John BAKER; Margaret Baker; Elaine Coopersmith; Arnold Coopersmith, on behalf of themselves and all others similarly situated, v. SUMMIT BANK, John Baker, Arnold Coopersmith, Appellants, 46 F. App'x 689

OPINION OF THE COURT McKEE, Circuit Judge. John Baker, Margaret Baker, Elaine Coopersmith and Arnold Coopersmith, on behalf of themselves and all those similarly situated, appeal the decisions of the District Court dismissing their claims against Appellee Summit Bank, the successor indenture trustee of debt indentures owned by Appellants. Initially, the District Court granted Appellee’s Rule 12(b)(6) motion to dismiss the state law count of the complaint. Subsequently, the District Court granted

summary judgment in favor of Appellee pursuant to Fed.R.Civ.P. 56 on the remaining counts of the complaint brought under the Trust Indenture Act of 1939, 15 U.S.C. § 77aaa et seq. on December 10, 2001. For the following reasons, we will affirm the decisions of the District Court. Because we write only for the parties and the District Court who are familiar with the factual and procedural background of this lawsuit, we need not recite the history of this case. We have reviewed the District Court’s September 17, 1999 opinion dismissing Count IV of Appellants’ complaint.

This count consisted of a claim against Appellee under the Pennsylvania Unfair Trade Practices and Consumer Protection Act, 73 P.S. §§ 201 et seq. We believe that the District Court properly applied Algrant v. Evergreen Valley Nurseries Ltd. Partners, 126 F.3d 178 (3d Cir.1997), and correctly determined that Summit Bank’s mere involvement as Indenture Trustee of the securities in question did not bring its conduct within the ambit of the Pennsylvania statute. Therefore, we will affirm the dismissal of Count IV substantially for the reasons set forth in the District Court opinion.

We will also affirm the District Court’s grant of

summary judgment in favor of Summit Bank under Fed.R.Civ.P. 56. It is well settled that under the Trust Indenture Act, the obligations of the Indenture Trustee are limited to the terms of the Indenture. Thus, prior to default, the Indenture Trustee owes the debenture holders no fiduciary duties beyond any that may be required by the Indenture instrument. See' 15 U.S.C. § 77ooo(a); Lorenz v. CSX Corp., 1 F.3d 1406 (3d Cir.1993); Meckel v. Cont’l Res. Co., 758 F.2d 811, 816 (2d Cir.1985).

After our review of the record in this case, we believe the District Court correctly determined that prior to default, the relevant Indentures impose no duty to affirmatively evaluate the Obligors’ apparently precarious financial condition or to prevent the certification of apparently genuine debt certificates of the Obligator. Its duties were explicitly spelled out in the Indenture instruments, and its duties did not include a duty to perform the acts that Appellants now contend Appellee should have performed.

Moreover, we agree with the District Court’s conclusion that Appellee did carry out its pre-default duties reasonably and in accordance with the Indenture and did not have a conflict of interest in its role as trustee. Therefore, we will affirm the District Court substantially for the reasons set forth in the court’s December 11, 2001 opinion. For the foregoing reasons, we will affirm the decisions of the District Court. . The District Court had jurisdiction over Appellants claims under the Trust Indenture Act pursuant to 28 U.S.C. § 1331.

The District Court exercised supplemental jurisdiction over Appellants' Pennsylvania state law claim pursuant to 28 U.S.C. § 1367. We have jurisdiction over this appeal under 28 U.S.C. § 1291. Our review of the District Court’s dismissal is plenary. See Trump Hotels and Casino Resorts, Inc. v. Mirage Resorts, Inc., 140 F.3d 478, 483 (3d Cir.1998). Our review of the District Court's grant of

summary judgment is de novo. See In re IKON Office Solutions, Inc., 277 F.3d 658, 665 (3d Cir.2002).