Safe-Deposit Box Exculpatory Clauses Bar Cash-Loss Claims Absent Plausibly Pleaded Gross Negligence
(Wright v. TD Bank N.A., 2d Cir. Feb. 11, 2026)

Introduction

Parties: Yvonne Wright (plaintiff-appellant, pro se on appeal) sued TD Bank N.A. (defendant-appellee).
Factual backdrop: Wright alleged that $80,000 in cash went missing from her safe-deposit box at a TD Bank branch in Manhattan.
Claims: breach of contract, negligence, and gross negligence.
Procedural posture: The district court (S.D.N.Y., Castel, J.) dismissed under Rule 12(b)(6), relying largely on exculpatory language in the safe-deposit box rental agreement (the “Agreement”). Wright appealed.
Key issues on appeal: (1) whether the Agreement’s exculpatory provisions barred contract and negligence liability for missing cash; (2) whether Wright plausibly pleaded gross negligence sufficient to overcome contractual limitations; and (3) whether new allegations raised for the first time on appeal could be considered.

Summary of the Opinion

In a nonprecedential summary order, the Second Circuit affirmed dismissal. The court held:

• The Agreement expressly warned against storing currency and required the lessee to assume risks of loss (including loss due to the bank’s negligence), thereby defeating Wright’s breach-of-contract and negligence claims.
• Although New York public policy prevents enforcing exculpatory clauses against gross negligence, Wright’s gross-negligence allegations were conclusory and did not plead facts suggesting reckless indifference or intentional wrongdoing.
• Arguments and allegations (e.g., that a bank employee stole the money or encouraged cash storage) raised for the first time on appeal were forfeited; the court declined to exercise discretion to reach them.

Analysis

Precedents Cited

Pleading and appellate review standards

• Mazzei v. The Money Store, 62 F.4th 88 (2d Cir. 2023): The panel cited Mazzei for the de novo standard of review on a Rule 12(b)(6) dismissal and the requirement to accept well-pleaded facts while drawing reasonable inferences for the plaintiff. This framing mattered because Wright’s success depended on whether her complaint alleged facts, not conclusions, to support gross negligence.
• Triestman v. Fed. Bureau of Prisons, 470 F.3d 471 (2d Cir. 2006): The court reiterated liberal construction of pro se submissions. Importantly, this did not relax the need for plausible factual allegations; it simply ensured the court read Wright’s filings to raise the strongest arguments fairly suggested.
• Hamilton v. Westchester Cnty., 3 F.4th 86 (2d Cir. 2021): Cited for the rule that courts need not credit conclusory allegations or legal conclusions posed as facts. This case supplied the doctrinal lever for rejecting Wright’s generalized assertion that TD Bank “fail[ed] to adequately secure the vault” as insufficient to plead gross negligence.

Considering contract documents on a motion to dismiss; choice of law

• Chambers v. Time Warner, Inc., 282 F.3d 147 (2d Cir. 2002): The panel relied on Chambers to justify considering the Agreement at the pleading stage because it was “integral” to the complaint—Wright’s claims depended on the Agreement’s terms. This prevented Wright from avoiding dismissal by omitting the full contract text from her pleading.
• Krumme v. Westpoint Stevens Inc., 238 F.3d 133 (2d Cir. 2000): Used to support applying the Agreement’s choice-of-law clause and the parties’ non-dispute that New York law governs. The selection of New York law mattered because New York has a well-developed framework for exculpatory clauses and a distinct “gross negligence” carveout grounded in public policy.

Enforceability of exculpatory clauses; safe-deposit boxes; gross negligence carveout

• Abacus Fed. Sav. Bank v. ADT Sec. Servs., Inc., 18 N.Y.3d 675 (2012): The court drew two central propositions from Abacus: (1) parties generally may contract to limit or disclaim liability for negligence; but (2) New York public policy prohibits insulating a party from damages caused by gross negligence. The opinion used Abacus as the bridge between enforcing the Agreement for negligence/contract claims and separately assessing whether gross negligence was plausibly alleged.
• Uribe v. Merchants Bank of New York, 91 N.Y.2d 336 (1998): Uribe was the key safe-deposit box authority. The Second Circuit invoked it for two principles: (1) banks may rent safe-deposit boxes “upon such terms and conditions as may be prescribed” (quoting N.Y. Banking Law § 96[3][b]), subject to unconscionability/public policy constraints; and (2) exculpatory clauses are enforceable where they unequivocally express an intent to relieve the bank from negligence liability, and a clause excluding cash supports rejection of claims for missing currency. The panel treated Wright’s case as squarely within Uribe because the Agreement warned that the box was not intended for “domestic or foreign currency” and assigned to the lessee “all risks” including loss due to the bank’s negligence.
• Levina v. Citibank, N.A., 16 A.D.3d 160 (1st Dep't 2005): Cited as an Appellate Division application of Uribe, reinforcing that a lease barring cash storage and disclaiming liability warrants dismissal when the alleged loss is cash from the box. This gave the panel a close factual analogue under New York law, reducing room for distinguishing Wright’s claims.
• In re Part 60 Put-Back Litig., 36 N.Y.3d 342 (2020): The court relied on Part 60 for the modern articulation of the gross-negligence standard when used to “pierce” contractual limitations: the conduct must “smack of intentional wrongdoing” or show “reckless indifference.” That demanding standard was central to the holding that Wright’s pleadings—asserting loss and generalized security failure—did not cross the plausibility threshold.

Raising new issues on appeal

• Green v. Dep't of Educ. of City of N.Y., 16 F.4th 1070 (2d Cir. 2021): Cited for the “general rule” that appellate courts do not consider issues raised for the first time on appeal. This foreclosed Wright’s attempt to reshape the case on appeal with new allegations about employee theft or inducement to store cash.
• Doe v. Trump Corp., 6 F.4th 400 (2d Cir. 2021): The panel acknowledged discretion to consider forfeited arguments but declined to exercise it, emphasizing Wright’s lack of explanation for not raising the contentions below (and noting she had counsel in district court). Practically, Doe functions here as a limiting principle: discretion exists, but litigants should not bank on it to cure pleading failures after dismissal.

Legal Reasoning

1. Contract terms controlled the negligence and contract theories. The court focused on the Agreement’s express risk allocation: (a) a warning that the box is not intended for currency; and (b) an assumption-of-risk and no-liability clause extending even to loss due to the bank’s negligence. Under New York law, such unequivocal exculpatory language is generally enforceable and defeats claims that are, in substance, attempts to reimpose the disclaimed duty.
2. The gross-negligence “escape hatch” required well-pleaded facts. The panel accepted the public policy rule that gross negligence cannot be waived, but treated that rule as conditional on plausible pleading. Applying the “smacks of intentional wrongdoing / reckless indifference” standard, the court concluded Wright alleged only the end result (missing money) and a generalized accusation of inadequate security, without factual content describing what TD Bank did or failed to do. Under Rule 12(b)(6), that level of generality is not enough.
3. Appellate review was limited to the record and issues preserved below. Wright’s new suggestions—employee theft, employee encouragement, and lack of opportunity to amend—were not presented in the district court, despite her having counsel. The court enforced forfeiture and declined discretionary review, leaving the case to stand or fall on the pleadings as filed.

Impact

Although designated a nonprecedential “Summary Order,” the decision is a clear signal of how the Second Circuit is likely to apply settled New York law in similar disputes:

• Safe-deposit cash-loss claims face steep contractual barriers when the rental agreement excludes currency and includes broad assumption-of-risk and negligence exculpation language. Plaintiffs should expect early dismissal absent additional viable theories not barred by the agreement (and adequately pleaded).
• Gross negligence must be pleaded with concrete factual content, not merely inferred from the occurrence of a loss. Allegations suggesting reckless security practices, known breaches ignored, deliberate violations of internal protocols, or other specifics may be necessary to reach discovery.
• Litigation strategy matters early. The refusal to entertain new allegations on appeal underscores the need to develop factual theories in the complaint, seek leave to amend when appropriate, and preserve arguments in the district court.
• Contract drafting and compliance incentives for banks. Banks are incentivized to use conspicuous exclusions (e.g., currency) and explicit negligence disclaimers, while also ensuring consumer-facing practices do not create conflicting representations that could fuel unconscionability, misrepresentation, or other non-contract theories in future cases.

Complex Concepts Simplified

• Rule 12(b)(6) dismissal: The court assumes well-pleaded facts are true, but it does not accept bare conclusions. The question is whether the complaint states a plausible legal claim.
• Exculpatory clause: A contract term where one party limits or disclaims liability (here, even for its own negligence). New York often enforces these if clearly written and not against public policy.
• Gross negligence (New York): More than ordinary carelessness; it must resemble intentional wrongdoing or reckless indifference. Saying “security was inadequate” without factual detail typically does not meet the standard.
• “Integral” document doctrine: Courts can consider documents central to the complaint (like the governing contract) on a motion to dismiss, even if not attached, to prevent cherry-picking allegations that ignore controlling terms.
• Forfeiture on appeal: Appellate courts usually won’t consider arguments not made in the trial court. Limited discretion exists, but it is not routinely exercised to rescue a party from earlier omissions.

Conclusion

Wright v. TD Bank N.A. reinforces a practical rule under New York law: when a safe-deposit box agreement clearly excludes currency and unequivocally disclaims liability (including for negligence), courts will enforce that allocation of risk at the pleading stage. The principal limitation—New York’s refusal to enforce such clauses against gross negligence—offers no refuge unless the complaint pleads specific facts plausibly showing reckless indifference or intentional wrongdoing. Finally, the decision highlights a procedural lesson: new factual theories and requests to amend should be raised in the district court, not introduced for the first time on appeal.