Rule 9(b) Pleading Defects Establish Fraudulent Joinder, and Ohio’s Uniform Fiduciary Act Shields Banks Absent “Actual Knowledge” or “Bad Faith”

Case: Vivy Voutsiotis v. PNC Bank, NA (6th Cir. June 8, 2026)  |  Court: U.S. Court of Appeals for the Sixth Circuit  |  Author: Chief Judge Sutton

Contents

  1. Introduction
  2. Summary of the Opinion
  3. Analysis
  4. Complex Concepts Simplified
  5. Conclusion

1. Introduction

This appeal arises from the collapse of an investment scheme run by Constantine Antonas, who solicited millions from members of a northeast Ohio Greek Orthodox community through entities he founded (Antonas Capital Management, LLC and Epitome Investment Fund, LP). After Antonas lost substantial investor money and falsified documents to conceal the losses—then died by suicide—multiple suits followed in Ohio courts. This case is the investors’ fourth suit, targeting not Antonas or his estate, but the bank that serviced his accounts.

The plaintiffs (the “Investor Group”) sued PNC Bank, NA, and a PNC employee, Demetrios P. Koutrodimos, in Ohio state court, alleging that PNC and Koutrodimos facilitated or failed to stop Antonas’s misappropriations. PNC removed to federal court on diversity grounds, contending that Koutrodimos (the only non-diverse defendant) was fraudulently joined to defeat diversity jurisdiction under 28 U.S.C. § 1332. The district court (1) denied remand, (2) dismissed Koutrodimos, and (3) dismissed the claims against PNC for failure to state a claim. The Sixth Circuit affirmed across the board.

The core issues were:

  • Removal/Jurisdiction: Whether Koutrodimos was fraudulently joined, permitting removal despite his shared Ohio citizenship with some plaintiffs.
  • Merits/Pleading: Whether the complaint plausibly stated claims against PNC and whether Ohio’s Uniform Fiduciary Act barred those claims absent “actual knowledge” or “bad faith.”

2. Summary of the Opinion

The court held that the Investor Group lacked any “colorable basis” for relief against Koutrodimos, so his joinder was fraudulent and did not defeat diversity jurisdiction. Specifically, the fraud claim failed Rule 9(b)’s particularity requirements; Ohio does not recognize a tort of aiding and abetting fraud; and the “civil liability for criminal acts” and civil conspiracy theories failed because the complaint did not plausibly allege that Koutrodimos shared the principal’s criminal intent (purpose) to steal.

On the remaining claims against PNC, the court held that Ohio’s Uniform Fiduciary Act (Ohio Rev. Code §§ 5815.06, 5815.08) barred liability because the complaint did not plausibly allege that PNC acted with “actual knowledge” of Antonas’s breach or with “bad faith” as Ohio law defines it. The complaint also independently failed under Federal Rules of Civil Procedure 8 and 9(b), including because Ohio generally imposes no duty of care to non-customers and because the fraud theories lacked particularity and an actionable duty to disclose.

3. Analysis

A. Precedents Cited

1) Diversity jurisdiction, removal, and fraudulent joinder

  • Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267 (1806): Reaffirmed the complete-diversity baseline for 28 U.S.C. § 1332 analysis.
  • Ala. Great S. Ry. Co. v. Thompson, 200 U.S. 206 (1906), and Wecker v. Nat'l Enameling & Stamping Co., 204 U.S. 176 (1907): The foundational anti-evasion principle—federal courts will not “sanction devices” meant to defeat a defendant’s removal right.
  • Chesapeake & O.R. Co. v. Cockrell, 232 U.S. 146 (1914), and Sixth Circuit doctrine: The court framed fraudulent joinder as turning on whether the plaintiff lacks a “colorable basis” for relief.
  • Casias v. Wal-Mart Stores, Inc., 695 F.3d 428 (6th Cir. 2012): Central to the court’s method: fraudulent-joinder review uses pleading-stage standards and allows consideration of materials outside the pleadings for the limited purpose of identifying “undisputed facts that negate the claim.”
  • Ohio ex rel. Yost v. Ascent Health Servs., LLC, 165 F.4th 999 (6th Cir. 2026): Cited for applying pleading-stage standards to fraudulent joinder.
  • Alexander v. Elec. Data Sys. Corp., 13 F.3d 940 (6th Cir. 1994), and Coyne v. Am. Tobacco Co., 183 F.3d 488 (6th Cir. 1999): Burden and standard of review; and the rule that “ambiguities in the controlling state law” are construed in favor of remand—though the court found no ambiguity here on key points (notably aiding-and-abetting-fraud).

2) Fraud pleading and Rule 9(b) in the fraudulent-joinder context

  • Berk v. Choy, 607 U.S. 187 (2026): Cited for the proposition (as framed by the panel) that Rule 9(b) governs fraud pleading in federal court.
  • Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007): Invoked to underscore that Rule 9(b) requires concrete circumstances—not speculation.
  • Wall v. Mich. Rental, 852 F.3d 492 (6th Cir. 2017), and United States ex rel. Hurt v. Walgreen Co., 846 F.3d 879 (6th Cir. 2017): Provided the Sixth Circuit’s operative articulation of Rule 9(b): the “time, place, and content” of misrepresentations; scheme; intent; injury; and the maxim that Rule 9(b) “demands specifics.”
  • Pace v. Cirrus Design Corp., 93 F.4th 879 (5th Cir. 2024): Used as persuasive support for the proposition that fraud claims failing Rule 9(b) cannot defeat fraudulent-joinder allegations.

3) Ohio concealment-based fraud and the duty to disclose

  • Williams v. Aetna Fin. Co., 700 N.E.2d 859 (Ohio 1998): The elements of Ohio common-law fraud.
  • Universal Real Est. Sols., Inc. v. Snowden, 26 N.E.3d 1272 (Ohio Ct. App. 2014), and State v. Warner, 564 N.E.2d 18 (Ohio 1990): Defined the limited circumstances under which nondisclosure can constitute actionable fraud (fiduciary/special relationship; or a duty to correct a prior statement made misleading by later knowledge).
  • Miles v. Perpetual Sav. & Loan Co., 388 N.E.2d 1367 (Ohio 1979): Illustrative example: once a party speaks, it may have a duty to disclose later-learned facts that make its statement misleading.
  • Huntington Nat'l Bank v. Schneider, 269 N.E.3d 226 (Ohio 2025), and Textron Fin. Corp. v. Nationwide Mut. Ins. Co., 684 N.E.2d 1261 (Ohio Ct. App. 1996): Used to reject a duty-to-disclose theory where no special relationship and no prior statement exist.
  • First Nat'l Bank of Toledo v. Stewart Petroleum & Drilling, No. L-84-017, 1984 WL 6612 (Ohio Ct. App. Aug. 17, 1984): Reinforced that absent the prerequisites (relationship or prior statement), concealment does not substitute for misrepresentation.

4) No aiding-and-abetting-fraud tort under Ohio law

  • DeVries Dairy, L.L.C. v. White Eagle Cooperative Association, Inc., 974 N.E.2d 1194 (Ohio 2012): The Supreme Court of Ohio’s refusal to recognize “tortious acts in concert,” which the panel treated as fatal to “aiding and abetting fraud” theories.
  • Fed. Mgt. Co. v. Coopers & Lybrand, 738 N.E.2d 842 (Ohio Ct. App. 2000); Collins v. Nat'l City Bank, No. 19884, 2003 WL 22971874 (Ohio Ct. App. Dec. 19, 2003); Sacksteder v. Senney, No. 24993, 2012 WL 4480695 (Ohio Ct. App. Sept. 28, 2012); Wells Fargo v. Smith, No. CA2012-04-006, 2013 WL 938069 (Ohio Ct. App. Mar. 11, 2013): Intermediate appellate consensus before and after DeVries, supporting the Sixth Circuit’s “no ambiguity” conclusion.
  • Est. of Barney v. PNC Bank, Nat'l Ass'n, 714 F.3d 920 (6th Cir. 2013): Treated as controlling Sixth Circuit guidance that Ohio law does not recognize aiding-and-abetting-fraud and that UFA standards are demanding.

5) Civil liability for criminal acts and intent requirements

  • Ohio Rev. Code §§ 2913.02(A) (theft), 2923.03(A)(2) (complicity), and 2307.60(A)(1) (civil action for criminal acts), plus Buddenberg v. Weisdack, 161 N.E.3d 603 (Ohio 2020): Established that civil recovery may follow criminal conduct even without a conviction, but the underlying criminal elements—especially intent—still must be plausibly alleged.
  • State v. Johnson, 754 N.E.2d 796 (Ohio 2001), and Harasyn v. Normandy Metals, Inc., 551 N.E.2d 962 (Ohio 1990): Key mens rea rule: an aider and abettor must “share the criminal intent of the principal,” and theft requires “purpose” to deprive—an intent the complaint did not attribute to Koutrodimos or PNC.

6) Ohio Uniform Fiduciary Act (“UFA”)—actual knowledge and bad faith

  • Ohio Rev. Code §§ 5815.06 and 5815.08: Provided the substantive shield for banks that honor fiduciary transactions, absent “actual knowledge” or “bad faith.”
  • Master Chem. Corp. v. Inkrott, 563 N.E.2d 26 (Ohio 1990): The central definitional authority: “actual knowledge” means awareness at the moment of the transaction that the fiduciary is defrauding the principal; “bad faith” requires facts “so cogent and obvious” that passivity amounts to deliberate evasion (willful blindness), including policies of not scrutinizing suspicious transaction classes.
  • Nations Title Ins. of N.Y., Inc. v. Bertram, 746 N.E.2d 1145 (Ohio Ct. App. 2000): Reinforced the high bar for bad faith; suspicious transactions and failure to inquire—even amid questionable payees—are generally insufficient without “obvious” indicators triggering willful-blindness inferences.
  • W. Ohio Colt Racing Ass'n v. Fast, No. 10-08-15, 2009 WL 737776 (Ohio Ct. App. Mar. 23, 2009), and Savin v. Cent. Tr. Co., 666 N.E.2d 332 (Ohio Ct. App. 1995): Supported the proposition that “should have known” negligence concepts do not substitute for UFA “actual knowledge,” and that cash withdrawals are not per se obvious wrongdoing.
  • Tsepas v. JPMorgan Chase Bank, N.A., No. 2016CA00177, 2017 WL 1250801 (Ohio Ct. App. Apr. 3, 2017): Used to reject plaintiff efforts to introduce extra-textual factors (like fiduciary youth/inexperience) into the UFA analysis.

7) Pleading-stage dismissal based on affirmative defenses and other pleading deficiencies

  • Marsh v. Genentech, Inc., 693 F.3d 546 (6th Cir. 2012): Supported dismissal when the complaint’s own allegations establish a defense.
  • Advantage Renovations, Inc. v. Maui Sands Resort, Co., No. E-11-040, 2012 WL 1493826 (Ohio Ct. App. Apr. 27, 2012): Cited against recognizing a non-customer duty-of-care theory for banks premised on risk-creating conduct.
  • Greer v. Strange Honey Farm, LLC, 114 F.4th 605 (6th Cir. 2024): Emphasized that Rule 9(b) requires enough detail to put defendants on notice of the specific fraudulent course of conduct alleged.
  • Chiarella v. United States, 445 U.S. 222 (1980), and Schulman v. Wolske & Blue Co., L.P.A., 708 N.E.2d 753 (Ohio Ct. App. 1998): Reinforced that disclosure duties in fraud-by-omission settings are rooted in fiduciary or similar special relationships.

B. Legal Reasoning

1) Fraudulent joinder: “colorable basis” measured by pleading-stage standards, including Rule 9(b)

The court applied the Sixth Circuit’s fraudulent-joinder framework: removal is proper where the removing defendant shows no “colorable basis” for relief against the non-diverse defendant. Critically, the panel treated this inquiry as aligned with pleading-stage standards and held that a fraud claim that does not meet Rule 9(b) cannot supply the needed “colorable” claim to defeat removal.

The opinion’s operational move is doctrinally significant: it imports federal pleading rigor into the jurisdictional gatekeeping function. Here, because the complaint alleged no specific misrepresentation by Koutrodimos—no “time, place, and content” of any statement, and no reliance—the fraud count failed Rule 9(b) and thus could not block removal.

2) Use of “undisputed facts” (affidavits) to negate joinder

Relying on Casias v. Wal-Mart Stores, Inc., the court approved the district court’s consideration of affidavits stating that Koutrodimos had no responsibility for Antonas’s accounts and had no duty to approve any transactions. The panel found these facts “undisputed” and independently fatal to the theory that Koutrodimos furthered the fraud.

The court also rejected plaintiff attempts to manufacture disputes from generic email-signature language (“As your Relationship Manager…”) and from routine communications about wire fees and check clearing, characterizing them as ordinary banking interactions that do not plausibly imply fraudulent involvement or knowledge.

3) Ohio law: no concealment fraud without a relationship or a prior statement

Plaintiffs tried to salvage the absence of an affirmative misrepresentation by arguing fraudulent concealment—i.e., a duty to tell investors about suspicious activity. The court applied Ohio’s two-path omission doctrine (Universal Real Est. Sols., Inc. v. Snowden; State v. Warner) and found neither path pleaded: no fiduciary/special relationship between Koutrodimos and the investors, and no prior statement by Koutrodimos that would become misleading absent disclosure.

4) Ohio law: “aiding and abetting fraud” is not a recognized tort

For both Koutrodimos and PNC, the court treated “aiding and abetting fraud” as categorically non-cognizable in Ohio, grounded in DeVries Dairy, L.L.C. v. White Eagle Cooperative Association, Inc. and consistent intermediate appellate authority. This eliminated an entire class of theories commonly pleaded in financial-facilitation cases.

5) Civil liability for criminal acts and civil conspiracy require purposeful participation

Plaintiffs attempted to impose civil liability for criminal complicity in theft and to plead civil conspiracy. The court emphasized that complicity requires shared criminal intent (State v. Johnson), and theft requires “purpose” to deprive. Allegations that a bank employee (or the bank) knew about suspicious transactions did not plausibly plead that the defendant intended to steal. The same intent deficit undermined civil conspiracy, which requires purposeful commission of the underlying wrong.

6) The Ohio Uniform Fiduciary Act as a pleading-stage bar absent “actual knowledge” or “bad faith”

On the merits against PNC, the court treated the UFA as dispositive at the motion-to-dismiss stage because the complaint’s allegations, even accepted as true, did not plausibly satisfy the statute’s narrow exceptions:

  • “Actual knowledge” (from Master Chem. Corp. v. Inkrott) requires awareness at the moment of the transaction that the fiduciary is defrauding the principal—not that the bank “should have known.”
  • “Bad faith” requires “cogent and obvious” facts such that passivity amounts to deliberate evasion (willful blindness), not mere failure to inquire amid suspicious circumstances (reinforced by Nations Title Ins. of N.Y., Inc. v. Bertram).

The complaint’s inventory of transactions—wire transfers (including to Canada), cashier’s checks, cash withdrawals, transfers to persons/entities allegedly unrelated to the business, and a relatively small transfer into Antonas’s personal account—did not, in the court’s view, amount to “obvious” illegality. The court rejected arguments that Antonas’s youth or inexperience changes the UFA analysis.

7) Independent pleading failures: duty, Rule 9(b), and plausibility

Even putting the UFA aside, the court found no plausible negligence claim because Ohio generally imposes no duty of care from banks to non-customers, and the complaint alleged inaction (failure to report) rather than affirmative risk creation. The fraud claims against PNC independently failed Rule 9(b) for lack of dates, actors (beyond the non-culpable Koutrodimos), a defined duty to disclose, and facts showing PNC knew the investors’ identities or owed them any special duty. The court rejected attempts to analogize to accountant-report cases, noting that Fed. Mgt. Co. v. Coopers & Lybrand declined to extend those principles to fraud claims and, in any event, involved a bounded known group—not an amorphous set of unknown investors.

C. Impact

The opinion’s most consequential effects are procedural and financial-institutional:

  • Removal practice in the Sixth Circuit: Plaintiffs seeking to defeat diversity by naming a local bank employee must plead a viable claim at federal pleading standards; for fraud-based joinder theories, Rule 9(b) specificity may be decisive at the jurisdictional threshold.
  • Evidentiary posture at remand: Defendants can use affidavits to establish “undisputed facts” negating the non-diverse defendant’s connection to the alleged wrongdoing, narrowing the space for artful pleading to block federal jurisdiction.
  • Ohio banking-liability litigation: The decision reinforces that the Ohio Uniform Fiduciary Act meaningfully insulates banks from third-party investor claims arising from fiduciary misconduct unless plaintiffs can plead (and later prove) contemporaneous “actual knowledge” or “bad faith” (willful blindness to “cogent and obvious” indicators).
  • Substantive claim selection in Ohio: The court’s reiteration that Ohio does not recognize “aiding and abetting fraud” pushes plaintiffs toward alternative theories (if any exist on the facts), while also tightening the viability of civil complicity and conspiracy claims absent well-pleaded purposeful intent.

4. Complex Concepts Simplified

  • Fraudulent joinder: A doctrine preventing a plaintiff from blocking federal diversity jurisdiction by naming a local defendant against whom there is no realistic legal claim.
  • “Colorable basis” for relief: A minimally plausible claim under applicable pleading standards; if the claim is legally nonexistent or inadequately pleaded, it cannot keep a non-diverse defendant in the case for jurisdictional purposes.
  • Rule 9(b): A heightened federal pleading rule for fraud requiring specific facts (who said what, when/where, how it was false, intent, and how it harmed the plaintiff), not general accusations.
  • Ohio Uniform Fiduciary Act (UFA): A statute allocating loss when a fiduciary misuses funds through a bank. Banks are generally not liable for honoring fiduciary transactions unless they had actual knowledge of the breach or acted in bad faith.
  • Actual knowledge vs. “should have known”: “Actual knowledge” is real awareness; “should have known” is negligence. The UFA exceptions require the former (or willful blindness), not the latter.
  • Bad faith (UFA): More than suspicious circumstances; it implies deliberate avoidance of the truth in the face of glaring red flags.
  • Civil liability for criminal acts (Ohio): A civil plaintiff may sue for damages caused by criminal conduct, but must still plausibly allege the elements of the underlying crime—especially intent.

5. Conclusion

Voutsiotis v. PNC Bank, NA delivers a clear two-part message: (1) jurisdictionally, plaintiffs cannot defeat diversity by naming a local bank employee unless the complaint states a genuinely viable claim—fraud theories must meet Rule 9(b) and may be tested against undisputed extrinsic facts; and (2) substantively, Ohio’s Uniform Fiduciary Act sharply limits bank liability for fiduciary misappropriation, demanding plausible allegations of contemporaneous “actual knowledge” or “bad faith” (willful blindness), not hindsight-labeled “red flags.” In doing so, the Sixth Circuit tightens both the pathway to remand and the pathway to liability in investor-versus-bank litigation arising from fiduciary fraud.