On May 8, 2015, the Federal Home Loan Bank of Boston filed a stipulation of voluntary dismissal with prejudice of claims it levied against JP Morgan Chase & Co., the Bear Stearns Companies Inc., EMC Mortgage Corporation and other entities. FHLB Boston had filed suits seeking rescission and other damages under Massachusetts law, alleging that the defendant banks made material misstatements and omissions about the riskiness of the mortgage pools underlying the securities. There was no mention in the stipulation of whether a settlement had been reached. Stipulation.
JP Morgan Chase & Co.
JP Morgan Settles RMBS Lawsuit for $500 Million
On February 1, JP Morgan Chase & Co. settled federal securities claims brought by investors led by the Public Employees’ Retirement System of Mississippi and the New Jersey Carpenters Health Fund related to Bear Stearns’ sale of $17.58 billion in residential mortgage-backed securities. The settlement is subject to approval by U.S. District Judge Laura Taylor Swain of the United States District Court of the Southern District of New York. Settlement Agreement.
JP Morgan Reaches Agreement in Principle to Settle Dispute Over $17.6B in MBS
On January 8, 2015, plaintiffs in a class action lawsuit against JP Morgan Chase informed the court that the parties had an agreement in principle to settle the case. The suit was initially commenced against Bear Stearns in August of 2008, and alleged that the bank misrepresented the underwriting process and the quality of the underlying loans in connection with $17.6 billion in RMBS. The settlement will be subject to approval by Judge Swain of the United States District Court for the Southern District of New York. Preliminary papers seeking such approval are scheduled to be filed on February 2, 2015. Endorsed Status Report.
Delaware Chancery Court Revives Repurchase Litigation
On January 12, 2015, Vice Chancellor Laster of the Delaware Chancery Court granted the plaintiff’s motion for reargument and revived the breach of contract claims that the court had previously held to be untimely in Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage Corp. and JPMorgan Chase Bank, N.A.. First, the court concluded that a controlling Delaware Supreme Court decision the parties had not previously identified required application of New York’s six year statute of limitations, rather than Delaware’s three-year limitation period. The lawsuit was commenced within six years of the alleged breach, rendering it timely under New York law. Second, the court alternatively reasoned (in dicta) that even assuming Delaware law applied, the action would be timely due to the contract’s accrual provision, which stated that the repurchase claims would not accrue until the plaintiff’s demands were refused. This constituted a “condition precedent” to the action that tolled accrual under Delaware law, a position New York courts have to date rejected. The Court further concluded that the accrual provision validly extended the statute of limitations as permitted by a recent Delaware statute, which permits parties to extend the period up to 20 years (under New York law, parties are not permitted to extend the limitations period by agreement). Order.
JP Morgan Discloses Investigation of MBS Practices
In its Form 10-Q filed with the SEC on August 7, JP Morgan Chase & Co. disclosed that it is responding to parallel criminal and civil investigations by the U.S. Attorney’s Office for the Eastern District of California relating to subprime and Alt-A RMBS securitized and sold by JPMorgan between 2005 and 2007. The investigations follow a May 2013 notice from the civil division of the U.S. Attorney’s Office that the division preliminarily concluded that JPMorgan violated certain federal securities laws in connection with those offerings. 10-Q Excerpt.
Federal Court Dismisses $31 Million FDIC Suit as Time-Barred
On April 22, Judge Mariana R. Pfaelzer of the United States District Court for the Central District of California dismissed as time-barred the Federal Deposit Insurance Corporation’s (FDIC) $31 million suit against JPMorgan Chase & Co., Bank of America, Citigroup and Deutsche Bank AG related to the sale of RMBS originated by Countrywide. FDIC sued as receiver for Strategic Capital Bank. Judge Pfaelzer held that a reasonable investor in Countrywide securities could have sued before May 22, 2008, and therefore a reasonably diligent investor should have discovered alleged misstatements in the offering documents before that date. The Court held that the statute of limitations for later-filed federal claims was not tolled by an earlier action because it was filed in state court, and the plaintiff had not purchased any of the same tranches as Strategic Capital Bank. Decision.
RMBS Trust Files $293 Million Suit Against EMC Mortgage and JPMC
On May 25, 2012, the securitization trust of two RMBS sold in 2006 by EMC Mortgage LLC filed a summons with notice in New York State Supreme Court. The action seeks specific performance, compensatory damages in the amount of at least $293 million, and declaratory judgment against EMC and its successor in interest JP Morgan Chase & Co. The summons and notice alleges that EMC failed to cure breaches of representations and warranties it made relating to the quality of the pool of residential mortgage loans. The trust alleges breaches with respect to at least 1,917 of the loans and requests repurchase of those loans. Summons with Notice.
Stichting Pensioenfonds Sues WaMu, Bear Stearns For RMBS Losses
On December 7, 2011, Stichting Pensioenfonds, a Dutch pension firm, filed a complaint against JP Morgan Chase & Co., and related entities and individuals, in the Supreme Court of the State of New York. Stichting seeks to recover losses incurred on 26 RMBS certificates purchased from JP Morgan, Bear Stearns & Co., and Washington Mutual Bank. Stichting alleges that the defendants made false or misleading statements regarding the quality of the mortgages underlying the securities. Stichting is pursuing claims based on Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as common law claims of negligent misrepresentation, fraud, and aiding and abetting fraud. Complaint.