September 22, 2025
A U.S. district court has granted a motion to dismiss Bancrédito Holding’s direct and derivative shareholder complaint against Driven Administrative Services, the liquidation trustee, citing a forum-selection clause and lack of jurisdiction.
In a significant legal development, the United States District Court for the District of Puerto Rico has granted a motion to dismiss Bancrédito Holding Corporation’s “First Amended Verified Direct Complaint and Derivative Shareholder Complaint” against Driven Administrative Services, LLC, who serves as the liquidation trustee for Bancrédito International Bank & Trust Corporation. Justia Law
Bancrédito Holding Corporation (BHC), as the sole shareholder of the nominal defendant bank, brought both direct and derivative claims alleging that the Trustee, Driven, breached fiduciary duties, acted negligently, and committed violations under Puerto Rico corporate law during the liquidation. Justia Law+1
Specifically, BHC alleged that Driven mismanaged assets, failed to cooperate in the liquidation process, refused to provide access to books and records, and improperly sold or disposed of valuable artworks, among other claims. Justia Law+1
On July 11, 2024, Judge Camille L. Vélez-Rivé signed the order granting Driven’s Motion to Dismiss. Justia Law
The court held that many of the claims were governed by a mandatory forum-selection clause in a prior settlement agreement among Bancrédito, the bank, OCIF (Puerto Rico’s financial regulator), and Driven. Under that agreement, OCIF has exclusive jurisdiction to hear certain disputes arising under the “Receivership Documents” including the Liquidation Plan, Receivership Order, and related agreements. Justia Law
The court also dismissed the claims under Puerto Rico’s Article 7.10 of the General Corporations Act (inspections of books/records) for lack of subject-matter jurisdiction, since those claims must be brought in Puerto Rico’s Court of First Instance. Justia Law
This decision means that Bancrédito’s shareholder claims against Driven for breach of fiduciary duty, negligence, and the alleged asset mismanagement cannot now proceed in federal district court. Instead, many must be filed in OCIF’s administrative proceedings or in Puerto Rico’s state courts where jurisdiction is proper under the agreements. Justia Law
The judgment underscores the power of forum-selection clauses and regulatory agreements in determining where disputes must be litigated, especially in cases involving receiverships, financial regulation, and trustee duties.
For depositors, shareholders, and legal counsel, this ruling may delay some accountability or asset recovery efforts but conforms to legal constraints set by previous settlement agreements.
