This section contains the nature of the case and procedural background.

For many years, P held its corporate bank accounts with D. Before September 2021, P and D had an agreement in place that all wire transfers from a P bank account required dual authority and approval of two persons, with one of the approvals required to come from P's president, William Moore. At the end of September 2021, a company owned by Moore, PacMoore Process Technologies, LLC (PPT), sold substantially all of its assets to an unrelated entity called Glanbia. PPT had its own, separate bank account(s) at D. Sometime after the sale of the PPT assets, and without the approval of Moore and P, D unilaterally changed the agreed-upon authorization process required for wire transfers from both PPT's and P's bank accounts. D designated Kenneth Tatina, Glanbia's controller but not an employee of P, as the single approver for wire transfers from both PPT's and P's accounts. P claims that neither Moore nor anyone else at P approved this change. Moore discovered the change on February 1, 2022. Moore immediately emailed Mark Staunton, an executive vice president at D and PacMoore's primary contact there, seeking an explanation for the unapproved change. Staunton did not respond. P claims that Moore sent Staunton another re-mail on February 7, 2022, stating that the changes D made regarding P's account were without his consent and stating all wire transfers had to be approved by both Tatina and Moore. Staunton responded on February 9, 2022. Moore expressed his disapproval of D's actions and that PPT's accounts were being used by Glanbia and should be separate from P's account. He advised Staunton, 'Your team should be separating those accounts immediately . . . .' Staunton did not separate the P and PPT accounts for authorization purposes. This left Tatina as the sole approver with authority to okay wire transfers from P's bank account at D. Moore did not carry out his threat to close his and his company's accounts at D, and in the short term, decided to work within the new arrangement that P alleges D had unilaterally established. On May 17, 2022, Moore asked Tatina to initiate a wire transfer and wire a balance of funds in P's bank account to Moore's personal Merrill Lynch account. Tatina asked Moore for his personal bank account information. An unknown third-party hacker intercepted Tatina's e-mail to Moore and provided Tatina with wire transfer information for the hacker's account at KeyBank, not Moore's account. Tatina proceeded to initiate a wire transfer at D to send $207,018.83 from the PacMoore account to the KeyBank account. D wired the money based on Tatina's order without seeking authorization from Moore. The hacker got the money. P sued D, and D moved to dismiss.

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