U.S. Bank N.A. v. DLJ Mtge. Capital, Inc.

2024 NY Slip Op 34538(U)
New York Supreme Court, New York County·Decided December 31, 2024·No. Index No. 650369/2013·Unpublished

Opinion

U.S. Bank N.A. v DLJ Mtge. Capital, Inc. 2024 NY Slip Op 34538(U) December 31, 2024 Supreme Court, New York County Docket Number: Index No. 650369/2013 Judge: Joel M. Cohen Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. FILED: NEW YORK COUNTY CLERK 12/31/2024 12:24 PM INDEX NO. 650369/2013 NYSCEF DOC. NO. 1150 RECEIVED NYSCEF: 12/31/2024

$$$$ SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. JOEL M. COHEN PART 03M Justice ------------------------------------------------------------------------------------ X

U.S. BANK NATIONAL ASSOCIATION, solely in its capacity INDEX NO. 650369/2013 as Trustee of the HOME EQUITY ASSET TRUST 2007-1 (HEAT 2007-1)

Plaintiff,

-v- DLJ MORTGAGE CAPITAL, INC.,

Defendant. ------------------------------------------------------------------------------------ X

DECISION AFTER NON-JURY TRIAL

Following a two-week non-jury trial, and voluminous post-trial submissions, the Court

concludes that Defendant DLJ Mortgage Capital, Inc. (“Defendant” or “DLJ”) is liable to

Plaintiff U.S. Bank National Association (“Plaintiff” or “U.S. Bank” or the “Trustee”), solely in

its capacity as Trustee of the Home Equity Asset Trust 2007-1 (the “Trust” or “HEAT 2007-1”),

for breaches of Representations and Warranties made in connection with 210 of the 783

challenged mortgage loans in the Trust. Damages will be determined in a separate hearing,

unless otherwise stipulated by the parties.

INTRODUCTION AND SUMMARY OF FINDINGS

This is a residential mortgage-backed securities (“RMBS”) case.1 At trial, Plaintiff

claimed that DLJ breached certain Representations and Warranties (“R&W” or “Reps”) in a

1 “RMBS are financial instruments, popular in the mid–2000s, backed by individual mortgage loans. The securitization process involves a ‘sponsor’ who acquires a bundle of loans from banking institutions (‘originators’) and sells the pooled loans to a ‘depositor,’ who places the

DECISION AFTER NON-JURY TRIAL 1 of 80 Page 1 of 80 [* 1] FILED: NEW YORK COUNTY CLERK 12/31/2024 12:24 PM INDEX NO. 650369/2013 NYSCEF DOC. NO. 1150 RECEIVED NYSCEF: 12/31/2024

Pooling and Servicing Agreement (“PSA” [JX-332]) concerning 783 of 5,149 securitized loans

(each a “Loan” and collectively the “Loans”) comprising the Trust. After trial, Plaintiff

withdrew its claims as to 8 of the 783 challenged Loans (NYSCEF 1142 ¶2).

As the Court of Appeals observed, “the PSA contains a ‘sole remedy’ provision granting

U.S. Bank, as trustee, the limited authority to seek a remedy for any breach by DLJ of these

representations and warranties through a contractually established ‘repurchase protocol’

requiring DLJ to cure, repurchase, or substitute a nonconforming mortgage loan within 90 days

of notice or independent discovery of such breaching loan” (U.S. Bank N.A. v DLJ Mtge.

Capital, Inc., 38 NY3d 169, 174 [2022]).

In order to establish DLJ’s liability under the Repurchase Protocol, Plaintiff must

establish on a Loan-by-Loan basis that it (1) provided pre-suit notice of, or that DLJ

independently discovered, the alleged R&W breach; (2) that a breach occurred; and (3) that the

breach had a material and adverse effect (“MAE”) on the Loan.2 If Plaintiff complies with the

Repurchase Protocol and establishes a breach and MAE, it is entitled to recover the “Repurchase

Price” as defined in Section 2.03(d) of the PSA.

loans into a trust. The trust issues certificates purchased by investors, who are entitled to a portion of the revenue stream from the borrowers’ payments. The mortgage loans in the trust are serviced by a ‘servicer,’ a party typically affiliated with the sponsor or originator. Each trust has a Trustee which acts on behalf of the Trust and whose responsibilities are prescribed by the securitization trusts’ governing agreements” (IKB Intl., S.A. v Wells Fargo Bank, N.A., 40 NY3d 277, 282 [2023]). 2 A material and adverse effect occurs where the breach “materially increased a loan’s risk of loss” (Home Equity Mtge. Tr. Series 2006-1 v DLJ Mtge. Capital, Inc., 175 AD3d 1175, 1177 [1st Dept 2019]).

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A. Notice/Discovery

The 783 Loans in dispute include 303 loans for which Plaintiff provided pre-suit notice to

DLJ (“Noticed Loans”), and 480 loans as to which Plaintiff did not provide pre-suit notice but

claims DLJ independently discovered breaches (“Non-Noticed Loans”). As to the latter

category, the Court determined prior to trial that Plaintiff may prove DLJ’s independent

discovery of breaches “by showing that [DLJ] knew or should have known about breaches of

representations and warranties” as to “individual loans or identifiable groups of loans. . .”

(NYSCEF 1028 (September 22, 2022, Transcript at 34-37) [citing U.S. Bank Nat. Ass'n v

GreenPoint Mortg. Funding, Inc., 147 AD3d 79, 86 [1st Dept 2016] and Fixed Income Shares:

Series M v Citibank, N.A., 157 AD3d 541, 542 [1st Dept 2018]). The Court explained that, given

recent Court of Appeals guidance (U.S. Bank N.A., 38 NY3d 169), “there must be some

granularity in the proof [as to DLJ’s independent discovery of breaches] whether it’s referring to

individual loans or identifiable groups of loans . . . I'm going to need to find that the requisite

discovery applies to the individual loans. . .” (NYSCEF 1028 at 36–37).

As explained in greater detail below, Plaintiff’s attempted proof of DLJ’s “independent

discovery” of breaches as to the Non-Noticed Loans largely fell short of the mark. Plaintiff did

establish that DLJ independently discovered breaches in 34 of the 480 Non-Noticed Loans based

largely on documents obtained through discovery (NYSCEF 1143 at Appendix E [listing 36

Loans for which Plaintiff claims DLJ actually discovered breaches]). As to the remainder,

however, Plaintiff’s proof consisted largely of generalized evidence regarding DLJ’s (i) loan

review process; (ii) stated concerns about the overall poor quality of the Loans and their

originators; (iii) repurchase demands to originators, and (iv) flaws in its due diligence and quality

control practices. As described below, the Court found those arguments to be unpersuasive and

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not supported by a preponderance of the evidence (see U.S. Bank N.A., 38 NY3d at 181 [“the

trustee’s assertion that the repurchase protocol can be invoked for certain breaching loans

through an allegation that other loans are nonconforming is nothing more than an attempt to

avoid the consequences of the sole remedy provision and pursue claims of ‘pervasive’ breach

without having adequately complied with the notice requirements of the repurchase protocol”]

[emphasis in original]). Plaintiff also argues in post-trial briefing that DLJ should be deemed to

have discovered breaches because the knowledge of certain Loan servicers, including DLJ

related entity Select Portfolio Servicing (“SPS”), should be imputed to DLJ by way of an

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U.S. Bank N.A. v. DLJ Mtge. Capital, Inc., 2024 NY Slip Op 34538(U) (N.Y. Super. Ct. 2024).

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