Bass, Berry & Sims attorney Chris Lazarini provided commentary on the decision in Prudential Insurance Co., of America vs. Bank of America, N.A. in which the court dismissed, with prejudice, several fraud and misrepresentation claims on grounds that a complaint must state more than mere labels and conclusions to withstand a motion to dismiss. Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.
Prudential Insurance Co., of America vs. Bank of America, N.A., Nos. 13-1586 & 14-4242 (D. N.J., 2/5/15)
To withstand a 12(b)(6) motion to dismiss, a complaint must contain sufficient factual allegations to state a claim that is plausible on its face; this requires more than a mere statement of labels and conclusions.
In this consolidated motion, Defendants moved to dismiss an amended complaint in one action and a virtually identical complaint in a related action, both of which had been filed against them, relating to their sales of residential mortgage-backed securities to Plaintiffs. The Court begins its analysis by reminding the parties that, in a Rule 12(b)(6) motion, Defendants bear the burden of showing that no plausible claim for relief has been submitted, that dismissal is a harsh remedy and that leave to amend is an appropriate remedy to correct a deficient complaint, unless amendment would be inequitable or futile. Applying these principles, the Court then carves up the amended complaint and complaint, dismissing, with prejudice, several claims that Plaintiffs had attempted to amend in the wake of a previous dismissal hearing.
First, the Court examines Plaintiffs’ common law fraud claims. The Court dismisses, with prejudice, fraud claims alleging that Defendants misrepresented facts regarding owner occupancy and appraisals in the Offering Materials. In both instances, the Court finds that the results of Plaintiffs’ after the fact investigations and analyses do not adequately support the inference that Defendants knew of the falsity of the information contained in the Offering Materials at the time the information was disclosed in those Materials. The Court also dismisses, with prejudice, the common law fraud claim that Defendants knowingly supplied false data to credit rating agencies. The Court finds that Plaintiffs failed to plead sufficient facts in support of the claim. The Court similarly finds that Plaintiffs failed to plead specific facts in support of their underwriting abandonment theory, but dismisses this claim without prejudice, giving Plaintiffs the opportunity to file amended pleadings setting out facts supporting the notion that Defendants had knowledge of the origination practices of third-party originators.
Next, the Court examines Plaintiffs’ negligent misrepresentation claims. The Court dismisses, with prejudice, the claims relating to direct transactions between Plaintiffs and Defendants because no such claims can be made under New Jersey law where the parties are in privity. The Court also dismisses, with prejudice, the claims relating to transactions where privity does not exist. On these claims, the Court finds that Plaintiffs have not pled facts to make a plausible claim that they fall within an identifiable and foreseeable class of persons entitled to protection under the Restatement (Second) of Torts §552 and the New Jersey economic loss doctrine.
Finally, the Court examines Plaintiffs’ other claims and dismisses, with prejudice, the claim of aiding and abetting fraud on the basis that, even after having an opportunity to amend, Plaintiffs could still only offer conclusory allegations in support of their claim. The Court declines to address Plaintiff’s equitable fraud claim “at this juncture” but notes that Plaintiffs cannot assert a claim for equitable fraud supported by a claim of fraudulent misrepresentation that the Court has already dismissed.