Hamlin Tec, Inc. v. JPMorgan Chase Bank N.A.

                 UNITED STATES DISTRICT COURT                            
                 NORTHERN DISTRICT OF ILLINOIS                           
                       EASTERN DIVISION                                  

HAMLIN TEC, INC.,               )                                         
                               )                                         
         Plaintiff,            )                                         
                               )       No. 23 C 3415                     
    v.                         )                                         
                               )       Judge Sara L. Ellis               
JPMORGAN CHASE BANK N.A.,       )                                         
                               )                                         
         Defendant.            )                                         

                      OPINION AND ORDER                                  
    On January 19, 2022, an unknown third party contacted Plaintiff Hamlin Tec, Inc. 
(“Hamlin”) and pretended to be one of Hamlin’s business vendors.  The unknown third party 
provided Hamlin with bank account information.  Bogdan Munteanu, the President and sole 
owner of Hamlin, went to Defendant JPMorgan Chase Bank N.A. (“Chase”) and completed a 
transfer of over $130,000 to the third party’s supplied bank account number.  After learning that 
it had sent money not to its intended vendor but rather to an unknown third party, Hamlin 
brought the instant case against Chase, alleging that Chase violated multiple portions of the 
Illinois Uniform Commercial Code (“Illinois UCC”).  Now, Chase has moved for summary 
judgment on all claims against it [38].  Because no issues of material fact exist on any of 
Hamlin’s claims and the law compels judgment for Chase, the Court grants summary judgment 
for Chase.                                                                
                         BACKGROUND1                                     
    Munteanu is the President and sole owner of Hamlin, an Illinois corporation.  On October 
24, 2019, Hamlin opened a checking account ending in -3593 (the “-3593 Account”) with

Chase, 1

 The Court derives the facts in this section from admissible and supported portions of the parties’ Joint 
Statement of Undisputed Material Facts and the exhibits attached thereto.  The Court also considered 
Hamlin’s statements of disputed fact and Chase’s responses to those statements.  See Docs. 44; 47. 
an Ohio entity.  As part of opening the -3593 Account, Munteanu signed a Business Signature 
Card associated with the -3593 Account on behalf of Hamlin.  The Business Signature Card 
stated that:                                                              
         By signing this Signature card, the Depositor applies to open a 
         deposit account at JPMorgan Chase Bank, N.A. (the ‘Bank’). . . . 
         The Depositor acknowledges receipt of the Bank’s Deposit        
         Account Agreement or other applicable account agreement, which  
         include all provisions that apply to this deposit account, . . . and 
         agree[s] to be bound by the terms and conditions therein as     
         amended from time to time.                                      
Doc. 40 ¶ 10.  Hamlin is the “Depositor” referred to on the Business Signature Card.  Id. ¶ 7.  
Chase makes a copy of the effective Chase Deposit Account Agreement (“DAA”) available to 
every customer with a deposit account online and in branch offices, and Hamlin had a copy of 
the DAA available to it when it opened the -3593 Account.                 
    From the time Hamlin opened the -3593 Account to January 2022, Chase had multiple 
effective DAAs.  Each DAA contained terms permitting Chase to change the terms of the DAA 
at any time, subject to providing notice of adverse changes.  Further, each DAA also provided:  
         If you instruct [Chase] to send a funds transfer, such as a wire or 
         ACH transfer, we and every other bank involved in the transfer  
         may rely on any bank number or account number you provide.  If  
         the funds transfer instruction gives both a bank number or account 
         number and a name, and the name identifies a different person   
         from the bank or account owner identified by number, we and     
         other banks that handle the funds transfer may still rely exclusively 
         on the number.  We have no duty to detect any inconsistency     
         between the bank number or account number and the name.         
Id. ¶ 31.                                                                 
    Munteanu connected the -3593 Account with his online Chase profile, allowing him to 
use Chase’s online services for the -3593 Account.  Munteanu created his online Chase profile in 
2009 and, at that time, accepted Chase’s Vendor Payment Service Agreement.  Chase’s Vendor 
Payment Service Agreement, which was in effect in January 2022, stated that:  
         In processing and transmitting Instructions and Entries issued in 
         your name, JPMorgan Chase may rely upon identifying number      
         (e.g. bank routing number or Payee account number) of any bank  
         or Payee identified in the Instructions.  The [Receiving Depositor 
         Financial Institution] may credit or debit, as appropriate, the 
         account of the Payee on the basis of an account number, even if it 
         identifies a person different from the Receiver.  You assume full 
         responsibility for any inconsistency between name and identifying 
         number of any bank or Receiver in Instructions issued in your   
         name and in Entries processed and transmitted by JPMorgan Chase 
         therefrom.                                                      
Id. ¶ 38.                                                                 
    Hamlin disputes whether Munteanu ever received any version of the DAA and argues 
that Munteanu only understood the Business Signature Card to be a tool used to compare 
signatures to prevent fraud.                                              
    On January 19, 2022, Hamlin received an email from an unknown third party, pretending 
to be one of Hamlin’s business vendors, Union Electronic Distributors (“UED”).  The email 
directed Hamlin to send UED’s next payment to a new bank account ending in -7502 (the “-7502 
Account”).  That day, Munteanu logged into his online Chase account and attempted to send 
funds to the third party pretending to be UED on behalf of Hamlin.  In attempting to send the 
funds to the third party, Munteanu created a new payment profile for UED in the online Chase 
system by entering the -7502 Account number, routing number, and the account name.  
Munteanu’s first attempt to send funds to the -7502 Account failed because Chase restricted the 
transaction.                                                              
    Then, Munteanu visited a Chase bank branch in person, provided his information to 
Chase employees, confirmed that he was acting on behalf of Hamlin, and affirmed that he 
wanted to send $133,106.78 from the -3593 Account to UED at the -7502 Account.  Chase 
executed the transfer through the Automated Clearing House (“ACH”) system.  A Chase 
spreadsheet contains some of the information from Hamlin’s transfer instructions that Chase 
entered into the ACH system.  The Chase spreadsheet states that “Hamlin Tech Inc.” was the 
payee, the transaction amount was $133,106.78, and both the -7502 and -3593 Accounts were 
involved in the transaction.  Doc. 41 at 2.  However, Chase does not know if the spreadsheet 
contains all the information that it entered into the ACH system to execute Hamlin’s transfer.   

    The parties dispute whether Chase entered or omitted to enter UED’s name into the ACH 
system as the beneficiary of the transfer.  In addition to Chase’s spreadsheet, Hamlin submitted a 
copy of a Chase for Business webpage that shows the payment profile that Munteanu created for 
UED with the -7502 Account information.  The webpage includes the vendor name “Union 
Electronic Distributors” with the nickname “UED NEW,” and shows a $133,106.78 transfer with 
the status “paid” on January 20, 2022.  Doc. 44-4 at 5–6.                 
    On January 31, 2022, Hamlin learned that UED did not receive the funds that Hamlin had 
sent to the -7502 Account.  At all relevant times, Truist Bank maintained the -7502 Account in 
the name of “ClassicPlan Premium Financing, Inc.”  Doc. 40 ¶ 46.  Truist Bank does not 
maintain any account in the name of UED.                                  

                       LEGAL STANDARD                                    
    Summary judgment obviates the need for a trial where “there is no genuine dispute as to 
any material fact and the movant is entitled to judgment as a matter of law.”  Fed. R. Civ. P. 
56(a).  To determine whether a genuine dispute of material fact exists, the Court must pierce the 
pleadings and assess the proof as presented in depositions, documents, answers to 
interrogatories, admissions, stipulations, and affidavits or declarations that are part of the record.  
Fed. R. Civ. P. 56(c)(1); A.V. Consultants, Inc. v. Barnes, 

978 F.2d 996, 999

 (7th Cir. 1992).  
The party seeking summary judgment bears the initial burden of demonstrating that no genuine 
dispute of material fact exists.  Celotex Corp. v. Catrett, 

477 U.S. 317, 323

 (1986); Bunn v. Fed. 
Deposit Ins. Corp. for Valley Bank Ill., 

908 F.3d 290, 295

 (7th Cir. 2018).  In response, the non-
moving party cannot rest on mere pleadings alone but must use the evidentiary tools listed above 
to identify specific material facts that demonstrate a genuine dispute for trial.  Fed. R. Civ. P. 
56(c)(1); Celotex, 

477 U.S. at 324

; Sterk v. Redbox Automated Retail, LLC, 

770 F.3d 618, 627

 

(7th Cir. 2014).  The Court must construe all facts in the light most favorable to the non-moving 
party and draw all reasonable inferences in that party’s favor.  Wehrle v. Cincinnati Ins. Co., 

719 F.3d 840, 842

 (7th Cir. 2013).  However, a bare contention by the non-moving party that an issue 
of fact exists does not create a factual dispute, Bellaver v. Quanex Corp., 

200 F.3d 485, 492

 (7th 
Cir. 2000), and the non-moving party is “only entitled to the benefit of inferences supported by 
admissible evidence, not those ‘supported by only speculation or conjecture,’” Grant v. Trs. of 
Ind. Univ., 

870 F.3d 562, 568

 (7th Cir. 2017) (citation omitted).         
                           ANALYSIS                                      
I.   Illinois UCC Sections 4A-303(c), 4A-305(b), and 4A-402 (Count I)     
    The Court grants summary judgment to Chase on Count I of Hamlin’s complaint, which 

alleges that Chase violated sections 4A-303(c), 4-305(b), and 4A-402 of the Illinois UCC 
(together, “Count I”).  First, Section 4A-303(c) of the Illinois UCC provides that:  
         (c) If a receiving bank executes the payment order of the sender by 
         issuing a payment order to a beneficiary different from the     
         beneficiary of the sender’s order and the funds transfer is     
         completed on the basis of that error, the sender of the payment 
         order that was erroneously executed and all previous senders in the 
         funds transfer are not obliged to pay the payment orders they   
         issued. The issuer of the erroneous order is entitled to recover from 
         the beneficiary of the order the payment received to the extent 
         allowed by the law governing mistake and restitution.           
810 Ill. Comp. Stat. 5/4A-303(c).  Under this section, it is undisputed that Chase is the receiving 
bank and Hamlin is the sender.  See Doc. 39 at 6; Doc. 44 at 5.           
    Hamlin argues that Chase violated Section 4A-303(c) because it did not execute Hamlin’s 
order to the correct beneficiary, UED, even though Chase used the bank account number 
Munteanu provided Chase.  To support this argument, Hamlin asserts that Chase did not include 
the beneficiary’s name, UED, in the payment order it executed, such that the beneficiary’s bank, 

Truist Bank, could have stopped the transaction because the owner of the -7502 Account was not 
UED.  Hamlin acknowledges that the Illinois UCC does not obligate Truist Bank to verify 
whether the name on the payment order matches the account number, but Hamlin argues that 
Chase’s failure to include UED’s name in the payment order violated the terms of Section 4A-
303(c) and entirely prevented Truist Bank from stopping the transaction, if it had chosen to take 
steps to detect the discrepancy.  Hamlin argues that Section 4A-402 entitles it to a refund from 
Chase of the amount it sent to the -7502 Account at Truist Bank, if its claims under Sections 4A-
303(c) succeeds.                                                          
    Chase, on the other hand, argues that no issues of material fact exist and that Hamlin’s 
claims in Count I fail as a matter of law.  Chase argues that it is undisputed that it sent the funds 

Hamlin directed Chase to send to the bank account number Hamlin provided, and it is not 
material whether Chase included UED’s name in the payment order because omitting the 
beneficiary’s name from the payment order is not the same as directing payment to a different 
beneficiary.  In support of its motion, Chase cites to United States v. PNC Bank, one of the few 
cases to address section 4A-303(c) of the UCC.  

2009 WL 10736701

, at *4 (E.D. Pa. Mar. 31, 
2009).  In PNC Bank, the plaintiff alleged that the defendant bank wired the plaintiff’s funds to 
the wrong account belonging to a third party, rather than the intended account belonging to the 
third party.  See 

id.

 at 2–4.  The court found, after reviewing the evidence in the record, that “the 
defendant bank “followed Plaintiff’s instructions and accordingly, did not violate §§ 4A-
302(a)(1) or 4A-303(c).”  Id. at *4.  Specifically, the plaintiff had expressly instructed the 
defendant bank to send the funds to a certain bank account number at a different bank, with 
instructions that the funds were “for further credit to” the third party at a different account 
number.  Id. at *4.  The plaintiff had intended that the bank that received the transfer from the 

defendant bank would, in turn, transfer the funds into the ultimate bank account of the third 
party.  Id.  However, after the defendant bank sent the funds to the bank and account number 
plaintiff had instructed the defendant bank to send the funds, the bank that received the funds 
from the defendant bank did not send the funds on to the account that the plaintiff had intended.  
Id. at *5.  The court found that the defendant bank acted in accordance with the plaintiff’s 
directions and granted summary judgment to the defendant bank.  Id.       
    The Court begins by finding that Chase did not violate Section 4A-303(c) by sending the 
funds that Hamlin directed Chase to send to the account number that Hamlin provided, even if 
Chase did not include UED’s name in the payment order.  The undisputed evidence supports that 
Chase did not execute Hamlin’s payment order to a beneficiary different from the beneficiary of 

the sender’s order.  Specifically, the Illinois UCC defines a “beneficiary” as “the person to be 
paid by the beneficiary’s bank.”  810 Ill. Comp. Stat. 5/4A-103(a)(2).  The evidence does not 
support that Chase took any action to send Hamlin’s payment to any person other than the person 
Hamlin identified because Chase had no way of knowing that the name Hamlin provided with 
the account number was not accurate, and Chase sent the funds to the account number Hamlin 
provided.  See Cmty. Bank, FSB v. Stevens Fin. Corp., 

966 F. Supp. 775, 788

 (N.D. Ind. 1997) 
(“As a general rule, an order is an order to the receiving bank, and if it follows the order, the 
bank is free and clear.  If it receives an order that is erroneous because the sender intended 
something else, there will usually be no way for the receiving bank to know that someone not 
intended by the sender is receiving the money.” (citation omitted)); PNC Bank, 

2009 WL 10736701

, at *4–5.  Section 4A-303(c) contemplates liability for receiving banks when those 
banks commit an error, such as including an account number or name different than the 
information provided by the sender; however, it is undisputed that Chase did not commit any 

such error here.  See 810 Ill. Comp. Stat. 5/4A-303, cmt. 4 (describing a scenario where a bank 
erroneously sends funds to a bank account number that is different from the bank account 
number the originator instructed the bank to send the funds to as an example of when section 4A-
303(c) would apply).  Hamlin has not identified and the Court has not been able to locate any 
legal authority that required Chase to include the beneficiary’s name in the payment order, and it 
therefore was not an error for Chase to omit the beneficiary’s name from the payment order.  In 
short, section 4A-303(c) does not support Hamlin’s argument that a receiving bank violates the 
section by merely omitting the beneficiary’s name from a payment order but including the 
correct account number provided by a sender.                              
    Next, the Court finds that Hamlin’s section 4A-402 claim fails as well.  Section 5/4A-402 

provides in relevant part that:                                           
         (c) This subsection is subject to subsection (e) and to Section 4A-
         303. With respect to a payment order issued to a receiving bank 
         other than the beneficiary’s bank, acceptance of the order by the 
         receiving bank obliges the sender to pay the bank the amount of 
         the sender’s order. Payment by the sender is not due until the  
         execution date of the sender’s order. The obligation of that sender 
         to pay its payment order is excused if the funds transfer is not 
         completed by acceptance by the beneficiary’s bank of a payment  
         order instructing payment to the beneficiary of that sender’s   
         payment order.                                                  

         (d) If the sender of a payment order pays the order and was not 
         obliged to pay all or part of the amount paid, the bank receiving 
         payment is obliged to refund payment to the extent the sender was 
         not obliged to pay. Except as provided in Sections 4A-204 and 4A-
         304, interest is payable on the refundable amount from the date of 
         payment.                                                        

         (e) If a funds transfer is not completed as stated in subsection (c) 
         and an intermediary bank is obliged to refund payment as stated in 
         subsection (d) but is unable to do so because not permitted by  
         applicable law or because the bank suspends payments, a sender in 
         the funds transfer that executed a payment order in compliance  
         with an instruction, as stated in Section 4A-302(a)(1), to route the 
         funds transfer through that intermediary bank is entitled to receive 
         or retain payment from the sender of the payment order that it  
         accepted. The first sender in the funds transfer that issued an 
         instruction requiring routing through that intermediary bank is 
         subrogated to the right of the bank that paid the intermediary bank 
         to refund as stated in subsection (d).                          

         (f) The right of the sender of a payment order to be excused from 
         the obligation to pay the order as stated in subsection (c) or to 
         receive refund under subsection (d) may not be varied by        
         agreement.                                                      

810 Ill. Comp. Stat. 5/4A-402.  Hamlin does not argue that its section 4A-402 claim is an 
independent claim, rather it argues that “if either Section 4A-303(c) or 4A-207 applies, then it is 
Section 4A-402(d) that allows Hamlin to obtain a refund from Chase.”  Doc. 44 at 7.  The Court 
accepts, without deciding, Hamlin’s assertions that a plaintiff can use section 4A-402’s refund 
obligation as recourse against the receiving bank for violations of sections 4A-303(c) and 4A-
207.  See Approved Mortg. Co. v. Truist Bank, 

106 F.4th 582, 589

 (7th Cir. 2024) (examining 
similar provisions in the Indiana UCC and finding that section 402 is the remedy for a sender if a 
bank violates section 207).  Despite this, Hamlin’s section 4A-402 claim fails because Hamlin’s 
section 4A-303(c) claim fails.                                            
    Finally, the Court finds that Hamlin’s section 4A-305(b) claim fails as a matter of law.  
Section 4A-305(b) states that:                                            
         (b) If execution of a payment order by a receiving bank in breach 
         of Section 4A-302 results in (i) noncompletion of the funds     
         transfer, (ii) failure to use an intermediary bank designated by the 
         originator, or (iii) issuance of a payment order that does not  
         comply with the terms of the payment order of the originator, the 
         bank is liable to the originator for its expenses in the funds transfer 
         and for incidental expenses and interest losses, to the extent not 
         covered by subsection (a), resulting from the improper execution.  
         Except as provided in subsection (c), additional damages are not 
         recoverable.                                                    
810 Ill. Comp. Stat. 5/4A-305(b).  Neither party makes any efforts to expressly develop 
arguments as to why the section 4A-305(b) claim should or should not succeed, beyond Chase’s 
general assertion that it “is entitled to summary judgment” on the section 4A-305(b) claim.2  See 
Doc. 39 at 6.  Nonetheless, the Court looks to Chase’s arguments to see if they have properly 
shown that summary judgment is proper.  See Robinson v. Waterman, 

1 F.4th 480, 483

 (7th Cir. 
2021) (“Even where a nonmovant fails to respond to a motion for summary judgment, the 
movant ‘still ha[s] to show that summary judgment [is] proper given the undisputed facts.”).  
Section 4A-305(b) only applies where the receiving bank breached section 4A-302, which 
provides:                                                                 
         Obligations of receiving bank in execution of payment order.    

         (a) Except as provided in subsections (b) through (d), if the   
         receiving bank accepts a payment order pursuant to Section 4A-  
         209(a), the bank has the following obligations in executing the 
         order:                                                          

         (1) The receiving bank is obliged to issue, on the execution date, a 
         payment order complying with the sender’s order and to follow the 
         sender’s instructions concerning (i) any intermediary bank or funds 
         transfer system to be used in carrying out the funds transfer, or 
         (ii) the means by which payment orders are to be transmitted in the 
         funds transfer. If the originator’s bank issues a payment order to an 
         intermediary bank, the originator’s bank is obliged to instruct the 
         intermediary bank according to the instruction of the originator. An 
         intermediary bank in the funds transfer is similarly bound by an 

2 The Court questions whether Hamlin even asserts a stand-alone section 4A-305(b) claim or whether, 
similar to Hamlin’s section 4A-402 claims, Hamlin uses section 4A-305(b) as another vehicle to seek 
relief for Chase’s alleged section 4A-303(c) violation.                   
instruction given to it by the sender of the payment order it   
accepts.                                                        

(2) If the sender’s instruction states that the funds transfer is to be 
carried out telephonically or by wire transfer or otherwise indicates 
that the funds transfer is to be carried out by the most expeditious 
means, the receiving bank is obliged to transmit its payment order 
by the most expeditious available means, and to instruct any    
intermediary bank accordingly. If a sender’s instruction states a 
payment date, the receiving bank is obliged to transmit its payment 
order at a time and by means reasonably necessary to allow      
payment to the beneficiary on the payment date or as soon       
thereafter as is feasible.                                      

(b) Unless otherwise instructed, a receiving bank executing a   
payment order may (i) use any funds transfer system if use of that 
system is reasonable in the circumstances, and (ii) issue a payment 
order to the beneficiary’s bank or to an intermediary bank through 
which a payment order conforming to the sender’s order can      
expeditiously be issued to the beneficiary’s bank if the receiving 
bank exercises ordinary care in the selection of the intermediary 
bank. A receiving bank is not required to follow an instruction of 
the sender designating a funds transfer system to be used in    
carrying out the funds transfer if the receiving bank, in good faith, 
determines that it is not feasible to follow the instruction or that 
following the instruction would unduly delay completion of the  
funds transfer.                                                 

(c) Unless subsection (a)(2) applies or the receiving bank is   
otherwise instructed, the bank may execute a payment order by   
transmitting its payment order by first class mail or by any means 
reasonable in the circumstances. If the receiving bank is instructed 
to execute the sender’s order by transmitting its payment order by 
a particular means, the receiving bank may issue its payment order 
by the means stated or by any means as expeditious as the means 
stated.                                                         

(d) Unless instructed by the sender, (i) the receiving bank may not 
obtain payment of its charges for services and expenses in      
connection with the execution of the sender’s order by issuing a 
payment order in an amount equal to the amount of the sender’s  
order less the amount of the charges, and (ii) may not instruct a 
subsequent receiving bank to obtain payment of its charges in the 
same manner.                                                    
810 Ill. Comp. Stat. 5/4A-302.  As is relevant here, a receiving bank violates section 4A-302 if it 
fails to follow the sender’s instructions concerning a payment order.  The parties do develop 
arguments related to this issue, although they frame these arguments in relation to other Illinois 
UCC sections.  Here, Hamlin has not alleged that it directed or instructed Chase to include 

UED’s name in the ACH transfer.  Rather, accepting Hamlin’s alleged facts, Hamlin merely 
included UED’s name in the transfer information and then Chase omitted UED’s name from the 
ACH transfer.  No operative direction or instruction required Chase to include UED’s name on 
the ACH transfer.  Because Hamlin has not created an issue of material fact as to whether Chase 
failed to follow its instructions, Hamlin cannot maintain a section 4A-302 claim and, as a result, 
cannot obtain any recovery under section 4A-305(b).                       
    Because Hamlin’s claims in Count I fail, the Court grants summary judgment to Chase on 
Count I.                                                                  
II.  Illinois UCC Sections 4A-207(a) and 4A-209(c) (Count II) & Sections 4A-207(b) and 
    4A-402 (Count III)                                                   
    Next, the Court turns to Hamlin’s Counts II and III, which allege that Chase violated 
sections 4A-207(a) and 4A-209(c) of the Illinois UCC, or, in the alternative, Chase violated 
sections 4A-207(b) and 4A-402.  In relevant part, Section 4A-207 provides that:  
         (a) Subject to subsection (b), if, in a payment order received by the 
         beneficiary’s bank, the name, bank account number, or other     
         identification of the beneficiary refers to a nonexistent or    
         unidentifiable person or account, no person has rights as a     
         beneficiary of the order and acceptance of the order cannot occur. 
         (b) If a payment order received by the beneficiary’s bank identifies 
         the beneficiary both by name and by an identifying or bank      
         account number and the name and number identify different       
         persons, the following rules apply:                             

         (1) Except as otherwise provided in subsection (c), if the      
         beneficiary’s bank does not know that the name and number refer 
         to different persons, it may rely on the number as the proper   
         identification of the beneficiary of the order. The beneficiary’s 
         bank need not determine whether the name and number refer to the 
         same person.                                                    

         (2) If the beneficiary’s bank pays the person identified by name or 
         knows that the name and number identify different persons, no   
         person has rights as beneficiary except the person paid by the  
         beneficiary’s bank if that person was entitled to receive payment 
         from the originator of the funds transfer. If no person has rights as 
         beneficiary, acceptance of the order cannot occur.              

         (c) If (i) a payment order described in subsection (b) is accepted, 
         (ii) the originator’s payment order described the beneficiary   
         inconsistently by name and number, and (iii) the beneficiary’s  
         bank pays the person identified by number as permitted by       
         subsection (b)(1), the following rules apply:                   

         (1) If the originator is a bank, the originator is obligated to pay its 
         order.                                                          

         (2) If the originator is not a bank and proves that the person  
         identified by number was not entitled to receive payment from the 
         originator, the originator is not obliged to pay its order unless the 
         originator’s bank proves that the originator, before acceptance of 
         the originator’s order, had notice that payment of a payment order 
         issued by the originator might be made by the beneficiary’s bank 
         on the basis of an identifying or bank account number even if it 
         identifies a person different from the named beneficiary. Proof of 
         notice may be made by any admissible evidence. The originator’s 
         bank satisfies the burden of proof if it proves that the originator, 
         before the payment order was accepted, signed a record stating the 
         information to which the notice relates.                        

810 Ill. Comp. Stat. 5/4A-207(a)–(c).  Section 4A-209(c) states that:     
         (c) Acceptance of a payment order cannot occur before the order is 
         received by the receiving bank.  Acceptance does not occur under 
         subsection (b)(2) or (b)(3) if the beneficiary of the payment order 
         does not have an account with the receiving bank, the account has 
         been closed, or the receiving bank is not permitted by law to   
         receive credits for the beneficiary’s account.                  
810 Ill. Comp. Stat. 5/4A-209(c).                                         
    A.   Section 4A-207 Claims                                           
    Hamlin’s section 4A-207(a) and 4A-207(b) claims both fail because section 4A-207 did 
not require Truist Bank to reject Hamlin’s payment order.  First, as discussed above, the Court 
accepts without deciding that a sender of a payment order can bring a claim against the receiving 

bank, using section 4A-402, when the beneficiary’s bank improperly accepts a payment order 
under section 4A-207.  See Approved Mortg. Co., 

106 F.4th at 589

.  The Court notes that Hamlin 
argues that Chase omitted naming UED as the beneficiary in the ACH system, which is the 
manner in which Chase executed the payment order.  Under this factual assertion, Hamlin’s 4A-
207 claims fail because Truist Bank would not have received a payment order that referred to a 
nonexistent or unknown individual.  Rather, Truist Bank would have only received a payment 
order referring to an existing account, the -7502 Account.  See, e.g., 810 Ill. Comp. Stat. 5/4A-
207(a) (“Subject to subsection (b), if, in a payment order received by the beneficiary’s bank, the 
name, bank account number, or other identification of the beneficiary refers to a nonexistent or 
unidentifiable person or account, no person has rights as a beneficiary of the order and 

acceptance of the order cannot occur.”).                                  
    Additionally, even assuming that Chase did include UED’s name on the payment order, 
section 4A-207 does not entitle Hamlin to relief because Chase gave Hamlin notice that it would 
rely on bank account numbers in processing payment orders.  Section 207(a) is subject to 
subsection (b), which in turn, is subject to subsection (c).              
    Here, under section 4A-207(b), Truist Bank had no obligation to determine whether the 
name and account number on the payment order matched before it accepted the payment order, 
and it could accept the payment order in reliance on the account number if it was not aware of 
the discrepancy.  For section 4A-207(b) to require Truist Bank to reject the payment order, Truist 
Bank would have needed to possess “actual knowledge of the mismatch” between the name of 
the beneficiary on the payment order and the account number.  See GN Pro Grp., LLC v. Well 
Done ASAP, LLC, No. 23-cv-16711, 

2025 WL 327927

, at *3 (N.D. Ill. Jan. 29, 2025) (quoting 
Sunset Cmty. Health Ctr., Inc. v. Cap. One Fin. Corp., 

652 F. Supp. 3d 1020

, 1027 (D. Minn. 

2023)).  “[A]ctual knowledge is not established simply from the fact of the mismatch.”  

Id.

 
(citing Langston & Langston, PLLC v. SunTrust Bank, 

480 F. Supp. 3d 737

, 744 (S.D. Miss. 
2020)).  Hamlin has not presented any evidence to suggest that Truist Bank possessed actual 
knowledge, at the time it accepted the transfer to the -7502 Account, that the beneficiary’s name 
on the payment order did not match the name on the account.  Any such requested inference 
amounts to mere speculation.  See White v. City of Chicago, 

829 F.3d 837, 841

 (7th Cir. 2016) 
(“We give [the nonmoving party] the benefit of reasonable inferences from the evidence, but not 
speculative inferences in his favor.” (citations omitted)).  Therefore, no reasonable juror could 
find that Truist Bank knew that the name on the payment order did not refer to the owner of the 
-7502 Account.  Thus, section 4A-207(b)(1) applies to this transaction and permitted Truist 

Bank to accept the payment order.                                         
    Because Truist Bank accepted the payment order to the -7502 Account under section 4A-
207(b)(1) and the payment order may have described the beneficiary inconsistently by name and 
account number, section 4A-207(c) applies.  Specifically, section 4A-207(c)(2) applies because 
Hamlin was the “originator,” in other words, the sender of the payment order.  See 810 Ill. 
Comp. Stat. 5/4A-104(d) (defining “originator”); 810 Ill. Comp. Stat. 5/4A-103(a)(5) (defining 
“sender”).  Under section 4A-207(c)(2), Hamlin is not obligated to pay its payment order unless 
Chase proves that it provided Hamlin with notice, before the acceptance of Hamlin’s payment 
order, that Chase and the beneficiary’s bank might pay the payment order in reliance on the 
account number, even if the payment order named a different person than the owner of the 
account number.  The Court finds that Chase has made that showing here.  The parties do not 
dispute that Munteanu, on behalf of Hamlin, signed a Business Signature Card for the -3593 
Account that stated that he had received a copy of the DAA and agreed to be bound by the DAA.  

The DAAs each contained a provision expressly stating that Chase and other banks might rely on 
the account number provided for a transfer, even if that account number did not match the name 
on the account.  Courts have previously found that “[w]hen a depositor signs signature cards in 
which they acknowledge receipt of a DAA, that is sufficient to demonstrate the depositor’s 
assent to the DAA” and that “[a] party who has signed a contract is charged with knowledge of 
and assent to its terms.”  DriverDo LLC v. JP Morgan Chase Bank, N.A., No. 20 C 5046, 

2022 WL 3645909

, at *4 (N.D. Ill. Aug. 24, 2022) (citing Sha-Poppin Gourmet Popcorn LLC v. JP 
Morgan Chase Bank, N.A., 

553 F. Supp. 3d 452

, 457 (N.D. Ill. 2021); Arbogast v. Chi. Cubs 
Baseball Club, 

2021 IL App (1st) 210526, ¶ 21

).  Because Chase gave Hamlin adequate notice 
that it and other banks would rely on the account number, section 4A-207(c)(2) required Hamlin 

to pay the payment order.                                                 
    Hamlin, however, argues that sections 4A-207(b) and (c) do not apply to this case 
because section 4A-207(a) states that banks should not accept payment orders referring to 
nonexistent or unidentifiable persons, and UED was unidentifiable to Truist Bank.  Hamlin’s 
argument misinterprets the structure of 4A-207.  Section 4A-207(a) operates “[s]ubject to 
subsection (b).”  See 810 Ill. Comp. Stat. 5/4A-207(a).  “The phrase ‘subject to’ means 
‘governed by’ or ‘subordinate to.’”  Teague v. Healthcare Dev. Partners, LLC, No. 18 C 601, 

2019 WL 3973372

, at *5 (N.D. Ill. Aug. 22, 2019) (accumulating cases).  Based on the plain 
language of section 4A-207, subsections (b) and (c) expand on and provide limitations to the 
more general principle stated in subsection (a).  Courts apply subsections (b) and (c) in 
circumstances like this case because the more specific terms of subsection (b) and (c) govern 
when a payment order contains both a name and account number, and a mismatch between them.  
See GN Pro Grp., LLC, 

2025 WL 327927

, at *2–3 (finding that section 4A-207(c)(2) applied in a 

case where a plaintiff sent funds to a fraudster, using the correct beneficiary’s name but the 
fraudster’s account number).  In short, section 4A-207(a) does not apply to the undisputed facts 
of this case, and Hamlin’s claim based on 4A-207(a) must therefore fail as a matter of law. 
    Hamlin also argues that the Court should not give any weight to the notice that Chase 
provided Hamlin that banks would rely on the account number, even in the event of a 
discrepancy, because “applying an agreement to a payment order under Section 207(a) 
improperly alters Hamlin’s right to a refund under section 402(c) and 402(d).”  Doc. 44 at 10.  
Again, Hamlin’s arguments about the Illinois UCC ignore its plain terms and structure.  While 
section 4A-402 does state that “[t]he right of the sender of a payment order to be excused from 
the obligation to pay the order as stated in subsection (c) or to receive refund under subsection 

(d) may not be varied by agreement,” it also states that “[t]his Section is subject to Sections 4A-
205 and 4A-207.”  810 Ill. Comp. Stat. 5/4A-402.  This language means that the terms of section 
4A-402 are governed by or subordinate to the terms of section 4A-207, and, as a result, the terms 
of 4A-207 that dictate that if Hamlin had written notice that Chase and other banks might rely on 
an account number, even if the name of the beneficiary does not match the account number, 
Hamlin must pay its payment order.  See 4A-207(c)(2).  Therefore, because section 4A-207 does 
not entitle Hamlin to any refund, Hamlin cannot collect a refund by relying on 4A-402 to enforce 
4A-207.                                                                   
    To summarize, the Court finds that both of Hamlin’s section 4A-207 claims fail, and 
Hamlin’s section 4A-402 claim that relies on the section 4A-207(b) claim also fails.  If Chase 
omitted UED’s name from the payment order, no section of 4A-207 applies because the payment 
order would have only referred to an account number that existed at Truist Bank with no 

indication of a misdescription of a beneficiary.  If Chase included UED’s name in the payment 
order, Hamlin’s claims would still fail because the case would fall under 4A-207(b)(1) and 4A-
207(c)(2).  Section 4A-207(b)(1) permitted Truist Bank to accept the payment order given that 
no evidence exists in the record that Truist Bank knew that the name and account number 
referred to different people.  Further, section 4A-207(c)(2) would require Hamlin to pay the 
payment order to Chase because Chase provided notice to Hamlin that banks might rely upon 
bank account numbers, even when they did not match the account names.3  See 810 Ill. Comp. 
Stat. 5/4A-207(c)(2).                                                     
    B.   Section 4A-209(c) Claim                                         
    Next, the Court turns to Hamlin’s section 4A-209(c) claim.  Section 4A-209 describes 

when receiving banks and beneficiary banks accept a payment order.  810 Ill. Comp. Stat. 5/4A-
209; see Inskeep v. Griffin, No. 05 C 1834, 

2008 WL 192322

, at *12 (N.D. Ill. Jan. 23, 2008) 
(“Section 209(b) is the U.C.C. provision that establishes when a beneficiary bank has accepted a 
payment order.”).  Acceptance is a term of art under the Illinois UCC that determines certain 
other rights and responsibilities.  See, e.g., 810 Ill. Comp. Stat. 5/4A-105 (stating that 
“acceptance” is a definition applicable to the entire article in the Illinois UCC and that it is 
defined in section 4A-209).  Section 4A-209(c) applies to beneficiary banks as additional 
guidance regarding the previous subsection, section 4A-209(b).  In summary, section 4A-209(b) 

3 The Court notes that section 4A-207(d) permits someone in Hamlin’s position to recover from the 
person who wrongfully received the proceeds of the payment order.  See 810 Ill. Comp. Stat. 5/4A-
207(d)(1).                                                                
states that a beneficiary’s bank accepts a payment order at the earliest of three possible times: 
(1) when the beneficiary bank pays the beneficiary or notifies the beneficiary of the receipt of the 
order and credits the beneficiary; (2) when the bank receives payment of the entire amount of the 
sender’s order; or (3) the opening of the next funds transfer business day of the bank following 

the payment date of the order if the amount of the sender’s order is covered by a withdrawable 
credit in an authorized account.  Subsection (c) specifies that acceptance does not occur under 
conditions (2) or (3) of subsection (b) if the beneficiary of the payment does not have an account 
with the receiving bank.                                                  
    Chase argues Hamlin’s claim must fail as a matter of law because section 4A-209(c) only 
creates obligations for the beneficiary’s bank, which is Truist Bank, and not Chase.  Hamlin 
responds that section 4A-402 makes violations of section 4A-209(c) by the beneficiary bank 
actionable against the receiving bank.  The Court does not need to resolve these arguments 
because the parties do not dispute that Hamlin actually transferred $133,106.78 to the -7502 
Account, and thus, section 4A-209(b)(1) governs acceptance.  Hamlin failed to develop any 

argument as to why or how section 4A-209(c) applies in the circumstances of this case and the 
Court is not under any obligation to make arguments for Hamlin.  See, e.g., Sapia v. Bd. of 
Educ., 

329 F.R.D. 585

, 587 (N.D. Ill. 2019) (“Courts do not sit to make arguments for a party 
that the party, itself, did not make.” (citing Sanchez v. City of Chicago, 

700 F.3d 919, 934

 (7th 
Cir. 2012))).  Because section 4A-209(b)(1) governs acceptance, section 4A-209(c) has no 
application in this case, and Hamlin’s claim fails as a matter of law.    
    In sum, the Court grants summary judgment to Chase on Count II of Hamlin’s complaint 
because Hamlin’s claims under sections 4A-207(a) and 4A-209(c) fail and no issues of material 
fact remain.  Further, the Court grants summary judgment on Count II of Hamlin’s complaint 
because its section 4a-207(b) and 4A-402 claims also fail as a matter of law. 
                               CONCLUSION 
     For the reasons stated above, the Court grants Chase’s motion for summary judgment 
[38].  The Court enters judgment for Chase on Hamlin’s complaint and terminates this case. 

Dated: May 28, 2025                                 &  YR 
                                               SARA L. ELLIS 
                                               United States District Judge 

                                     20