RICHARD J. LEON, United States District Judge.
Plaintiffs Osama A. Alkasabi and Nadia Haddada, proceeding pro se, brought this suit against defendant JPMorgan Chase Bank, N.A. ("Chase")
Plaintiffs' suit stems from their purchase of two condominiums at the Seahaus development in La Jolla, California. See Compl. ¶ 35. On December 14, 2012 — more than eight years after the first condominium purchase and seven years after the second — plaintiffs filed their two-count complaint initiating this action, alleging that they did not receive "marketable title to their Seahaus Units because of the absence of a Certificate of Occupancy from the City of San Diego." Compl. ¶ 35.
The Complaint seeks to hold Chase liable for WAMU's alleged actions as successor in interest, see Compl. ¶ 14, and alleges that Chase is "also liable for its own Post-Purchase conduct by committing Post-Purchase Negligent Misrepresentations and wrongful acts stated herein in this Complaint, from September 25, 2008, to [the] present." Id. ¶ 15. Between the time when the loans closed and when plaintiffs initiated this action, WAMU collapsed. On September 25, 2008, the U.S. Department of the Treasury's Office of Thrift Supervision declared WAMU insolvent and appointed the FDIC as receiver pursuant to the Financial Institutions Reform, Recovery, and Enforcement Act ("FIRREA"), Pub. L. No. 101-73, 103 Stat. 183 (1989) (codified in various sections of Title 12 of the U.S. Code). See Compl. ¶ 2; 12 U.S.C. § 1821(c). Chase entered into a Purchase and Assumption Agreement ("P & A Agreement") with the FDIC in which Chase acquired certain WAMU assets from the FDIC as receiver for the failed bank. See Ex. A, Request for Judicial Notice In Supp. of Mot. to Dismiss [Dkt. # 22-1].
Rule 12(b)(6) of the Federal Rules of Civil Procedure authorizes dismissal of a complaint that fails to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). On such a motion, a court construes a pro se complaint liberally. Haines v. Kerner, 404 U.S. 519, 520, 92 S.Ct. 594, 30 L.Ed.2d 652 (1972). Under Rule 12(b)(6), "a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (internal quotation marks omitted). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id.; see also Bell Atl. Corp.
A court must "treat the complaint's factual allegations as true" and "grant plaintiff the benefit of all inferences that can be derived from the facts alleged[.]" Sparrow v. United Air Lines, Inc., 216 F.3d 1111, 1113 (D.C.Cir.2000) (internal quotation marks omitted). However, the court need not "accept legal conclusions cast in the form of factual allegations." Kowal v. MCI Commc'ns Corp., 16 F.3d 1271, 1276 (D.C.Cir.1994). "In ruling on a 12(b)(6) motion, a court may consider facts alleged in the complaint, documents attached to or incorporated in the complaint, matters of which courts may take judicial notice, and documents appended to a motion to dismiss whose authenticity is not disputed, if they are referred to in the complaint and integral to a claim." Harris v. Amalgamated Transit Union Local, 689, 825 F.Supp.2d 82, 85 (D.D.C.2011).
Defendant argues that the claims should be dismissed with prejudice to the extent they relate to WAMU's conduct, and not Chase's conduct, because Chase did not assume WAMU's borrower-related liabilities prior to a certain date. See Def.'s Mot. at 7. I agree. In the P & A Agreement, Chase agreed to acquire certain WAMU assets from the FDIC but did not agree to acquire WAMU's borrower-related liabilities. Specifically, Article 2.5 of the P & A Agreement states as follows:
Ex. A [Dkt. # 22-1]. Several courts have found that this language bars borrowers from asserting claims against Chase based on WAMU's conduct. See Dubois v. Washington Mut. Bank, No. CIV. 09-2176 RJL, 2010 WL 3463368, at *3 (D.D.C. Sept. 3, 2010) aff'd, 492 Fed.Appx. 117 (D.C.Cir 2012) (dismissing claims against Chase because plaintiff's claims arise out of conduct allegedly performed by WAMU and the P & A Agreement expressly bars such claims against Chase); Almaraz v. J.P. Morgan Chase, No. C09-5569, 2010 WL 583646, at *1 (N.D.Cal. Feb. 16, 2010) (dismissing claims against Chase because Chase did not assume borrower claims under P & A Agreement). Here, plaintiffs assert claims against Chase, in part, because of the purported conduct of WAMU that occurred before the mortgage loan related to the H301 Unit closed in June 2005, more than three years before the September 25, 2008 P & A Agreement. See Compl. ¶ 14. Because Chase did not assume liability for borrower claims pursuant to the terms of the P & A Agreement, plaintiffs' claims against Chase related to WAMU's conduct must be dismissed.
To the extent that the Complaint attempts to allege that Chase is "also liable for its own Post-Purchase conduct by
Thus, for the foregoing reasons, the Court GRANTS defendant Chase's Motion to Dismiss. A separate Order consistent with this decision accompanies this Memorandum Opinion.