Reynolds PC v. Boyd: Court Grants in Part, Denies Motion to Dismiss on Fee-Sharing Claims

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April 21, 2026 Get Citation Alerts Download PDF Add Note

W. Carl Reynolds, PC dba Reynolds, Horne & Survant v. Timothy Joseph Boyd

United States Bankruptcy Court, M.D. Georgia

• Citations: None known
• Docket Number: 26-05002

• Precedential Status: Unknown Status

• Opinion

• Authorities (13)

• Cited By (0)

• Summaries (0)

• Similar Cases (108K)

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Trial Court Document

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SIGNED this 21 day of April, 2026. 2 □□
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/ John T. La rey, Hl
United States Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF GEORGIA
MACON DIVISION
In re: )
)
TIMOTHY JOSEPH BOYD, ) CHAPTER 11 BANKRUPTCY
)
Debtor. ) CASE NO. 25-51694-JTL

)
W. CARL REYNOLDS, PC )
Dba REYNOLDS, HORNE & )
SURVANT )
) Adversary Proceeding No. 26-5002
Plaintiff, )
)
v. )
)
TIMOTHY JOSEPH BOYD )
)
Defendant. )
MEMORANDUM OPINION ON THE DEFENDANT’S MOTION TO DISMISS

The above-styled matter came before the Court on a motion to dismiss filed by the
Defendant, Timothy Joseph Boyd in this adversary proceeding filed by the Plaintiff, W. Carl
Reynolds, PC, dba Reynolds, Horne & Survant. Def.’s Mot. to Dismiss, Doc. 5. The Defendant
makes numerous claims as to the sufficiency of the Plaintiff’s pleadings, as enumerated below.
The Court grants the Defendant’s motion as to Counts I and III and denies the Defendant’s

motion as to Counts II and IV.
I. FACTUAL FINDINGS AND PROCEDURAL POSTURE
The facts underlying this adversary proceeding arise from a fee-sharing agreement
executed by the parties in 2020. Pl.’s Compl., Doc. 1, ¶ 16. From 2007 to 2020, the Defendant
was employed as an attorney by the Plaintiff. The Plaintiff, and the Defendant as an agent of the
Plaintiff, represented plaintiffs in personal injury matters. Id. at ¶ 10-11, 16. In 2020, the
Defendant terminated his employment with the Plaintiff to open his own law firm, The Law
Office of Joe Boyd, LLC, the “Boyd Law Firm.” Id. at ¶ 11. Upon leaving, the parties exchanged
letters memorializing the terms of their fee sharing agreement, together the Letter Agreements,

attached to the Complaint at Exhibits A and B. Id. at ¶¶ 15-16; Exs. A and B. Notably, neither
party mentions the Thompson case in their letters, a case that, at that point, was in litigation and
eventually generated a substantial recovery and attorneys’ fees. Id. at Exs. A and B.
What occurred after remains in dispute. The parties agree, however, that Boyd Law Firm
did not transfer funds to the Plaintiff for the Thompson case and there was otherwise a
breakdown in the fee remittance procedure that was outlined in the Letter Agreements. Hr’g
Held, Doc. 10. The parties disagree as to whether the conduct of the Defendant demonstrates at
most a breach of contract or constitutes fraud.
The Defendant filed Chapter 11 bankruptcy on October 23, 2025, in part to address the
indebtedness to the Plaintiff. Hr’g Held, Doc. 10. The Plaintiff initiated this adversary
proceeding on January 26, 2026, contending that the debts owed to it by the Defendant should be
deemed nondischargeable due to fraud and misconduct. Pl.’s Compl., Doc. 1. The Defendant
filed this instant Motion to Dismiss on February 26, 2026. Def.’s Mot. to Dismiss, Doc. 5. The

parties exchanged briefs and were heard on the matter on April 13, 2026, at which time the Court
took the matter under advisement. Hr’g Held, Doc. 10.
II. LEGAL ANALYSIS AND CONCLUSIONS OF LAW
a. The Defendant’s Contentions as to Counts II, II, and IV
The Court first addresses the Defendant’s contention that the Plaintiff’s Complaint fails to
state a claim under which relief can be granted. The Defendant argues that the allegations as
written represent impermissible shotgun pleading, that the Plaintiff’s contentions constitute legal
conclusions, and that the Plaintiff did not plead fraud with particularity so the affected Counts
must be dismissed. Def.’s Supp. Br., Doc. 6.

i. Counts II, III, And IV Should Not Be Dismissed for Shotgun Pleading.
The Defendant first argues that the Plaintiff’s Complaint constitutes “shotgun pleading”
and the offending Counts should be dismissed. Def.’s Supp. Br., Doc. 6. “Complaints that violate
either Rule 8(a)(2) or Rule 10(b), or both, are often disparagingly referred to as “shotgun
pleadings.” Weiland v. Palm Beach Cnty. Sheriff's Off., 792 F.3d 1313, 1320 (11th Cir. 2015).
Shotgun pleading includes a form of pleading where the “complaint contain[s] multiple counts
where each count adopts the allegations of all preceding counts, causing each successive count to
carry all that came before and the last count to be a combination of the entire complaint.” Id. at
1321. Typically, the incorporated factual allegations are too general and, therefore, “irrelevant” to
the claim alleged. Strategic Income Fund, L.L.C. v. Spear, Leeds & Kellogg Corp., 305 F.3d
1293, 1295 (11th Cir. 2002). The Defendant argues that the Plaintiff’s recitation of facts and
reliance on legal conclusions demonstrate impermissible shotgun pleading. This Court disagrees.
The Defendant argues that the Plaintiff merely incorporated by reference a general set of
facts and recited legal conclusions to support its claims for reformation and under §§ 523(a)(4)

and (6). Def.’s Supp. Br., Doc. 6. The Court finds that the facts incorporated by the Plaintiff are
directly relevant to the claim alleged. In fact, the Plaintiff seems to have intentionally
incorporated only the relevant facts to each Count.
Count II, in the Complaint titled “Reformation – 11 U.S.C.A § 105,” only incorporates by
reference paragraphs 6 through 16 of the Plaintiff’s Complaint. Pl.’s Compl., Doc. 1, ¶ 26. Those
paragraphs outline the relationship between the parties and the background of the Letter
Agreements. Pl.’s Compl., Doc. 1, ¶¶ 6-16. The Letter Agreements themselves are introduced in
paragraphs 15 and 16. Pl.’s Compl., Doc. 1, ¶¶ 15-16. Count II requests reformation of the
contract; thus, the facts of the relationship and the drafting of said contract would be relevant to

support its claim. Pl.’s Compl., Doc. 1, ¶ 30. Because Count II requests reformation of the
contract, the facts are relevant to the allegations, and the Plaintiff has alleged more than generic
or irrelevant facts to support legal conclusions. The Court, therefore, does not dismiss Count II
for shotgun pleading.
Count III incorporates by reference paragraphs 6 through 21 of the Plaintiff’s Complaint.
Pl.’s Compl., Doc. 1, ¶ 30. Count III alleges nondischargability due to defalcation. Pl.’s Compl.,
Doc. 1, ¶ 35. The facts recited in paragraphs 6 through 21 are relevant to the claim. The
additional paragraphs incorporated specifically discuss the events after the execution of the
Letter Agreements. Pl.’s Compl., Doc. 1, ¶¶ 17-21. These include facts about financial records of
the Defendant’s accounts provided to the Plaintiff, and the existence of a “Reserve Fund” where
the Defendant held funds that were disputed between the parties. Id. Plaintiff also included an
additional fact in paragraph 34, within Count III, to support this allegation which claims that the
Defendant disbursed funds entitled to the Plaintiff to the Boyd Law Firm. Pl.’s Compl., Doc. 1, ¶
34. These facts demonstrate pleading that meets the standard set forth by the Eleventh Circuit

and, thus, the Court does not dismiss Count III for shotgun pleading.
Count IV incorporates by reference paragraphs 6 to 21 and paragraph 34 of the Plaintiff’s
Complaint. Pl.’s Compl., Doc. 1, ¶ 35. Count IV alleges nondischargability due to willful and
malicious injury. Pl.’s Compl., Doc. 1, ¶ 39. The facts are the same as incorporated in Count III
but are relevant to this claim as well. The facts outline the relationship between the parties and,
especially in paragraphs 19 and 20, include information about the Plaintiff’s redirection of funds
to the Boyd Law Group and not the Plaintiff. Pl.’s Compl., Doc. 1, ¶ 6-21, 34. These facts are
relevant to this claim and are sufficient under the Eleventh Circuit standard for shotgun pleading.
Thus, the Court does not dismiss Count IV for shotgun pleading.

ii. Counts II, III, And IV Should Not Be Dismissed Under 12(b)(6).
The Defendant also argues that the Complaint should be dismissed under Rule 12(b)(6).
Def.’s Supp. Br., Doc. 6. Federal Rules of Bankruptcy Procedure Rule 7012 incorporates Federal
Rule of Civil Procedure Rule 12 including Rule 12(b)(6) which states that a complaint can be
dismissed for “failure to state a claim.” “To survive a motion to dismiss, a complaint must
contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its
face.’ A claim has facial plausibility when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted) (quoting Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007)).
The Defendant contends that the Plaintiff’s Complaint merely recites legal conclusions
which is not permissible under the Supreme Court’s ruling in Iqbal. Def.’s Supp. Br., Doc. 6. The
Supreme Court found that, “[w]hile legal conclusions can provide the complaint's framework,

they must be supported by factual allegations.” Iqbal, 556 U.S. at 664. The Defendant argues that
Counts II, III, and IV fail to allege sufficient facts to support the allegations and should be
dismissed. Def.’s Supp. Br., Doc. 6. The Court disagrees.
“Determining whether a complaint states plausible claim for relief [is] ... a context-
specific task that requires the reviewing court to draw on its judicial experience and common
sense.” Iqbal, 556 U.S. at 679. The Plaintiff incorporates the facts enumerated in the beginning
of its complaint in each of the contested Counts and in Counts III and IV includes the fact
alleged in paragraph 34. Pl.’s Compl., Doc. 1, ¶ 26, 30, and 35.
As to Count II, in the Complaint titled “Reformation – 11 U.S.C.A § 105,” the Plaintiff

claims that the omission of the Thompson case was the “direct and proximate result” of the
Defendant’s fraudulent misrepresentation. Pl.’s Compl., Doc. 1, ¶ 28. The Plaintiff claims,
alternatively, that the omission was either a mutual or unilateral mistake which would justify
reformation. Id. at 29. The Plaintiff supports this claim with paragraphs 6 through 16, which the
Plaintiff incorporated as reference to this Count. Id. at ¶ 26. The facts as alleged, especially
paragraphs 15 and 16, discuss the negotiations and execution of the Letter Agreements. Id. at ¶¶
6-16. The Plaintiff claims that the Defendant knew that the Thompson case was in litigation and
intentionally failed to include the case in the Letter Agreements. Id. at ¶¶ 15-16. The Court finds
that the Plaintiff supported his claim sufficiently that, if the facts are taken as true, the Court can
make a reasonable inference as to the Defendant’s liability. Therefore, the Count will not be
dismissed under 12(b)(6).
As to Count III, in the Complaint titled “Dischargeablity – Section 523(a)(4),” the
Plaintiff claims that the Defendant’s failure to account for and disburse funds to the Plaintiff
“constitutes defalcation by the [Defendant] while acting in a fiduciary duty.” Pl.’s Compl., Doc.

1, ¶ 33. The Plaintiff includes that the Defendant had superior knowledge of the cases and had
control over the funds at the time of the alleged defalcation. Id. at ¶ 31. The Count also
incorporates paragraphs 6 through 21 by reference. Id. at ¶ 30. Included are paragraphs 19 and 20
which allege that the Defendant created a “Reserve Fund” that included the disputed fees
between the Plaintiff and the Defendant and later directed the balance of that account to the Boyd
Law Firm’s general operating account. Id. at ¶¶ 19-20. The Court finds that the Plaintiff
supported his claim sufficiently that, if taken as true, the Court can make a reasonable inference
as to the Defendant’s liability. Therefore, Count III will not be dismissed under 12(b)(6).
As to Count IV, in the Complaint titled, “Dischargeablity – Section 523(a)(6),” the

Plaintiff claims that the Defendant failed to remit the fees entitled to the Plaintiff and instead
directed the proceeds to the Boyd Law Firm, injuring the Plaintiff. Pl.’s Compl., Doc. 1, ¶¶ 36-
39. The facts, including those alleged in Paragraphs 6 through 21 and 34 as incorporated by
reference, support the Plaitniff’s allegation, particularly Paragraphs 19 and 20, the facts of which
were stated previously. Pl.’s Compl., Doc. 1, ¶¶ 6-21, 34. The Court finds that these facts
sufficiently support this allegation and Count IV will not be dismissed under 12(b)(6).
b. The Plaintiff’s Complaint Properly States a Claim for Reformation.
The Defendant argues that the Court should dismiss the Plaintiff’s claim for reformation
because the Court does not have the authority to reform a contract and, in the alternative, the
Plaintiff’s claim fails to adequately plead fraud. Def.’s Supp. Br., Doc. 6. The Court finds that
reforming a contract is within a bankruptcy court’s power under § 105 and the Count is otherwise
adequately pled.
i. Bankruptcy Courts Can Reform Contracts Under § 105.
The Defendant first argues that the Court does not have the power to reform a contract

under § 105. Def.’s Supp. Br., Doc. 6. The Defendant argues that § 105 of the Bankruptcy Code
does not create a private cause of action under which a Plaintiff can obtain relief. Id.
Section 105 gives bankruptcy courts the broad power to issue orders that are “necessary
or appropriate to carry out the provisions” of the Bankruptcy Code. In re Woodruff, 213 B.R.
114, 115–16 (Bankr. W.D. Va. 1997). The Defendant is correct that this power is limited. Parties
only can invoke the Court’s equity powers, including its reformation power, in conjunction with
another code provision. See In re Rose, 314 B.R. 663, 681 n. 11 (Bankr. E.D. Tenn. 2004). It
does not create a private cause of action, as the Defendant states, but it does allow courts to
broadly grant relief in conjunction with another cause of action. Like the relief requested in this

case, bankruptcy courts have reformed written instruments in cases including state law contract
claims in connection with provisions of the Bankruptcy Code. See In re Trask, 462 B.R. 268, 273 (Bankr. App. 1st Cir. 2011) (finding deed reformation based on mutual mistake appropriate in
conjunction with § 544(a)).
In this case, the Plaintiff alleges nondischargeablity under §§ 523(a)(4) and (6) and
requesting the reformation of the parties’ contract under § 105 to establish damages. The Plaintiff
is requesting reformation as relief in conjunction with other provisions of the Bankruptcy Code,
thus reformation under § 105 would be an appropriate remedy in this case. Thus, the Plaintiff’s
claim for reformation under § 105 is not dismissed as a matter of law.
ii. The Plaintiff Adequately Pled Fraud in Accordance with Rule 9(b).
The Defendant then argues that the Plaintiff’s claim for reformation should be dismissed
under Rule 9(b) for failure to adequately plead fraud. Def.’s Supp. Br., Doc. 6. Under Georgia
law, reformation of a written instrument is appropriate when “from mutual mistake or mistake
common to both parties, an instrument does not express the true agreement of the parties” or

“where there is mistake on one side, and fraud or inequitable conduct on the other.” Prince v.
Friedman, 42 S.E.2d 434, 436 (Ga. 1947). In this case, the Plaintiff alleges that the Defendant
intentionally and fraudulently omitted the Thompson case from the Letter Agreement, making
reformation based on unilateral mistake and fraud appropriate. Pl.’s Compl., Doc. 1, ¶¶ 15—16.
The Defendant claims that the Plaintiff’s allegations fail to plead fraud with particularity
as required by Rule 9(b). Def.’s Supp. Br., Doc. 6. Federal Rule of Bankruptcy Procedure Rule
7009 incorporates Federal Rules of Civil Procedure Rule 9. Rule 9(b) states, “[i]n alleging fraud
or mistake, a party must state with particularity the circumstances constituting fraud or mistake.
Malice, intent, knowledge, and other conditions of a person's mind may be alleged generally.”

To comply with 9(b), the Eleventh Circuit has stated a complaint must:
set forth (1) precisely what statements or omissions were made in which documents
or oral representations; (2) the time and place of each such statement and the person
responsible for making (or, in the case of omissions, not making) them; (3) the
content of such statements and the manner in which they misled the plaintiff; and
(4) what the defendant obtained as a consequence of the fraud.

FindWhat Inv'r Group v. FindWhat.com, 658 F.3d 1282, 1296 (11th Cir. 2011) (citations
omitted). “The particularity rule serves an important purpose in fraud actions by alerting
defendants to the precise misconduct with which they are charged and protecting
defendants against spurious charges of immoral and fraudulent behavior.” Durham v.
Bus. Mgt. Associates, 847 F.2d 1505, 1511 (11th Cir. 1988) (internal quotations omitted).
The Defendant claims that the Plaintiff did not adequately plead justifiable
reliance 9(b). The Defendant cites the five elements of fraud under Georgia law: “a false
representation by a defendant, scienter, intention to induce the plaintiff to act or refrain
from acting, justifiable reliance by plaintiff, and damage to plaintiff.” Overlook Gardens
Properties, LLC v. Orix, USA, LP, 884 S.E.2d 433, 443 (Ga. App. 2023). The facts as

pled include that the Thompson case was omitted intentionally by the Defendant from the
Letter Agreements drafted by and executed by both parties and, thus, the Boyd Law Firm
and the Defendant retained the fees the Plaintiff believes should have been remitted to it.
Pl.’s Compl., Doc. 1, ¶¶ 15-16, 20, 34. The Plaintiff also included that the Letter
Agreement purported to “identif[y] all cases of the Debtor then in litigation.” Id. at ¶ 28.
The Court finds that this inclusion is sufficient to notify the Defendant about how the
Plaintiff will claim that it justifiably relied on the Defendant’s representation. These pled
facts together sufficiently alert the Defendant as to what misconduct he is charged with
and the facts to be proven at trial. Therefore, the Court finds that the fraud claim is

adequately pled under Rule 9(b).
c. The Plaintiff Did Not Adequately Plead to the Existence of a Fiduciary
Relationship between the Plaintiff and Defendant under §523(a)(4).

The Defendant also argues that the Plaintiff did not adequately plead fiduciary duty or
embezzlement requisite for a claim under § 523(a)(4). Def.’s Supp. Br., Doc. 6. Section 523(a)(4)
excepts from discharge any claim for a debt resulting from “fraud or defalcation while acting in a
fiduciary capacity, embezzlement, or larceny.” The Plaintiff pleads that Defendant had a
fiduciary duty to the Plaintiff to maintain and produce the funds entrusted to the Boyd Law Firm
and the Defendant for the benefit of the Plaintiff. Pl.’s Compl., Doc. 1, ¶¶ 31-35. The Defendant
argues that the Letter Agreements created a mere contractual agreement that did not impose an
additional fiduciary duty on the Defendant. Def.’s Supp. Br., Doc. 6.
The relationship between the parties, as pled, is inadequate to support a claim for
defalcation because the Plaintiff failed to adequately plead that the Defendant owed the Plaintiff
a fiduciary duty. The Eleventh Circuit enumerated the elements and considerations for

establishing a fiduciary duty as follows:
First, the fiduciary relationship must have (1) a trustee, who holds (2) an identifiable trust res,
for the benefit of (3) an identifiable beneficiary or beneficiaries. This tracks the traditional
and narrow definition of trusts in early Supreme Court cases as well as our own approach and
the approach taken by bankruptcy courts in this Circuit. Second, the fiduciary relationship
must define sufficient trust-like duties imposed on the trustee with respect to the trust res and
beneficiaries to create a technical trust. Based on our caselaw, the two most important trust-
like duties, and the ones that we have held create a technical trust, are the duty to segregate
trust assets and the duty to refrain from using trust assets for a non-trust purpose. Third, the
debtor must be acting in a fiduciary capacity before the act of fraud or defalcation creating
the debt.

In re Forrest, 47 F.4th 1229, 1241 (11th Cir. 2022) (citation omitted).
The facts and allegations, as set forth by the Plaintiff, fail to sufficiently establish that the
Defendant owed the Plaintiff a fiduciary duty. The Plaintiff does not allege, nor do the Letter
Agreements include, enumerated duties by the Defendant to segregate the Defendant’s owed
funds or to refrain from using the funds for any non-trust purpose. While the allegations
sufficiently allege a contractional relationship between the parties, the Plaintiff does not include
the elements of fiduciary duty as required by the Eleventh Circuit. Thus, unless amended, the
Court dismisses Count III.
d. The Plaintiff Adequately Pled “Willful and Malicious Injury” under § 523(a)(6).
The Defendant finally argues that the Plaintiff failed to adequately plead that the
Defendant injured the Plaintiff willfully and maliciously. Def.’s Supp. Br., Doc. 6. Under §
523(a)(6), a debt may be found to be nondischargeable if the debt was incurred due to “willful
and malicious injury by the debtor to another entity or to the property of another entity.”
The Defendant argues that the Plaintiff did not allege sufficient facts to support an
allegation of willful and malicious injury because it failed to include facts about the Defendant’s
motive to inflict injury. Def.’s Supp. Br., Doc. 6. The Court disagrees. Rule 9(b) states, “[m]alice,

intent, knowledge, and other conditions of a person's mind may be alleged generally.” The
Eleventh Circuit, in determining what is required for pleading intent under Rule 9(b) states, “it is
sufficient to plead the who, what, when, where, and how of the [conduct] and then allege
generally that [the conduct was done] with the requisite intent.” Mizzaro v. Home Depot, Inc., 544 F.3d 1230, 1237 (11th Cir. 2008). In its complaint, the Plaintiff alleges that the Defendant
“acted willfully and maliciously” in directing funds owed to the Plaintiff to the Boyd Law Firm
to benefit the Defendant. Pl.’s Compl., Doc. 1, ¶¶ 38. The Plaintiff incorporates by reference
facts that include the transfer of funds including disputed fees by the Defendant to a Reserve
Fund and later to the Boyd Law Group instead of to the Plaintiff. Id. at 35. The Court finds that

the facts as pled demonstrate the “who, what, when, where, and how” sufficiently and that the
Plaintiff was allowed to allege generally that the conduct was willful and malicious. Thus, the
Court finds these facts sufficient to meet the standard for Rule 9(b) and does not dismiss Count
IV.
e. The Plaintiffs Did Not Adequately Plead Justifiable Reliance under §
523(a)(2)(A).

Finally, the Defendant argues the Plaintiff failed to adequately plead Count I, the
Plaintiff’s claim under § 523(a)(2)(A). Def.’s Supp. Br., Doc. 6. Section 523(a)(2)(A) excepts
from discharge a claim “for money, property, services, or an extension, renewal, or refinancing of
credit, to the extent obtained by… false pretenses, a false representation, or actual fraud…” A
claim under § 523(a)(2)(A) requires “(1) the debtor made a false representation with intent to
deceive the creditor; (2) the creditor relied on the representation; and (3) the creditor sustained a
loss as a result of the representation. Moreover, the creditor's reliance must be justified.” In re
Bilzerian, 100 F.3d 886, 892 (11th Cir. 1996) (citations omitted). The Defendant argues that the
Plaintiff failed to adequately plead justifiable reliance on the Defendant’s representations. Def.’s

Supp. Br., Doc. 6. This Court agrees.
The Complaint states that the Plaintiff relied on the representation of the Debtor that
included a written statement by the Debtor that he had included all cases in litigation. Pl.’s
Compl., Doc. 1, ¶ 15. The Complaint, however, fails to provide facts about why the Plaintiff was
justifiable in believing that the Defendant’s representations were reliable. The Plaintiff merely
alleges “RHS justifiably relied on [the] representation.” Id. at ¶ 25. That the Plaintiff’s reliance
was justified is a legal conclusion reciting an element of the cause of action and “courts ‘are not
bound to accept as true a legal conclusion couched as a factual allegation.’” Twombly, 550 U.S.
at 555. (quoting Papasan v. Allain, 478 U.S. 265, (1986)). Thus, unless amended, the Court

dismisses Count I.
III. CONCLUSION
For the aforementioned reasons, the Court GRANTS the Defendant’s motion as to
Counts I and III unless otherwise amended. The Court DENIES the Defendant’s motion as to
Counts II and IV. The Court will enter an order accordingly.