Williams v. FirstPlus Home Loan Trust 1996-2

209 F.R.D. 404, 2002 U.S. Dist. LEXIS 14992, 2002 WL 1790738
CourtDistrict Court, W.D. Tennessee
DecidedJuly 10, 2002
DocketNo. 01-2901 GB
StatusPublished
Cited by10 cases

This text of 209 F.R.D. 404 (Williams v. FirstPlus Home Loan Trust 1996-2) is published on Counsel Stack Legal Research, covering District Court, W.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Williams v. FirstPlus Home Loan Trust 1996-2, 209 F.R.D. 404, 2002 U.S. Dist. LEXIS 14992, 2002 WL 1790738 (W.D. Tenn. 2002).

Opinion

ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS

GIBBONS, District Judge.

On October 2, 2001 plaintiffs Richard Williams and Mossilean Williams (“plaintiffs”), on behalf of themselves and all other persons similarly situated,1 initiated this action in the Circuit Court of Shelby County, Tennessee against defendants FirstPlus Home Loan Trust 1996-2; FirstPlus Home Loan Owner Trust 1996-3; FirstPlus Home Owner Loan Trust 1996 — 4; FirstPlus Home Loan Owner Trust 1997-1; FirstPlus Loan Owner Trust 1997-2; FirstPlus Home Loan Owner Trust 1997-3; FirstPlus Home Loan Owner Trust 1997-4; FirstPlus Home Loan Owner Trust 1998-1; FirstPlus Home Loan Owner Trust 1998-2; FirstPlus Home Loan Owner Trust 1998-3; FirstPlus Home Loan Owner Trust 1998-4; FirstPlus Home Loan Owner Trust 1998-5 (collectively “FirstPlus Trusts”); German American Capital Corporation; UBS Warburg Real Estate Securities, Inc., i/k/a Paine Webber Real Estate Securities, Inc. (“UBS”); Ace Securities Corporation Home Loan Trust 1999A (“Ace Trust”); Sovereign Bank; Real Time Resolutions, Inc.; and U.S. Bank, NA, ND; (collectively “defendants”). Plaintiffs allege that defendants are current holders or assignees of certain second mortgage notes between FirstPlus Group and plaintiff class members, and the mortgage notes violate the Tennessee statutory limitations on interest, loan origination fees, loan brokerage commissions and/or other loan charges established in Tennessee Code Annotated sections 47-14-102, 47-14-103, 47-14-112, 47-14-113, 47-14-117, 47-15-102, 47-15-103, and 47-15-104, and the Rules of the Tennessee Department of Financial Institutions, chapter 0180-17. Plaintiffs also allege that Mortgage Lenders violated the Tennessee Consumer Protection Act (“TCPA”), Tenn.Code Ann. §§ 47-18-101 et seq., which prohibits unfair or deceptive acts or practices. Additionally, plaintiffs allege that since FirstPlus Group violated the [407]*407above Tennessee statutory provisions, the loan agreements between plaintiffs and FirstPlus Group are void or voidable as an illegal contract against public policy. Plaintiffs assert that defendants, as holders of the notes securing the mortgages, are liable for FirstPlus Group’s conduct. Plaintiffs seek relief in several forms, including injunctive and declaratory relief, compensatory and punitive damages, attorneys’ fees, costs, and pre- and post-judgment interest. (Compl.HH B-K.)

On March 11, 2002, Sovereign Bank filed a motion to dismiss the complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). On April 1, 2002, UBS also filed a motion to dismiss pursuant to Rule 12(b)(6). On that same date, defendants FirstPlus Trusts, Ace Trust, Real Time Resolutions, U.S. Bank, and German American collectively filed a motion to dismiss pursuant to Rule 12(b)(2) for lack of personal jurisdiction or, in the alternative, pursuant to Rule 12(b)(6) for failure to state claims upon which relief can be granted. The arguments raised in each of these three motions are substantially similar and will be dealt with by the court together; distinctions as to which defendant or defendants an analysis is applicable will be indicated as necessary. The four basic issues raised by defendants are: (1) whether this court has personal jurisdiction over some of the defendants; (2) whether plaintiffs have standing to assert claims against some of the defendants; (3) whether assignees of the loans can be held liable for the actions of the original lenders; and (4) whether certain of plaintiffs claims are barred by Tennessee statutory provisions including statute of limitations, statute of repose, and exclusivity of remedies. The court now considers these motions.

The following factual allegations are included in plaintiffs’ complaint and are taken as true for purposes of this order. The Williamses obtained a second mortgage home equity loan from FirstPlus Group on January 28, 1998, which was secured by their residence in Cordova, Tennessee. (Compl.) H 26. The original principal amount of the loan was $21,728.44. Id. Their loan included the following costs: a 15.25% interest rate, a $849.60 voluntary IUI premium, a $835.15 service charge, and a $43.69 recording fee. Id. H27. Plaintiffs assert that the interest rate and closing costs charged exceed that which is allowed under Tennessee law and that the fees charged were in excess of the costs incurred and for services not provided. Id. HH 22-23. Plaintiffs refinanced the loan on December 15, 1998, thereby paying it in full. Id. H. 28.

The following facts are relevant to the jurisdiction analysis and are undisputed. Pamela Wieder, Vice President of U.S. Bank, NA, attests that FirstPlus Home Loan Trust 1996-2 (“1996-2 Trust”) was formed and created under the terms of a Pooling and Servicing Agreement, among FirstPlus Investment Corporation, FirstPlus Financial, Inc., and FirstTrust of California, NA (now U.S. Bank, NA). (Wieder Aff. HH1-3.) U.S. Bank, NA is the trustee of the 1996-2 Trust. Id. H 3. U.S. Bank, NA is also the co-owner trustee and indenture trustee of the First-Plus Home Loan Owner Trust 1996-3, 1996— 4, 1997-1, 1997-2, 1997-3, 1997-4, 1998-1, 1998-2, 1998-3, 1998-4, and 1998-5 (collectively “Owner Trusts”). Id. H 5; Wieder Aff. II HH2-5. The Owner Trusts were formed and created under the terms of trust agreements entered into in 1996 and 1997, pursuant to which Wilmington Trust Company is the owner trustee and U.S. Bank, NA is the co-owner trustee. (Wieder Aff. HH 6-7; Wieder Aff. II HH 3-5.) The purpose of the 1996-2 Trust and Owner Trusts (collectively “Trusts”) is to hold mortgage loans, receive income from the mortgage loans, which is collected by the loan servicer, and distribute that income to holders of notes pursuant to the respective agreements which created the trusts. (Wieder Aff. H 8; Wieder Aff. II H 6.) The Owner Trusts issued notes under the terms of indentures between them and U.S. Bank, NA or First Bank, NA. (Wieder Aff. H 9; Wieder Aff. II H 7.) The Owner Trusts also issued certificates pursuant to the terms of the trust agreements. (Wieder Aff. H 9.) All of the payments from the Owner Trusts are pledged to U.S. Bank, NA, as the indenture trustee, to secure the Owner Trusts’ obligations and indentures, and Owner Trusts’ estate is held by U.S. Bank, NA, for the benefit of the holders of the certificates [408]*408issued pursuant to the trust agreements. (Wieder Aff. f 10; Wieder Aff. II U 8.) The 1996-2 Trust also issued certificates, pursuant to the terms of the Pooling and Servicing Agreement. (Wieder Aff. U11.) U.S. Bank, NA receives all payments on the mortgage loans held by the 1996-2 Trust and, after paying fees and expenses, remits the payments to the holders of the certificates issued by the 1996-2 Trust. Id.

The 1996-2 Trust was created in, and is located and administered in New York. Id. U12. The Owner Trusts are Delaware business trusts which are located and administered in Delaware. Id. U12; Wieder Aff. II U 9. The 1996-2 Trust’s only office is that which is maintained by U.S. Bank, NA in Minnesota as trustee. (Wieder Aff. U13.) The Owner Trusts’ only office is that which is maintained as the Corporate Trust Office of Wilmington Trust Company in Delaware. Id. U13; Wieder Aff. II U10. The Trusts have no bank accounts in Tennessee. (Wieder Aff. 1114; Wieder Aff. II 1111.) The Trusts have no employees. (Wieder Aff. U15; Wieder Aff.

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209 F.R.D. 404, 2002 U.S. Dist. LEXIS 14992, 2002 WL 1790738, Counsel Stack Legal Research, https://law.counselstack.com/opinion/williams-v-firstplus-home-loan-trust-1996-2-tnwd-2002.