United States District Court, D. Maryland
TANYA L. GREEN-WRIGHT, Plaintiff,
JPMORGAN CHASE BANK, N.A. et al., Defendants.
LIPTON HOLLANDER UNITED STATES DISTRICT JUDGE.
Tanya L. Green-Wright has sued her mortgage servicers,
JPMorgan Chase Bank, N.A. (“Chase”) and Rushmore
Loan Management Services LLC (“Rushmore”). ECF
18. She alleges, inter alia, breach of contract,
fraud, and violations of state and federal laws in connection
with a foreclosure proceeding on her home. ECF 18 (Amended
Amended Complaint asserts five separate counts against
defendants: Violations of the Maryland Consumer Protection
Act (“MCPA”), Md. Code (2013 Repl. Vol., 2017
Supp.), §§ 13-101 et seq. of the
Commercial Law Article (“C.L.”) (Count I);
Detrimenal [sic] Reliance (Count II); Violations of the Real
Estate Settlement Procedures Act (“RESPA”), 12
U.S.C. §§ 2601 et seq. (Count III); Fraud
(Count IV); and Breach of Contract (Count V). See
ECF 18. Along with the Amended Complaint, plaintiff submitted
a letter dated November 26, 2014, from Chase to plaintiff,
regarding a loan modification. ECF 18-2 (Loan Modification
defendants have moved to dismiss the Amended Complaint,
pursuant to Fed.R.Civ.P. 12(b)(6). ECF 19 (Chase); ECF 21
(Rushmore). The motions are supported by memoranda of law.
ECF 19-1 (collectively with ECF 19, “Chase
Motion”); ECF 21-1 (collectively with ECF 21,
“Rushmore Motion”) (together, the
“Motions”). Defendants submitted several exhibits
with the Motions. Plaintiff opposes the Motions. ECF 23
(“Opposition to Chase Motion”); ECF 25
(“Opposition to Rushmore Motion”). Defendants
replied. ECF 29 (“Chase Reply”); ECF 28
hearing is necessary to resolve the Motions. See
Local Rule 105.6. For the reasons that follow, I shall grant
the Motions in part and deny them in part.
Factual and Procedural Background
alleges that she obtained a mortgage loan in 2008, and that
Chase was the servicer of this loan from April 9, 2013, until
February 1, 2016. ECF 18, ¶¶ 6-7. On February 1,
2016, Rushmore took over service of the loan. Id.
to the Amended Complaint, Chase, through its substitute
trustees, filed a foreclosure action against plaintiff on
January 14, 2014. Id. ¶ 8. Throughout the
foreclosure process, plaintiff alleges that Chase
“misled [her] to believe the home was not in
jeopardy” in order to “ensure the homeowner would
fail to defend herself in the foreclosure action.”
Id. ¶ 9.
particular, plaintiff alleges that on an unspecified date she
submitted a completed loan modification application.
Id. ¶ 10. Thereafter, on November 26, 2014,
Chase sent plaintiff the Loan Modification Letter. ECF 18-2.
The Loan Modification Letter outlined the terms of a proposed
loan modification, and represented that Chase would modify
plaintiff's loan if she made three monthly trial payments
of $1, 510.25 on January 1, 2015, February 1, 2015, and March
1, 2015. ECF 18, ¶ 10; see also ECF 18-2.
Loan Modification Letter states, ECF 18-2 at 2: “If you
make all of your payments during the trial period, we'll
be able to permanently lower your payments.” Further,
the Loan Modification Letter advises, id.: “To
accept this offer, you'll need to make your first monthly
‘trial period payment' under your Trial Period Plan
. . . . After you make all trial period payments on time, we
will permanently modify your mortgage.”
maintains that she “accepted the offer . . . by timely
making all three payments.” According to plaintiff,
after she made the three trial payments, “Chase
repeatedly assured [her] verbally that the home was no longer
in jeopardy.” ECF 18, ¶ 12. And, plaintiff
contends that, as a result of the offer, she declined to
pursue “other efforts to save the home, such as by
filing defensive papers in the foreclosure action or
attempting to restructure the loan in a bankruptcy
action.” Id. ¶ 11.
plaintiff insists that her loan was never modified, and
instead Chase proceeded with the foreclosure action.
Id. ¶¶ 13, 15. According to plaintiff,
Chase filed a “Certification of Publication of
Sale” on the foreclosure case's docket on August 5,
2015. Id. ¶ 13. When plaintiff contacted Chase
about this notice, Chase allegedly “assured her that
the home was not in jeopardy, and that the sale notice was a
mere error.” Id. ¶ 14.
months later, on February 1, 2016, Chase assigned the
servicing rights to Rushmore. Id. ¶ 15.
Plaintiff maintains that at this time she was “still in
the midst of being considered for a loan modification.”
Id. However, plaintiff contends that Rushmore never
made a final decision on plaintiff's loan modification
application. Id. ¶ 15.4.
Rushmore scheduled a foreclosure sale for July 15, 2016. ECF
18, ¶ 16. Plaintiff moved to cancel the sale on July 14,
2016, but the motion was denied and the sale was ratified on
September 23, 2016. Id.
to plaintiff, throughout this process, “Chase and
Rushmore acted with actual malice” “in
furtherance of their profit motive.” Id.
¶ 23. As a result, plaintiff suffered damages, which she
alleges include the trial period payments she made, damage to
her credit rating, and “other expenses associated with
the loan modification application and foreclosure action,
” as well as noneconomic damages. Id. ¶
Choice of Law
this case involves principles of both state and federal law,
no party has addressed the matter of choice of law. The law
of the forum state, Maryland, guides the Court's
choice-of-law analysis. See Baker v. Antwerpen Motorcars
Ltd., 807 F.Supp.2d 386, 389 n.13 (D. Md. 2011)
(“In a federal question [claim] that incorporates a
state law issue, . . . a district court applies the
choice-of-law rules of the state in which it sits unless a
compelling federal interest directs otherwise.”).
contract claim, Maryland courts follow the rule of lex
loci contractus, applying the substantive law of the
state where the contract was formed, unless there is a
choice-of-law provision in the contract. Am. Motorists
Ins. Co. v. ARTRA Group, Inc., 338 Md. 560, 573, 659
A.2d 1295, 1301 (1995). The Loan Modification Letter, which
plaintiff alleges to be a contract, does not state a
choice-of-law provision, but it appears to have been executed
in Maryland. See ECF 18, ¶ 1. And, the Property
is located in Maryland. Id. Accordingly, I will
apply Maryland law in addressing plaintiff's contract
tort claims, Maryland applies the principle of lex loci
delicti, i.e., the law of the “place of the
alleged harm.” Proctor v. Washington Metropolitan
Area Transit Auth., 412 Md. 691, 726, 990 A.2d 1048,
1068 (2010). Given the Property's location, the alleged
harm would have occurred in Maryland. Accordingly, I will
look to Maryland law with respect to the analysis of
plaintiff s claims sounding in tort.
except with respect to the issues of federal law that control
plaintiffs RESPA claim, I will apply Maryland law.
defendant may test the legal sufficiency of a complaint by
way of a motion to dismiss under Rule 12(b)(6). In re
Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines
v. Valley Cmty. Servs. Bd, 822 F.3d 159, 165-66 (4th
Cir. 2016); McBurney v. Cuccinelli, 616 F.3d 393,
408 (4th Cir. 2010), aff'd sub nom. McBurney v.
Young, 569 U.S. 221 (2013); Edwards v. City of
Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). A Rule
12(b)(6) motion constitutes an assertion by a defendant that,
even if the facts alleged by a plaintiff are true, the
complaint fails as a matter of law “to state a claim
upon which relief can be granted.”
a complaint states a claim for relief is assessed by
reference to the pleading requirements of Fed.R.Civ.P.
8(a)(2). That rule provides that a complaint must contain a
“short and plain statement of the claim showing that
the pleader is entitled to relief.” The purpose of the
rule is to provide the defendant with “fair
notice” of the claims and the “grounds” for
entitlement to relief. Bell Atl. Corp. v. Twombly,
550 U.S. 544, 555-56 (2007).
survive a motion under Fed.R.Civ.P. 12(b)(6), a complaint
must contain facts sufficient to “state a claim to
relief that is plausible on its face.”
Twombly, 550 U.S. at 570; see Ashcroft v.
Iqbal, 556 U.S. 662, 684 (2009) (“Our decision in
Twombly expounded the pleading standard for
‘all civil actions' . . . .” (citation
omitted)); see also Willner v. Dimon, 849 F.3d 93,
112 (4th Cir. 2017). But, a plaintiff need not include
“detailed factual allegations” in order to
satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555.
Moreover, federal pleading rules “do not countenance
dismissal of a complaint for imperfect statement of the legal
theory supporting the claim asserted.” Johnson v.
City of Shelby, Miss., ___U.S.___, 135 S.Ct. 346, 346
(2014) (per curiam).
the rule demands more than bald accusations or mere
speculation. Twombly, 550 U.S. at 555; see
Painter's Mill Grille, LLC v. Brown, 716 F.3d 342,
350 (4th Cir. 2013). If a complaint provides no more than
“labels and conclusions” or “a formulaic
recitation of the elements of a cause of action, ” it
is insufficient. Twombly, 550 U.S. at 555. Rather,
to satisfy the minimal requirements of Rule 8(a)(2), the
complaint must set forth “enough factual matter (taken
as true) to suggest” a cognizable cause of action,
“even if . . . [the] actual proof of those facts is
improbable and . . . recovery is very remote and
unlikely.” Twombly, 550 U.S. at 556 (internal
reviewing a Rule 12(b)(6) motion, a court “must accept
as true all of the factual allegations contained in the
complaint” and must “draw all reasonable
inferences [from those facts] in favor of the
plaintiff.” E.I. du Pont de Nemours & Co. v.
Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011)
(citations omitted); see Semenova v. Maryland Transit
Admin., 845 F.3d 564, 567 (4th Cir. 2017); Houck v.
Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir.
2015); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th
Cir. 2011), cert. denied, 565 U.S. 943 (2011). But,
a court is not required to accept legal conclusions drawn
from the facts. See Papasan v. Allain, 478 U.S. 265,
286 (1986). “A court decides whether [the pleading]
standard is met by separating the legal conclusions from the
factual allegations, assuming the truth of only the factual
allegations, and then determining whether those allegations
allow the court to reasonably infer” that the plaintiff
is entitled to the legal remedy sought. A Society Without
a Name v. Virginia, 655 F.3d 342, 346 (4th. Cir. 2011),
cert. denied, 566 U.S. 937 (2012).
generally do not “‘resolve contests surrounding
the facts, the merits of a claim, or the applicability of
defenses'” through a Rule 12(b)(6) motion.
Edwards, 178 F.3d at 243 (citation omitted). But,
“in the relatively rare circumstances where facts
sufficient to rule on an affirmative defense are alleged in
the complaint, the defense may be reached by a motion to
dismiss filed under Rule 12(b)(6).” Goodman v.
Praxair, Inc., 494 F.3d 458, 464 (4th Cir. 2007) (en
banc); accord Pressley v. Tupperware Long Term Disability
Plan, 533 F.3d 334, 336 (4th Cir. 2009); see also
U.S. ex rel. Oberg v. Penn. Higher Educ. Assistance
Agency, 745 F.3d 131, 148 (4th Cir. 2014). However,
because Rule 12(b)(6) “is intended [only] to test the
legal adequacy of the complaint, ” Richmond,
Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d
244, 250 (4th Cir. 1993), “[t]his principle only
applies . . . if all facts necessary to the affirmative
defense ‘clearly appear[ ] on the face of the
complaint.'” Goodman, 494 F.3d at 464 (quoting
Forst, 4 F.3d at 250) (emphasis added in
evaluating the sufficiency of a complaint in connection with
a Rule 12(b)(6) motion, a court ordinarily “may not
consider any documents that are outside of the complaint, or
not expressly incorporated therein . . . .”
Clatterbuck v. City of Charlottesville, 708 F.3d
549, 557 (4th Cir. 2013); see Bosiger, 510 F.3d 442,
450 (4th Cir. 2007). However, without converting a motion to
dismiss to a motion for summary judgment, a court may
properly consider documents expressly incorporated into the
complaint or attached to the motion to dismiss,
“‘so long as they are integral to the complaint
by reference and authentic.'” U.S. ex rel.
Oberg, 745 F.3d at 136 (quoting Philips v. Pitt Cty.
Memorial Hosp., 572 F.3d 176, 180 (4th Cir. 2009));
see Six v. Generations Federal Credit Union, 891
F.3d 508, 512-13 (4th Cir. 2018); Goldfarb v. Mayor &
City Council of Balt, 791 F.3d 500, 508 (4th Cir. 2015);
Anand v. Ocwen Loan Servicing, LLC, 754 F.3d 195,
198 (4th Cir. 2014); Am. Chiropractic Ass'n v. Trigon
Healthcare, Inc., 367 F.3d 212, 234 (4th Cir. 2004).
“integral” a document must be one “that by
its ‘very existence, and not the mere information
it contains, gives rise to the legal rights
asserted.'” Chesapeake Bay Found, Inc. v.
Severstal Sparrows Point, LLC, 794 F.Supp.2d 602, 611
(D. Md. 2011) (citation omitted) (emphasis in original).
See also Fed. R. Civ. P. 10(c) (“A copy of a
written instrument that is an exhibit to a pleading is a part
of the pleading for all purposes.”).
“before treating the contents of an attached or
incorporated document as true, the district court should
consider the nature of the document and why the plaintiff
attached it.” Goines, 822 F.3d at 167 (citing
N. Ind. Gun & Outdoor Shows, Inc. v. City of S
Bend, 163 F.3d 449, 455 (7th Cir. 1998)). Of import
here, “[w]hen the plaintiff attaches or incorporates a
document upon which his claim is based, or when the complaint
otherwise shows that the plaintiff has adopted the contents
of the document, crediting the document over conflicting
allegations in the complaint is proper.”
Goines, 822 F.3d at 167. “Accordingly, if a
breach-of-contract plaintiff alleges a failure to perform an
act required by the contract, the contract's description
of the defendant's duties will prevail over the
plaintiffs contrary characterization.” Id. at
166. Conversely, “where the plaintiff attaches or
incorporates a document for purposes other than the
truthfulness of the document, it is inappropriate to treat
the contents of that document as true.” Id. at
may also “consider a document submitted by the movant
that was not attached to or expressly incorporated in a
complaint, so long as the document was integral to the
complaint and there is no dispute about the document's
authenticity.” Goines, 822 F.3d at 166
(citations omitted); see also Woods v. City of
Greensboro, 855 F.3d 639, 642 (4th Cir. 2017), cert.
denied, ____U.S.____, 138 S.Ct. 558 (2017);
Kensington Volunteer Fire Dep't. v. Montgomery
Cty., 684 F.3d 462, 467 (4th Cir. 2012).
noted, plaintiff attached the Loan Modification Letter to her
Amended Complaint. See ECF 19 to ECF 19-8. And,
defendants submitted several documents related to plaintiffs
mortgage and the foreclosure on her home. See ECF
19-2; ECF 21-2 to 21-5. To the extent these exhibits are
integral to the Amended Complaint, I may consider them
without converting the Motions to ones for summary judgment.
See, e.g., Goines, 822 F.3d at 166.
alleges two claims against defendants that sound in fraud:
Count I, for Violations ...