances because Chase still had binding duties.
  • Johnson Enters. of Jacksonville, Inc. v. FPL Grp., Inc., 162 F.3d 1290 (11th Cir. 1998), and Maccaferri Gabions, Inc. v. Dynateria Inc., 91 F.3d 1431 (11th Cir. 1996): Supported the proposition that courts avoid interpretations that destroy mutuality and that a promise is illusory only when it imposes “no obligation at all.”

5. Declaratory judgment limits

  • Sellers v. Nationwide Mut. Fire Ins. Co., 968 F.3d 1267 (11th Cir. 2020), and Malowney v. Fed. Collection Deposit Grp., 193 F.3d 1342 (11th Cir. 1999): Confirmed that the Declaratory Judgment Act (28 U.S.C. § 2201) does not independently create jurisdiction or a standalone claim; there must be an “actual controversy” supported by a viable cause of action.

6. Amendment and futility; issues raised first on appeal

  • Corsello v. Lincare, Inc., 428 F.3d 1008 (11th Cir. 2005), and Hall v. United Ins. Co. of Am., 367 F.3d 1255 (11th Cir. 2004): Established the review framework and the futility rule: leave may be denied when the amended complaint would still be dismissed.
  • Access Now, Inc. v. Sw. Airlines Co., 385 F.3d 1324 (11th Cir. 2024): Used to reject new factual/contention material raised for the first time on appeal.

B. Legal Reasoning

  1. Contract as the organizing center of the dispute. Lewis’s theories (breach, implied covenant, declaration) depended on the terms of the cardmember agreement. Under Day v. Taylor, the court treated the agreement as properly considered on a motion to dismiss because it was central and undisputed.
  2. Implied covenant claim requires an anchor in an express term. Accepting Lewis’s factual allegation that the closures were “arbitrary,” the court held that Florida law—via Burger King Corp. v. Weaver and QBE Ins. Corp. v. Chalfonte Condo. Apartment Ass'n, Inc.—does not allow an implied-covenant claim unless the plaintiff can identify an express contractual provision that was breached (and the implied covenant cannot override an express termination right). Because Lewis neither alleged nor identified a breached express term, his implied-covenant claim failed as a matter of law.
  3. Termination discretion did not make the agreement illusory. The panel rejected the “illusory contract” framing because Chase still owed concrete obligations (e.g., lending credit, crediting payments the same day received). Under Pan Am Tobacco Corp. v. Dep't of Corr., Johnson Enters. of Jacksonville, Inc. v. FPL Grp., Inc., and Maccaferri Gabions, Inc. v. Dynateria Inc., a contract is not illusory where mutual obligations remain even if one party has a termination right.
  4. Declaratory relief fell with the substantive claims. Under Sellers v. Nationwide Mut. Fire Ins. Co. and Malowney v. Fed. Collection Deposit Grp., declaratory judgment is a remedy, not an independent vehicle to recover for alleged harms. Once the court found no viable breach or implied-covenant claim, Lewis’s request for declaratory relief lacked an independent foundation.
  5. Futility foreclosed further amendment. Lewis sought to amend again only to assert a single implied-covenant count based on “arbitrary exercise of contractual discretion.” The court held this would remain legally defective for the same reason: no identified breach of an express term. Under Hall v. United Ins. Co. of Am., denial of leave was not an abuse of discretion.

C. Impact

  • Implied-covenant claims in Florida remain tightly constrained. The decision reinforces that plaintiffs challenging discretionary contractual conduct must plead (and ultimately prove) how the conduct breaches a specific express contractual provision; “unfairness” or “arbitrariness” alone will not survive dismissal where the agreement authorizes the conduct.
  • Consumer and small-business banking disputes will turn on contract text. Where cardmember agreements reserve broad closure rights, claims are likely to be dismissed unless the plaintiff can plead a contractual limit (e.g., a notice requirement, a condition precedent, or a specific promise restricting termination) that was violated.
  • Procedural lesson: remedy selection cannot substitute for a cause of action. Requests for declaratory judgments will not salvage a complaint if the underlying substantive claims fail.
  • Appellate discipline for pro se litigants. The citation to Access Now, Inc. v. Sw. Airlines Co. underscores that new facts or theories generally cannot be introduced for the first time on appeal.

IV. Complex Concepts Simplified

Rule 12(b)(6) dismissal
A case can be dismissed at the pleading stage if, even assuming the plaintiff’s factual allegations are true, the complaint does not plausibly show a legal right to relief.
“Plausibility” (Twombly/Iqbal)
The complaint must include enough concrete facts to support a reasonable inference of liability—not just labels like “arbitrary” or “unfair.”
Implied covenant of good faith and fair dealing
A background duty that parties will act honestly and not sabotage the contract’s benefits—but in Florida it cannot rewrite the deal or create liability unless tied to an express contractual obligation that was breached.
Illusory contract
A purported agreement that binds one party to nothing (no real obligation). A termination clause does not automatically make a contract illusory if other enforceable duties remain.
Declaratory judgment
A court declaration of rights; it is a remedy and requires an actual, justiciable controversy grounded in an independent legal claim.
Futility of amendment
Courts need not allow an amendment if the proposed new complaint would still be dismissed for the same legal defect.
Central-document doctrine (Day v. Taylor)
Courts may consider an undisputed document attached to a motion to dismiss (like a contract) when the complaint’s claims depend on it.

V. Conclusion

The Eleventh Circuit’s decision affirms a strict Florida rule: a claim for breach of the implied covenant of good faith and fair dealing cannot proceed unless the plaintiff identifies a breached express contract term and the implied covenant does not contradict the agreement’s express allocation of discretion. The court also confirms that broad termination rights do not, by themselves, render a credit-card agreement illusory when other binding obligations exist, and that declaratory relief cannot substitute for a viable cause of action. Practically, the opinion signals that challenges to bank account closures must be pleaded as contract-interpretation disputes grounded in specific contractual limitations—not generalized allegations of unfairness.