Residential Funding Co. v. Greenpoint Mortgage Funding, Inc. (In re Residential Capital, LLC)

519 B.R. 593
CourtDistrict Court, S.D. New York
DecidedSeptember 24, 2014
DocketBankruptcy No. 12-12020 (MG); Adversary No. 14-1916 (MG); Nos. 13-cv-8937 (PKC), 14-cv-5452 (PKC)
StatusPublished
Cited by10 cases

This text of 519 B.R. 593 (Residential Funding Co. v. Greenpoint Mortgage Funding, Inc. (In re Residential Capital, LLC)) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Residential Funding Co. v. Greenpoint Mortgage Funding, Inc. (In re Residential Capital, LLC), 519 B.R. 593 (S.D.N.Y. 2014).

Opinion

MEMORANDUM AND ORDER

CASTEL, District Judge.

Defendant Greenpoint Mortgage Funding, Inc. (“Greenpoint”) moves to withdraw the reference to the bankruptcy court in this breach of contract action brought by plaintiff Residential Funding Co., LLC (“RFC”). For the following reasons, the Court holds that the bankruptcy court has jurisdiction over the action, that the action is non-core, and that Greenpoint’s motion will be denied.

BACKGROUND

RFC is a limited liability company with its principal place of business in Minneapolis, Minnesota. Prior to its insolvency, RFC was in the business of acquiring and securitizing residential mortgage loans. RFC purchased loans from many mortgage originators, including Greenpoint, [596]*596and distributed the loans by either pooling them with other similar mortgage loans to sell into residential mortgage-backed security (“RMBS”) trusts, or selling them to whole loan purchasers.

The complaint alleges that Greenpoint sold over 1,200 mortgage loans with a total principal balance in excess of $470 million to RFC pursuant to a mortgage loan purchases and warranties agreement (the “Agreement”). (Compl. ¶¶ 17-18, Dkt. No. 3-1) The gravamen of the complaint is that Greenpoint breached its obligations to RFC under the Agreement by failing to ensure that mortgage loans sold to RFC met underwriting standards set forth in representations and warranties in the Agreement, and that Greenpoint is obligated to indemnify RFC for a portion of the liabilities that RFC incurred in a 2012 global settlement providing a resolution of the multifarious pre-petition RMBS-relat-ed claims against it (the “Global Settlement”). RFC’s complaints in its 83 other actions (together with this action, the “RFC Actions”) bring substantially similar claims against other mortgage loan originators pursuant to each of their individual purchase agreements with RFC.1

In May 2012, faced with over two dozen lawsuits alleging that the loans securitized and sold by RFC were defective, RFC filed a petition for relief under Chapter 11 of the Bankruptcy Code. Dozens of claimants filed hundreds of proofs of claim in the bankruptcy proceeding, collectively alleging tens of billions of dollars in damages stemming from defective mortgage loans. Greenpoint did not file a proof of claim in RFC’s bankruptcy proceeding. Ultimately, RFC agreed to the Global Settlement, resolving all of its RMBS-related liabilities in exchange for over $9 billion of allowed claims in its bankruptcy case, plus additional sums for securities fraud claims. On December 11, 2013, the bankruptcy court (Martin Glenn, U.S.B.J.) approved the Global Settlement and entered an order (the “Confirmation Order”) confirming the debtor’s chapter 11 liquidation plan (the “Plan”). (Dkt. No. 6065, In re Residential Capital, LLC, No. 12-12020(MG), 2013 WL 6698365 (Bankr.S.D.N.Y. Dec. 11, 2013))

Prior to the confirmation of the plan, RFC brought at least three civil actions against individual mortgage loan originators in the United States District Court for the District of Minnesota.2 A few days after confirmation of the plan, RFC brought an additional 66 substantially similar actions in the District of Minnesota. See RFC v. Cherry Creek Mortgage Co., 13-cv-3449 (JNE)(SER), 2014 WL 1686516, at *1 (D.Minn. Apr. 29, 2014). Each of the suits invoked the court’s diversity jurisdiction under 28 U.S.C. § 1332 and asserted claims for breach of contract and indemnification pursuant to individual mortgage loan purchase and warranty agreements between RFC and each originator. Id. Beginning in March 2013, RFC filed motions under 28 U.S.C. § 1404 in each of the Minnesota actions seeking to transfer each case to this District, where the cases would be referred to the bank[597]*597ruptcy -court. After the denial of seven such transfer motions, RFC withdrew its remaining transfer motions. See id. at *4-5; RFC v. First Citizens Bank & Trust Co., 13-cv-3514 (RHK)(TNL) (D.Minn. May 13, 2014) (Dkt. No. 33) (same order issued in five cases).

Subsequently, RFC filed an additional set of actions in this Court and in New York state court, and also commenced several adversary proceedings in the bankruptcy court for this district. The complaint in the instant action, filed on December 17, 2013, asserted that this court had subject matter jurisdiction pursuant to 28 U.S.C. § 1332. Residential Funding Co. v. Greenpoint Mortg. Funding, Inc., 13-cv-8937 (PKC) (Dkt. No. 1 at ¶ 13). On March 14, 2014, RFC filed an amended complaint in this action, newly alleging that this Court also has federal question jurisdiction over the matter pursuant to 28 U.S.C. § 1334, because “the matter arises under title 11 or arises in or is related to the bankruptcy proceeding. ...” (Id., Dkt. No. 33 at ¶ 15) Several days after filing the amended complaint, RFC filed a letter motion requesting that the case be referred to the bankruptcy court. This Court granted the request on March 19, 2014 pursuant to the Amended Standing Order of Reference for this district (the “Standing Order”). See Amended Standing Order of Reference, 12-mc-00032 (S.D.N.Y. Jan. 31, 2012).

On July 18, 2014, Greenpoint filed the instant motion to withdraw the reference. (Dkt. No. 1) Similar motions to withdraw the reference were filed in this district by the defendants in connection with ten other adversary proceedings then pending before the bankruptcy court under a consolidated docket. In re ResCap Liquidating Trust Mortg. Purchase Litig., 14-ap-07900 (Bankr.S.D.N.Y).

On the same day that Greenpoint’s motion in this case was filed, Judge Heller-stein issued a decision granting a defendant’s motion to withdraw the reference and transfer the action to the District of Minnesota. Rescap Liquidating Trust v. RBC Mortg. Co., 14-cv-4457 (AKH), Dkt. No. 10 (S.D.N.Y. Jul. 18, 2014). On September 9, 2014, Judge Pauley ordered the same relief in a separate case. Rescap Liquidating Trust v. CMG Mortg., Inc., 14-cv-4950 (WHP), 2014 WL 4652664 (S.D.N.Y. Sep. 10, 2014). Judge Swain followed suit on September 16, 2014 in another of the RFC Actions. Rescap Liquidating Trust v. Primary Capital Advisors, LLC, 14-cv-05224 (LTS), Dkt. No. 31 (S.D.N.Y). In each of those three actions, the underlying contract between RFC and the originator-defendant included an exclusive forum selection provision requiring that claims arising out of the contract be litigated before the state or federal courts of Minnesota. In this case, a similar exclusive forum selection provision in the Agreement points to the state and federal courts of New York. Am. Compl. Ex. A at 45, Dkt. No. 33-1, 13-ev-8937 (PKC) (S.D.N.Y. Mar. 3, 2014).

LEGAL STANDARD

A “district court may withdraw, in whole or in part, any case or proceeding referred [to the bankruptcy court] under this section, on its own motion or on timely motion of any party, for cause shown.” 28 U.S.C. § 157(d).

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Bluebook (online)
519 B.R. 593, Counsel Stack Legal Research, https://law.counselstack.com/opinion/residential-funding-co-v-greenpoint-mortgage-funding-inc-in-re-nysd-2014.