Ford v. SunTrust Mortg., Case No. 16–cv–2544–RMC

282 F.Supp.3d 227

Delores FORD, et al., Plaintiffs,

v.SUNTRUST MORTGAGE, et al., Defendants.

Case No. 16–cv–2544–RMC

United States District Court, District of Columbia.

Signed October 20, 2017

Charles Theodore Tucker, Jr., Tucker Law Group LLP, Brandywine, MD, for Plaintiffs.

Arnie B. Mason, Williams Mullen, P.C., McLean, VA, J. P. McGuire Boyd, Pro Hac Vice, Robert D. Perrow, Pro Hac Vice, Williams Mullen, Richmond, VA, Elizabeth A. Hutson, McGuire Woods LLP, David M. Souders, Joseph Michael Katz, Weiner Brodsky Kider PC, Washington, DC, for Defendants.

MEMORANDUM OPINION

ROSEMARY M. COLLYER, United States District Judge

Plaintiffs Delores Ford, Alice Freeman, Henry Khanagara, Bettye Tate, Deborah Johnson, and Darrell Johnson sue Defendants, a collection of financial institutions associated with mortgage lending. In their Complaint [Dkt. 1] (the Original Complaint or Orig. Compl.), Plaintiffs allege a basket of both federal and state law claims, which Defendants have moved to dismiss. In response, Plaintiffs have moved for leave to amend their Original Complaint. Defendants have, in turn, opposed Plaintiffs' motion, arguing that the proposed amendments to Plaintiffs' Complaint would be futile.

The Court addresses both Defendants' motions to dismiss and Plaintiffs' motion to amend. Because Plaintiffs' Original Complaint suffers from fatal defects of pleading, and because the same defects remain in Plaintiffs' proposed Amended Complaint, the Court will deny Plaintiffs' Motion to Amend as futile and grant Defendants' respective Motions to Dismiss.

I. BACKGROUND

A. Facts

Plaintiffs are all residents of Washington, D.C., who individually took out mortgages for specific properties throughout Washington, D.C. at various times between the years 1989 and 2008.¹ Plaintiffs allege in their proposed Amended Complaint that they are "the purchaser[s] of residential mortgage-backed securit[ies]" for their respective properties. See Proposed Amended Complaint (Amended Complaint or Am. Compl.) [Dkt. 27–4] ¶¶ 1–5. Defendants Suntrust Bank, Inc. (Suntrust),² Bank of America, N.A. (Bank of America), and Network Funding, L.P. (Network), are all mortgage underwriters who individually underwrote Plaintiffs' respective loans. Id. ¶¶ 12–16. Save Darrell and Deborah Johnson, no Plaintiff acted in concert with any other Plaintiff in taking out their mortgages, and none of the Defendants co-underwrote any mortgage loan.³ In other words, beyond the fact that all Plaintiffs took out mortgages, and all Defendants are mortgage underwriters, no interrelationship or common factual circumstance exists between them.

While Plaintiffs' Original Complaint and Amended Complaint are both short on specifics, the crux of their collective allegations is that Defendants, through their procedures in repackaging and securitizing Plaintiffs' mortgage loans, violated certain terms and warranties contained in their agreements with Plaintiffs and made material false representations to Plaintiffs. In neither the Original Complaint nor the Amended Complaint do Plaintiffs identify with particularity which terms were allegedly broken by each Defendant or what specific statements were allegedly made. Plaintiffs do allege that each Deed of Trust was notarized by a notary with an expired commission, although it remains unclear whether those notaries were employees or agents of Defendants, or if Defendants were aware that the commissions were expired.

B. Procedural History

Plaintiffs filed their Original Complaint on January 1, 2017. Defendants submitted individual Motions to Dismiss. See Bank of America Mot. to Dismiss (Bank of America MTD) [Dkt. 7]; Network Funding Mot. to Dismiss (Network MTD) [Dkt. 11]; Suntrust Mot. to Dismiss (Suntrust MTD) [Dkt. 16]. Plaintiffs submitted responses to these motions, see Pls.' Opp'ns [Dkts. 18 and 19] and moved to amend their Complaint, see Pls.' 1st Mot. to Amend [Dkt. 21].

Because Plaintiffs failed to attach their proposed Amended Complaint to this first motion, in violation of this District's Local Rules, the Court denied Plaintiffs' motion without prejudice. See 6/30/2017 Minute Order. On July 22, 2017, Plaintiffs then filed a second Opposition to Defendants' respective Motions to Dismiss, which included an attached proposed Amended Complaint, and which the Court therefore construes as a second Motion to Amend. See 2d Mot. to Amend [Dkt. 27]. All three Defendants opposed this renewed Motion to Amend, see Bank of America Mem. in Opp'n [Dkt. 29]; Suntrust Mem. in Opp'n [Dkt. 30]; Network Mem. in Opp'n [Dkt. 31]. To date, Plaintiffs have filed no reply.

In their Original Complaint, Plaintiffs allege three separate claims against all Defendants: (1) Civil Penalties for False Statements Within Jurisdiction of United States, ( 18 U.S.C. § 1001 (2012) ), in violation of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), 12 U.S.C. § 1833a ; (2) Civil Penalties for False Statements to Financial Institutions ( 18 U.S.C. § 1014 ), also in violation of FIRREA; and (3) Breach of Contract. See Orig. Compl. at 14–15.⁴

In their Amended Complaint, Plaintiffs retain both the Original Complaint's first FIRREA claim and the breach of contract claim. They replace the Original Complaint's second FIRREA claim with a state law negligent misrepresentation claim, and add no additional claims. See Am. Compl. at 6–7. While neither the Original Complaint nor the Amended Complaint specifies under which state law Plaintiffs bring their breach of contract and negligent misrepresentation claims, Plaintiffs are all residents of the District of Columbia and the events giving rise to this suit substantially occurred in the District of Columbia. See Compl. ¶ 7. Therefore the Court will apply D.C. law to these claims.

II. JURISDICTION

While Defendants do not challenge jurisdiction, it is incumbent on the Court to verify its jurisdiction. Relying on their FIRREA claims, Plaintiffs claim jurisdiction under 18 U.S.C § 1331, federal question. "[T]he vast majority of cases brought under the general federal-question jurisdiction of the federal courts are those in which federal law creates the cause of action." Merrell Dow Pharm. Inc. v. Thompson , 478 U.S. 804, 808, 106 S.Ct. 3229, 92 L.Ed.2d 650 (1986). Because Plaintiffs challenge Defendants' conduct under federal law, the Court may retain jurisdiction over this case.

III. LEGAL STANDARDS

A. Motion to Dismiss

Defendants move to dismiss Plaintiffs' Original Complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). A motion to dismiss for failure to state a claim challenges the adequacy of a complaint on its face. Fed. R. Civ. P. 12(b)(6). A complaint must be sufficient "to give a defendant fair notice of what the ... claim is and the grounds upon which it rests." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Although a complaint does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. A court must treat the complaint's factual allegations as true, "even if doubtful in fact," id. , but a court need not accept as true legal conclusions set forth in a complaint, see Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim for relief that is "plausible on its face." Twombly , 550 U.S. at 570, 127 S.Ct. 1955. A complaint must allege sufficient facts that would allow the court "to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal , 556 U.S. at 678–79, 129 S.Ct. 1937. In deciding a motion under Rule 12(b)(6), a court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits or incorporated by reference, and matters about which the court may take judicial notice. Abhe & Svoboda, Inc. v. Chao , 508 F.3d 1052, 1059 (D.C. Cir. 2007).

B. Futility of Amendment

Defendants challenge Plaintiffs' Motion to Amend the Complaint on the grounds that the proposed amendments would be futile. Under Federal Rule of Civil Procedure 15(a), the court should "freely give leave" to a party to amend its pleading "when justice so requires[.]" Fed. R. Civ. P. 15(a)(2). "The grant or denial of leave lies in the sound discretion of the district court." Adams v. Quattlebaum , 219 F.R.D. 195, 197 (D.D.C. 2004) (citing Firestone v. Firestone , 76 F.3d 1205, 1208 (D.C. Cir. 1996) ). Leave to amend should be granted "[i]n the absence of any apparent or declared reason—such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, [or] futility of [the] amendment[.]" Foman v. Davis , 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962) ; accord Miller v. Gray , No. 13-2018, 2016 WL 8671830, at *2 (D.D.C. Dec. 16, 2016). A motion to amend a complaint is futile if "the proposed claim would not survive a motion to dismiss." Berry v. Coastal Int'l Sec. Inc. , No. 12-1420, 2015 WL 13216805, *2 (D.D.C. July 24, 2015) (citing James Madison Ltd. v. Ludwig , 82 F.3d 1085, 1099 (D.C. Cir. 1996) ).

In other words, if Plaintiffs' proposed Amended Complaint would fail to state a claim under the Twombly/Iqbal pleading standard, those proposed amendments would be "futile." Because of this, the Court applies the same standard in assessing the claims in the proposed Amended Complaint as those in the Original Complaint.

IV. ANALYSIS

Plaintiffs' claims can be separated into two categories, which apply equally to both the Original and Amended Complaints: (1) Federal law claims brought under FIRREA; and (2) state law claims for...