ORDER
KARLTON, Chief Judge Emeritus.
This matter is before the court on the motion of Country National Bank and certain of the Bank's directors to dismiss Marshall S. Mayer's second amended counterclaim and third-party complaint for failure to state a claim. For the reasons explained herein, the motion is GRANTED in part and DENIED in part.
I
PROCEDURAL BACKGROUND
Plaintiff Country National Bank ("Bank") filed suit in state court...
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