Holland v. JPMorgan Chase Bank, N.A.

STEVEN W. HOLLAND, Plaintiff, v. JPMORGAN CHASE BANK, N.A., and CHASE BANK USA, N.A., Defendants.

19 Civ. 00233 (PAE)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

August 28, 2019

OPINION & ORDER

PAUL A. ENGELMAYER, District Judge:

This case involves an alleged violation of the Telephone Consumer Protection Act, 47 U.S.C. §§ 227 et seq. ("TCPA"). Plaintiff Steven W. Holland asserts that, beginning in August 2012, he received repeated telephone calls relating to five Chase credit card accounts. Holland alleges that defendants JPMorgan Chase Bank, N.A. ("JPMC") and Chase Bank USA, N.A. ("Chase" and, together with JPMC, "defendants") used an automated telephone dialing system ("auto-dialer") to place a "barrage" of robocalls without his prior express consent, in violation of the TCPA.

Before the Court is defendants' motion to dismiss. Defendants argue that Holland lacks standing to proceed against JPMC, that his claim is barred by the doctrine of res judicata and by the relevant statute of limitations, and that his Complaint, by neglecting to distinguish the conduct of each defendant, fails to satisfy the pleading requirements of Federal Rule of Civil Procedure 8.

For the reasons that follow, the Court grants defendants' motion to dismiss.

I. Background

A. Factual Background¹

1. The Parties

Holland is a physical therapist who resides in Harrison County, Mississippi. Compl. ¶¶ 5-6.

Before 2019, JPMC and Chase were the two principal bank subsidiaries of non-party JPMorgan Chase & Co. ("JPM"), a financial holding company incorporated under Delaware law. Dkt. 23 ("Def. Supp. RJN"), Ex. 1 at 1; Dkt. 32 ("Pl. Mem."), Ex. 13 at 1. JPMC is a national banking association incorporated under Ohio law. Dkt. 22 ("Def. RJN"), Ex. 11; Pl. Mem., Ex. 13 at 1. Chase was a national banking association incorporated under Delaware law. Id. Chase was engaged in the business of issuing and servicing credit card accounts. Def. RJN, Ex. 14; Pl. Mem., Ex. 13 at 1.

On December 4, 2018, JPMC filed a merger application with its regulator, the Office of the Comptroller of the Currency ("OCC"), to request approval for Chase to merge with and into JPMC. Pl. RJN, Ex. 1. On January 17, 2019, the merger application was approved, and on May 18, 2019, the merger became effective. Pl. RJN, Ex. 2.

2. Holland's Credit Card Accounts and Defendants' Robocalls

Holland held five credit card accounts with Chase, which were closed in October 2009. Oct. 2012 Ltr.; Aug. 2013 Ltr. In August 2012, defendants allegedly initiated a "barrage" of robocalls regarding Holland's accounts to his cellular telephone number and his physical therapy office telephone number. Compl. ¶¶ 9, 11. Although the Complaint is less than clear as to which defendant made the relevant robocalls, Holland appears to allege the calls were made by one or both of Chase and/or JPMC.² Id.

On at least some calls that Holland answered, he "was greeted by a brief period of unnatural silence and/or an audible click/beep prior to a live representative joining the line . . . telltale signs of an automated telephone dialing system." Id. ¶ 18. The calls either transmitted a prerecorded message before a representative joined the line or left a prerecorded voicemail message. Id. ¶ 19. Holland alleges that at least some of the calls featured the message: "This is an important message from Chase Card Services. Please return this call today at 1-866-865-2297. Thank you." Id. The robocalls were made without Holland's consent. Id. ¶ 20.

The robocalls caused "constant interruptions" during Holland's treatment of patients, as well as embarrassment to Holland. Id. ¶ 13. Holland alleges that the disruptions "consistently and materially interfered with [his] ability to effectively render treatment to his patients." Id. ¶ 11; see Aug. 2013 Ltr.

On October 10, 2012, Holland sent a letter to "Chase Bank USA, NA," demanding that the calls stop. Oct. 2012 Ltr.; Compl. ¶ 14. The robocalls persisted, prompting Holland to send another letter to "Chase Bank USA, NA" on August 28, 2013, again demanding that Chase cease calling his cellular and office telephone numbers. Aug. 2013 Ltr.; Compl. ¶ 14. Holland also repeatedly, when he answered the robocalls, instructed the callers that the collection calls were being made in error, and he demanded that the calls stop. Compl. ¶ 15. Despite Holland's repeated demands, he allegedly received in excess of 250 auto-dialed calls from one or both defendants. Id. ¶ 16.

B. Procedural History

On January 24, 2019, Holland filed the Complaint against Chase and JPMC, attaching the October 2012 and August 2013 letters. Compl. On March 7, 2019, defendants filed the instant motion to dismiss the Complaint, Dkt. 18, along with their memorandum of law in support, Dkt. 19 ("Def. Mem."), the affidavit of Michelle Frasco, Dkt. 20 ("Frasco Aff."), and the affidavit of Alicia Hernandez, Dkt. 21 ("Hernandez Aff."). On March 8, 2019, defendants additionally filed two requests for judicial notice of 14 documents related to the motion to dismiss. Def. RJN; Def. Supp. RJN. On April 9, 2019, Holland filed a memorandum of law in opposition, Pl. Mem., attaching 14 exhibits. Holland also filed the Holland Declaration, attaching a letter from Chase and account statements. Holland Decl., Ex. 1. On April 22, 2019, defendants filed their reply. Dkt. 33.

On June 11, 2019, without advance notice or leave of the Court, Holland filed a motion for judicial notice, attaching five exhibits relating to the merger of Chase with and into JPMC. Pl. RJN. In the same filing, Holland made arguments in favor of taking judicial notice of the 14 exhibits previously attached to his opposition. Id. On June 20, 2019, defendants filed a response in opposition to the motion. Dkt. 35. On July 9, 2019, Holland filed a reply. Dkt. 43.

II. Judicial Notice

A. Legal Standards

Under Federal Rule of Evidence 201, a court may take judicial notice, at "any stage of the proceeding," of any fact "that is not subject to reasonable dispute because" it "can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned." Fed. R. Evid. 201(b)(2), (d). When considering a Rule 12(b)(6) motion, the Court may take judicial notice of certain matters of public record without converting the motion into one for summary judgment. See, e.g., Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007) ("[C]ourts must consider the complaint in its entirety, as well as . . . documents incorporated into the complaint by reference, and matters of which a court may take judicial notice."); Staehr, 547 F.3d at 426 (2d Cir, 2008) ("[M]atters judicially noticed by the District Court are not considered matters outside the pleadings.") (citing 5 Charles Alan Wright & Arthur R. Miller, Fed. Prac. & Pro. § 1366 & n. 33 (3d ed. 2004)); Kramer v. Time Warner Inc., 937 F.2d 767, 774 (2d Cir. 1991) (courts may "take judicial notice of the contents of relevant public disclosure documents . . . as facts capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned") (internal quotation marks and citation omitted).

Pursuant to Rule 201, courts have considered documents publicly filed with the SEC or FINRA, documents filed with a Secretary of State, documents filed with governmental entities and available on their official websites, and information publicly announced on certain non-governmental websites, such as a party's official website. See, e.g., Kramer, 937 F.2d at 774 (SEC filings); Forgione v. Gaglio, No. 13 Civ. 9061 (KPF), 2015 WL 718270, at *17 (S.D.N.Y. Feb. 13, 2015) (FINRA filings); Chevron Corp. v. Salazar, 807 F. Supp. 2d 189, 193 n.5 (S.D.N.Y. 2011) (merger agreement filed with Delaware Secretary of State); Am. Cas. Co. of Reading, PA. v. Lee Brands, Inc., No. 05 Civ. 6701 (SCR), 2010 WL 743839, at *4(S.D.N.Y. Mar. 3, 2010) (corporate certificate of dissolution filed with California Secretary of State); Doron Precision Sys., Inc. v. FAAC, Inc., 423 F. Supp. 2d 173, 179 n.8 (S.D.N.Y. 2006) ("For purposes of a 12(b)(6) motion to dismiss, a court may take judicial notice of information publicly announced on a party's website, as long as the website's authenticity is not in dispute and it is capable of accurate and ready determination.") (internal quotation marks and citation omitted).

A district court may also take judicial notice of filings made in another court "not for the truth of the matters asserted in the other litigation, but rather to establish the fact of such litigation and related filings." Kalimantano GmbH v. Motion in Time, Inc., 939 F. Supp. 2d 392,404 (S.D.N.Y. 2013) (quoting Liberty Mut. Ins. Co. v. Rotches Pork Packers Inc., 969 F.2d 1384, 1388 (2d Cir. 1992)); see also, e.g., Staehr, 547 F.3d at 425 ("[I]t is proper to take judicial notice of the fact that press coverage, prior lawsuits, or regulatory filings contained certain information, without regard to the truth of their contents.") (emphasis omitted). Particularly relevant here, "it is proper to consider public documents on a motion to dismiss to determine whether claims are barred by prior litigation." Cowan v. Codelia, No. 98 Civ. 5548 (JGK), 2001 WL 856606, at *1 (S.D.N.Y. July 30, 2001) (citing Day v. Moscow, 955 F.2d 807, 811 (2d Cir. 1992)).

B. Application

Defendants have made two requests for judicial notice. Def. RJN; Def. Supp. RJN. The documents attached to these requests broadly fall into three categories: (1) court filings from Barrow v. JPMorgan Chase Bank, N.A., No. 16 Civ. 3577 (N.D. Ga. 2016), which relate to Holland's tolling argument, Def. RJN, Exs. 1-5; (2) court filings from Gehrich v. Chase Bank USA, N.A. et al., No. 12 Civ. 5510 (N.D. Ill. 2012), which relate to defendants' res judicataargument, Def. RJN, Exs. 6-9; and (3) regulatory filings and related documents maintained and provided by governmental agencies, Def. RJN, Exs. 10-14; Def. Supp. RJN, Ex. 1.

For...