UNITED STATES DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND

TOWN OF JOHNSTON,
Plaintiff,
v.
MERSCORP, INC., MORTGAGE
ELECTRONIC REGISTRATION SYSTEMS,
INC., BANK OF AMERICA, N.A., CITIBANK,
N.A., CITIMORTGAGE, INC., DEUTSCHE
BANK NATIONAL TRUST COMPANY,
GOLDMAN SACH MORTGAGE COMPANY,
GS MORTGAGE SECURITIES CORP.,
JPMORGAN CHASE BANK, N.A., WELLS
FARGO BANK, N.A., US BANK, N.A. and
DOE CORPORATIONS 1-MMM,
Defendants.
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NATURE OF ACTION
1. This is a class action commenced by Plaintiff The Town of Johnston
("Johnston"), on behalf of itself and all other Rhode Island towns and cities similarly situated,
arising out of Defendants' failure to record all mortgage assignments in the land evidence
records, and pay the attendant fees, as required by Rhode Island law. Plaintiff brings this action
for unjust enrichment, and declaratory and injunctive relief.
2. Rhode Island law provides that all mortgages and assignments of mortgages shall
be recorded in the land evidence records in the town or city where the land is situated.
R.I.G.L.A. § 34-11-1.
3. Rhode Island's public recording laws serve two important public policies-to show
the condition of title to a parcel of land, and to protect purchasers from conveyances that are not
recorded and to which they have no notice. Because recording is deemed to provide notice to
subsequent purchasers that there is an encumbrance on the land, a conveyance is valid against
only the grantor (and not subsequent purchasers without notice) unless it is recorded. R.I.G.L.A.
§ 34-13-2.
4. In exchange for providing this public service through the land evidence records,
Johnston charges fees for each document it records, as prescribed by statute. R.I.G.L.A. § 34-13-
7.
5. Defendants took it upon themselves to do away with this centuries-old public
recording system and, for their own benefit and to the detriment of Johnston, created their own
private recording system -- Mortgage Electronic Registration Systems, Inc·. ("MERS").
6. MERS is an electronic database that tracks ownership interests and servicing
rights in residential mortgages. MERS was created so that mortgage industry participants,
Case 1:12-cv-00452-M-LDA Document 1 Filed 06/15/12 Page 2 of 18 PageID #: 2
including Defendants, could avoid the inconvenience and expense of recording in land evidence
records each time a mortgage was transferred (i.e. sold or assigned).
7. Defendants used MERS to facilitate mortgage securitization, a financial practice
that generally involves the transfer (i.e., assignment) of mortgages among Defendants and other
financial institutions, which are eventually pooled into trusts that issue mortgage-backed
securities for sale to investors. To securitize, mortgages are typically assigned at least three
times.
8. To expedite the securitization of mortgage loans, and avoid paying town or city
recording fees for each assignment, Defendants began to record land instruments in the name of
MERS, which they contended could act as their placeholder in land evidence records should they
want to use public records to alter or foreclose on the mortgage. The loans were then registered
electronically on the MERS system, which purported to track subsequent assignments. These
subsequent assignments were not recorded in the land evidence records.
9. By circumventing the land evidence records, Defendants and others avoided the
time it took to physically record each and every mortgage assignment in the land evidence
records-- and, most importantly, Defendants and others avoided paying the attendant recording
fees. However, Defendants benefitted as if the assignments were recorded by retaining priority
of ownership, which allowed them to transfer the mortgage loans into trusts that issued mortgage
backed securities, garnering huge profits for Defendants.
JURISDICTION AND VENUE
10. This Court has subject matter jurisdiction over the causes of action set forth in this
Complaint pursuant to 28 ns.C.A. § 1332.
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11. This Court has jurisdiction over Defendants where each Defendant has sufficient
minimum contacts with Rhode Island so as to render the exercise of jurisdiction by this court
permissible under traditional notions of fair play and substantial justice.
PARTIES
12. Plaintiff Town of Johnston is a municipal corporation organized and existing
under the law of Rhode Island. The town collects fees for providing recording services. The
damages claimed herein belong to the Town of Johnston, which is the real party in interest. The
Town of Johnston is authorized to sue pursuant to R.I.G.L.A. § 45-15-1.
13. Defendant MERSCORP, Inc. ("MERSCORP") is a Delaware corporation with its
principal place of business in Vienna, Virginia. MERSCORP owns and operates the MERS
System, which is a national registry that tracks ownership and servicing rights in residential
mortgage loans, including residential mortgage loans secured by real property located within the
state of Rhode Island.
14. Defendant MERS is a Delaware corporation with its principal place of business in
Reston, Virginia. MERS is a wholly owned subsidiary ofMERSCORP, and regularly conducts
business in the state of Rhode Island.
15. Defendant Bank of America, N.A. ("Bank of America"), individually, and as
successor by merger to LaSalle Bank National Association, is a national banking association
with its principal place of business in Charlotte, North Carolina. As described below, Bank of
America, either directly and/or indirectly through its agents, employees, subsidiaries and/or
related companies, including without limitation BAC Home Loans Servicing LP (flk/a
Countrywide Home Loans Servicing, LP), BAC GP, LLC (flk/a Countrywide GP, Inc., and
Countrywide GP LLC.), engaged in transactions related to the securitization of mortgage loans
of real property located within the state of Rhode Island.
3
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16. Defendant Citibank, N.A. ("Citibank) is a national banking association with its
principal place of business in New York, New York. As described below, Citibank either
directly and/or indirectly through its agents, employees, subsidiaries and/or related companies,
including without limitation CitiMortgage, Inc., Citi Residential Lending, Inc., Citicorp
Acceptance Company, Inc., CitiFinancial, Inc., CitiFinancial Mortgage Company, Inc., Citigroup
Mortgage Loan Trust, Inc., Principal Residential Mortgage, Inc., and Wholesale Mortgage, Inc.,
engaged in transactions related to the securitization of mortgage loans of real property located
within the state of Rhode Island.
17. Defendant CitiMortgage, Inc. ("CitiMortgage") is aNew York corporation with
its principal place of business in O'Fallon, Missouri. As described below, CitiMortgage, either
directly and/or indirectly through its agents, employees, subsidiaries and/or related companies,
including without limitation Citibank, N.A., Citi Residential Lending, Inc., Citicorp Acceptance
Company, Inc., CitiFinancial, Inc., CitiFinancial Mortgage Company, Inc., Citigroup Mortgage
Loan Trust, Inc., Principal Residential Mortgage, Inc., and Wholesale Mortgage, Inc., engaged in
transactions related to the securitization of mortgage loans of real property located within the
state of Rhode Island.
18. Defendant Deutsche Bank National Trust Company ("Deutsche Bank") is a
federally chartered non-depository trust company with its principal place of business in Santa
Ana, California. As described below, Deutsche Bank, either directly and/or indirectly through its
agents, employees, subsidiaries and/or related companies, engaged in transactions related to the
securitization of mortgage loans of real property located within the State of Rhode Island.
19. Defendant Goldman Sachs Mortgage Company ("Goldman Sachs") is a New
York limited partnership with its principal place of business in New York, New York. Goldman
4
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Sachs Mortgage Company is the parent of GS Mortgage Securities Corp., and a subsidiary of
Goldman Sachs Group, Inc. As described below, Goldman Sachs Mortgage Company, either
directly and! or indirectly through its agents, employees, subsidiaries and! or related companies,
including without limitation GS Mortgage Securities Corp., engaged in transactions related to the
securitization of mortgage loans of real property located within the state of Rhode Island.
20. . Defendant GS Mortgage Securities Corp. ("GS Mortgage") is a Delaware
corporation with its principal place of business in New York, New York, and is a subsidiary of
Goldman Sachs Mortgage Company. As described below, GS Mortgage Securities Corp., either
directly and! or indirectly through its agents, employees, subsidiaries and! or related companies,
including without limitation Goldman Sachs Mortgage Company, engaged in transactions related
to the securitization of mortgage loans of real property located within the state of Rhode Island.
21. Defendant JPMorgan Chase Bank, N.A. ("Chase"), individually, and as successor
by merger to Chase Home Finance, LLC, is a national banking association with its principal
place of business in Columbus, Ohio. As described below, Chase, either directly and! or
indirectly through its agents, employees, subsidiaries and! or related companies, including
without limitation Chase Home Finance LLC, Chase Home Finance Inc., Chase Home Mortgage
Corp, Chase Manhattan Mortgage Corporation, Chase Mortgage Services Inc., WaMu Bank,
WaMu Capital, W aMu Securities, W aMu Acceptance, Bank One Corporation, EMC Mortgage
LLC, and EMC Mortgage Corporation, engaged in transactions related to the securitization of
mortgage loans of real property located within the state of Rhode Island.
22. Defendant U.S. Bank National Association ("US Bank") is a national banking
association with its principal place of business in Minneapolis, Minnesota. As described below,
US Bank, either directly and! or indirectly through its agents, employees, subsidiaries and! or
5
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related companies, engaged in transactions related to the securitization of mortgage loans of real
property located within the state of Rhode Island.
23. Defendant Wells Fargo Bank, N.A. ("Wells Fargo"), individually, and as
successor by merger to Norwest Bank, N.A., and Wells Fargo Bank of Minnesota, N.A. is a
national banking association with its principal place of business in Sioux Falls, South Dakota.
As described below, Wells Fargo, either directly and/or indirectly through its agents, employees,
subsidiaries and/or related companies, including without limitation Wells Fargo Funding Home
Equity, Wells Fargo Home Mortgage, Inc., Wells Fargo America, Inc., America's Outsource
Mortgage Program, and Wells Fargo Bank Ohio, engaged in transactions related to the
securitization of mortgage loans of real property located within the state of Rhode Island.
24. The true names and capacities of Defendants Doe Corporations I- MMM are
unknown to Plaintiff. Plaintiff believes that through discovery, the identity of Defendants Doe
Corporations I - MMM will become known to Plaintiff.
FACTUAL STATEMENT
A. Rhode Island's Public Recording System
25. To finance the purchase of real property, a borrower typically receives a loan,
often in the form of a mortgage
1
, from an originating lender. A "mortgage" is a land instrument
comprised of tWo separate documents: (1) a promissory note, which establishes the borrower's
obligation to repay the loan, and (2) the mortgage itself, which gives the lender a security interest
in the borrower's property to secure repayment of the loan.
26. Persons conveying an interest in real property in Rhode Island must record their
interest in the land evidence records in the town in which the real property is located. Recording
1
Mortgages and deeds of trust are collectively referred to herein as "mortgages."
6
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one's interest in real property provides notice to, and protects that interest against, subsequent
purchasers. R.I.G.L.A. § 34-11-1.
B. The Mortgage Securitization Process
27. Beginning in the 1990s, mortgage-backed securitizations became increasingly
popular. The process of securitizing mortgage loans began with lender banks, who would
originate as many residential mortgage loans as possible for sale to various commercial and
investments banks. Those financial institutions would, in turn, sell the mortgage loans amongst
themselves and then pool them into trusts for eventual sale to investors as mortgage-backed
securities ("MBS").
28. The securitization process involves mortgage loan sales that are evidenced in
multiple contracts between the securitizing parties. The securitization contracts explicitly state
that the mortgage loans, which include the mortgage notes and mortgages, are sold, transferred,
assigned, set over, deposited with and otherwise conveyed between the relevant parties.
29. A fundamental aspect of the mortgage securitization process is that the issuing
trust for each offering must obtain good title to the mortgage loans comprising the pool for that
offering. This is necessary in order for the holders of the MBS to be legally entitled to enforce
the mortgage loans in the event of default. Two documents relating to each mortgage loan must
be validly transferred to the trust as part of the securitization process - a promissory note and a
security instrument (either a mortgage or a deed of trust).
30. In order to preserve the bankruptcy-remote status of the issuing trusts in MBS
transactions, the notes and security instruments are generally not directly transferred from the
mortgage loan originator to the trust. Rather, to securitize a mortgage, several assignments must
be made.
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Securitizing a
Mortgage Loan
Originator
1st Assignment of
te Mortgage & No
v
Seller
a. First, originating lenders sell mortgages (each of
which includes both the promissory note and the mortgage
documents) to an aggregator or sponsor. The sponsor is a special
purpose entity that is often affiliated with a large financial
institution or investment bank.
b. Second, the sponsor initiates the securitization by
transferring (i.e., assigning) the mortgage to a depositor.
c. Third, the depositor then transfers the mortgage to
2nd Assignment of a "special purpose vehicle" (usually a trust) to be held for the
'II
'II
"
te Mortgage & No
Sponsor
3rd Assignment of
e Mortgage & Not
Depositor
4th Assignment
Mortgage & No
of
te
Trustee on Behalf
of the Trust
eventual sale to and subsequent benefit of investors typical life of
a securitized mortgage, therefore, entails at least three
assignments.
31. Defendants profited during the housing bubble of
the last decade by purchasing mortgages from loan originators
and, as described above, securitizing the mortgage loans for sale
to investors, thereby generating fees for the banks while moving
the mortgage loans-and their inherent risk of default-off their
books. The risk that the borrowers would default on the
underlying mortgage loans was passed on to MBS investors.
32. Offering documents for a MBS typically represent in substance that the issuing
trust for each respective offering had obtained good title to the mortgage loans comprising the
pool underlying the offering. MBS investors also relied on offering documents that made
representations about the characteristics of the underlying loans, among other things.
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33. When selling a portfolio of mortgage loans to a Depositor, the Sponsor typically
represents that each mortgage loan is a "first lien" on the underlying property. A "fust lien" is
the first mortgage loan recorded in the land evidence records for a given property and takes
priority over later-recorded liens, including second mortgages.
34. Similarly, Depositors typically represent in the PSAs that each mortgage loan is
subject to no prior liens.
35. Defendants were able to represent that the mortgage loans being sold to the trusts
for purposes of securitization were first lien mortgages because the initial land instruments were
recorded in land evidence records designating MERS as a "mortgagee" or "nominee," as
described in further detail below.
C. Defendants Avoided the Centuries-Old Public Recording System by Creating
and Using a New, Private Recording System-MERS
36. MERS maintains a private computer system that was intended to permit its users
to, among other things, register and track changes in ownership interests in mortgages.
37. Since 1997, over 65 million mortgages have been registered on MERS's system-
three out of every five on the market. Currently, nearly 5,600 participating MERS members
("MERS Members" or "Members") track roughly 31 million active residential mortgage loans on
the MERS system. MERS Members include a collection of banking and mortgage entities that
ranges from local banks and investments banks to mortgage lenders and title insurers to
approximately 3,000 mortgage servicers.
38. Members pay MERS membership fees to register and track mortgage ownership
interests and servicing rights on MERS' s system.
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39. Members also pay MERS fees for each transaction conducted, such as assigning a
mortgage to itself or to another MERS Member, identifying the mortgage's servicer, or using the
MERS corporate seal.
40. MERS does not itself originate, assign, service or invest in mortgages.
41. Instead, MERS Members used (and continue to use) the "MERS" name to avoid
. recording in land evidence records each time a mortgage ownership interest was assigned -
thereby avoiding the payment of attendant town recording fees.
1. MERS Members Place MERS in Land Evidence Records
42. MERS Members typically record the initial land instrument, on which "MERS" is
named, in land evidence records in two different ways.
43. One way occurs when Members record an original mortgage on which "MERS" is
designated in a myriad of ways: "MERS as mortgagee of record," "MERS as nominee," "MERS
as beneficiary," and even "MERS (solely as nominee for Lender) as beneficiary." MERS and its
Members use the term "MERS as Original Mortgagee (MOM)" to describe this type of
mortgage.
44. The second way occurs when Members record a mortgage assignment on which
"MERS" is named. On such mortgage assignments, Members often purport to assign the
mortgage and underlying debt either to: (i) MERS itself; or (ii) MERS on behalf of another
Member.
45. MERS, however, admits that it does not draft or execute land instruments on
behalf of itself or its Members. Rather, MERS instructs its Members to self-certify their
employees (e.g., employees of the lending banks and mortgage servicers) to become certified
MERS "assistant secretaries" and "vice-presidents" so the Members' staff can appear as though
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they work forMERS, even though they do not. To self-certify, Members' staff download
certification forms directly off ofMERS's website.
46. Once they self-certify, Members' staff draft and execute land instruments
purporting to be "MERS assistant secretaries" and "MERS vice-presidents." Towns and, cities,
therefore, accept and record in land evidence records what facially appear to be land instruments
signed by "MERS" employees, even though the documents were actually prepared by Members'
staff.
47. Further, MERS Members contend that, as long as mortgage ownership interests
are assigned to other MERS members, they are not required to record each mortgage assignment
in land evidence records because MERS acts on behalf of both the assignor and assignee
(representing both MERS Members simultaneously).
2. MERS Members Failed to Record Mortgage Assignments
48. MERS was intended to improve the profitability of the primary and secondary
mortgage market, and facilitate securitization of mortgages, through the rapid assignment of
mortgages between financial institutions - while avoiding: (i) recording each time the mortgages
are assigned in land evidence records, and (ii) paying the attendant recording fees.
49. While admitting they do not record assignments in land evidence records, MERS
Members often fail to register mortgage assignments on MERS' s private system as well.
50. Thus, MERS Members often only record a mortgage assignment (regardless of
how many times the mortgage had been assigned prior) in the land evidence records when they
are attempting to assign the mortgage from MERS. This generally occurs when MERS Members
seek to initiate a terminating event (e.g., to foreclosure when the mortgage is in default, or to
release when the mortgage is refinanced or satisfied).
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3. Defendants Failed to Record All MERS and Non-MERS Mortgage
Assignments While Retaining the Benefits of Recording
51. As MERS members, Defendants would often assign mortgage loans between one
another using MERS as a placeholder in land evidence records once, and continue to receive
priority of their ownership interests in that mortgage loan while failing to record subsequent
assignments.
52. However, Defendants also securitized non-MERS mortgage loans (i.e., non-
MERS land instruments recorded in land evidence records) - without recording the mortgage
assignments in the land evidence records.
53. The typical life of a securitized mortgage entails at least three assignments,
Defendants' failure to record such mortgage assignments, while simultaneously reaping the
benefits of recording, unjustly benefited Defendants.
CLASS ALLEGATION
54. Plaintiff brings this class action, pursuant to Rule 23 of the Federal Rules of Civil
Procedure, on behalf of itself and all other Rhode Island towns and cities similarly situated
(collectively referred to herein as the "Class").
55. The Class is comprised of each of the cities and towns in Rhode Island, thus
joinder of all Class Members in one action would be impracticable.
56. The Class claims present common questions of law and fact that predominate over
questions that may affect particular putative Class Members individually, including without
limitation the following:
a. Whether the Class Members were irreparably harmed by Defendants' conduct in
violation ofR.LG.L.A. § 34-11-1 as alleged herein, and are thus entitled to injunctive relief;
12
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b. Whether Defendants failed to record each and every prior mortgage and mortgage
assignment on real property located in land evidence records of the proper Class Member, in
accordance with R.I.G.L.A. § 34-11-1;
c. Whether Defendants should be enjoined from continuing to assign Rhode, Island
mortgages without recording each and every, prior and future mortgage and mortgage
assignment in the proper Class Member's land evidence records; and
d. Whether Defendants should be ordered to correct the failure to record each and
every, prior and future mortgage and mortgage assignment in the proper Class Member's land
evidence records, and thereby pay attendant recording fees, as required by Rhode Island law.
57. The claims asserted by Plaintiff are typical of claims asserted for the Class in that
all claims are based on the sru:ne legal and remedial theories:
a. Rhode Island state law is applicable to all claims asserted by the Class;
b. Rhode Island recording laws create identical requirements for the recording of
each and every mortgage and mortgage assignment on real property located in Rhode Island in
the land evidence records of the proper Rhode Island town or city; and
c. Each town or city is required by Rhode Island state law to collect fees for the
recording of every entitled mortgage and mortgage assignment recorded in the land evidence
records.
58. Plaintiff is an adequate representative of the Class that will fairly and adequately
represent the interests of the Class.
59. Plaintiff has retained competent class counsel with experience in prosecuting class
action litigations of this nature, and will vigorously prosecute the putative class claims alleged
herein.
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60. This action is maintainable as a class action where Defendants have acted on
grounds generally applicable to the Class thereby making fmal, injunctive, and declaratory relief,
and a damage award appropriate with respect to the Class as a whole.
61. Class action treatment is superior to other methods for resolution of this
controversy where:
a. Separate actions by individual Class Members could lead to inconsistent
adjudications for individual Class Members, which would impose varying conduct requirements
for each Defendant;
b. Separate actions by individual Class Members could injure Class Members'
ability to adequately protect their interests;
c. The financial burden on individual Class Members would make it impractical for
them to pursue their claims against Defendants individually; and
d. Judicial economy would be served by maintenance of this action as a class action
to avoid numerous individual lawsuits filed by Class Members.
CAUSES OF ACTION
COUNT I
DECLARATORY AND INJUNTIVE RELIEF FOR
FAILURE TO RECORD MORTGAGES AND MORTGAGE ASSIGNMENTS,
AND PAY ATTENDANT FEES, IN VIOLATION OF RHODE ISLAND LAW
62. Plaintiff incorporates by reference herein Paragraphs - through - as though set
forth in full.
63. Plaintiff Town of Johnston, on behalf of itself and all other Rhode Island towns
and cities, is authorized by R.I.G.L.A. § 45-15-1 to institute proceedings for the benefit of the
town.
14
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64. Defendants' failure to record every mortgage assignment on real property in
Rhode Island land evidence records constitutes an actual existing justiciable controversy between
the parties, having opposing interest, which can and should be resolved by this Court through
declaratory relief.
65. Plaintiff requests a judgment declaring that Defendants are required to record
every mortgage and mortgage assignment on real property located in Rhode Island pursuant to
R.I.G.L.A. § 34-11-1, and pay attendant statutory recording and certification fees, to the
appropriate Rhode Island towns and cities.
66. Plaintiff requests that this Court enter an injunction compelling Defendants to
record every mortgage and mortgage assignment on real property located in Rhode Island that
was not recorded in the proper land evidence record, and to immediately cease the practice of
non-recording of mortgages and mortgage assignments on real property located in Rhode Island
towns and cities.
herein.
COUNT II
UNJUST ENRICHMENT
67. Plaintiff incorporates by reference Paragraphs - through - as though set forth fully
68. Defendants recorded or caused to be recorded initial assignments of mortgage
loans in MERS's name, which conferred at least two distinct benefits upon Defendants.
69. First, by recording this initial assignment, MERS Members took advantage of the
benefit of priority conferred by R.I.G.L.A. § 34-13-2. Defendants retained this benefit even after
subsequent assignments to other MERS Members, though these subsequent assignments were
not recorded. Therefore, Defendants received the benefits conferred by Johnston without
adhering to the requirements of the recording statute.
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70. Second, recording the initial assignment allowed them to representto MBS
investors that the underlying mortgage loans were "first lien" mortgages, which made the MBS
appear safer and more attractive to investors, which was the ultimate end-game for Defendants-
i.e., to quickly and cheaply securitize mortgage loans and sell the MBS to investors. Defendants
reaped substantial profits from securitizing mortgages and selling MBS to investors by
representing that the mortgages were "first lien." In doing so, Defendants recorded assignments
when it suited them (i.e. recording the initial land instrument) and used the MERS system when
recording was inconvenient for them (i.e. failing to record mortgage assignments leading to
securitization).
71. By their wrongful and improper conduct, Defendants were, and are, unjustly
enriched at the expense of and to the detriment of Plaintiff for the recording fees that Defendants
retained.
72. As a direct and proximate result of Defendants' unjust enrichment, Plaintiff seeks
restitution from Defendants and respectfully requests that this Court disgorge all profits, benefits,
and other compensation Defendants obtained by their wrongful and improper conduct.
PRAYER FOR RELIEF
WHEREFORE, by and through its undersigned counsel, Plaintiff prays for judgment
declaring and determining that:
a. This action is properly maintainable as a class action under Fed. R. Civ. P.
23(B)(l)(a) and/or (B)(l)(b), Fed R. Civ. P. (B)(2), and Fed. R. Civ. P. 23(B)(3);
b. Plaintiff is an adequate representative of the Class, and Plaintiffs counsel is
designated lead counsel for the Class;
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c. Every mortgage and mortgage assignment of real property located in Rhode
Island shall be recorded by Defendants in the appropriate Class Members' land evidence records,
thereby paying Plaintiff and the Class attendant recording fees;
d. Defendants are pem1anently enjoined from non-recordation of Rhode Island
mortgages and mot1gagc assignments of real property in land evidence records;
c. Plainti1Tis entitled to restitution and disgorgement of Defendants' profits.
benefits. and other compensation Defendants obtained by their wrongful and improper conduct;
r. Plaintiff is entitled to an award of damages as set forth above;
g. Plaintiff is entitled to an award of reasonable attomeys' fee and costs of bringing
this action: and
h. Plaintiff is entitled to such other and further relief as the Court deems just and
proper.
JURY DEMAND
Plaintiff demands a trial by ju_ry.
Dated: June 15.:::012

SHEKARCHI LAW OFFICES
33 College Hill Road
Warwick, Rhode Island 02886
Telephone: (401) 827-0100
Facsimile: (401) 823-1400
Stanley D. Bcmstein (Bernstein(ci),bcrnlicb.com)
Christian Siebott
BERNSTEIN LIEBHARD LLP
10 East 40th Street
New York, New York 10016
Telephone: (212) 779-1414
Facsimile: (212) 779- 3218
Counselfor Town of.Johnston
17
Case 1:12-cv-00452-M-LDA Document 1 Filed 06/15/12 Page 18 of 18 PageID #: 18
JS-44 (Rev. 3/08 RI) CIVIL COVER SHEET
I. (a) PLAINTIFFS DEFENDANTS
TOWN OF JOHNSTON MERSCORP, INC., et al
(b) County of Residence of First Listed Plaintiff Providence County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES)
(IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE
(c) Attorney's (Finn Name, Address, and Telephone Number)
LAND INVOLVED.
K. Joseph Shekarchi, Esq.
Attorneys (If Known)
CA 1
2
4 52
rv\
Shekarchi Law Offices
-
33 Colle!.!e Hill Road. Suite 15-E II
II. BASIS OF JURISDICTION (Place an "X" in One Box Only) m. CITIZENSHIP OF PRINCIPAL PARTIES (Place an "X" in One Box for Plaintiff
Dr
(For Diversity Cases Only) and One Box for Defendant)
U.S. Government 03 Federal Question
PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party)
Citizen of This State [8)1 01 Incorporated or Principal Place 04 04
ofBnainess In This State
02 U.S. Government IB]4 Diversity
Citizen of Another State 02 02 Incorporated and Principal Place 05 [8)5
Defendant (Indicate Citizenship of Parties in Item III)
of Business In Another State
IV. NATURE OF SUIT (Place an "X"inOneBoxOnly)
(APAAppeals, IDEA
Appeals, Other)
422 Appeal28 U.S.C. § 158
423 Withdrawal28 U.S.C. §
157
140 Negotiable Instruments
430 Banks and Banking
875 Customer Challenge to
Subpoena (12 U.S. C. §
3410)
Citizen or Subject of a
Foreign Country
0463 Habeas Corpus - Alien
Detainees
0465 Other Immigration Actions
1!5890 oo.;;i;!;! Acllons
Safety/Health
0710 Fair Labor Standards Act
0720 Labor/Management
Relations
0730 Labor/Management
Reporting and Disclosure
Act
8
740 Railway Labor Act
790 Other Labor Litigation
0 150 Recovery of
Overpayment and
Enforcement of Judgment
(Collections)
0151 Medicare Act
D 152 Recovery of Defaulted
Student Loans (excluding
Veterans)
0153 Recovery of
Overpayment of
Veterans' Benefits
0370 Other Fraud
O«o Other Civil Rights
(Immigration/Deportation)
0450 Commerce
0460 Deportation
0610 Agriculture
0620 Other Food and Drug
0625 Drug related seizure of
property
8
630 Liquor Laws
640 Railroad and Truck
CONTINUED ON
REVERSE SIDE
03 03 Foreign Nation
Care)
Selective Service
Taxes (U.S. Plaintiff or
Defendant)
0871 IRS-Third Party (26
u.s.c. § 7609)
§
890 Other Statntocy Actions
891 Agricultural Acts
892 Economic Stabilization
Act
0894 Energy Allocation Act
0895 Freedom ofln:furmation
Act
0900 Appeal ofFee
Determination under
Equal Access to Justice
Act
OSlO Motions to Vacate
Sentence (2254)
OslO Motions to Vacate
Sentence (225 5)
§
530 General (Habeas)
535 Death Penalty
540 Mandamus and Other
B
550 Civil Rights (1983)
555 Prison Conditions(1983)
§
210 Land Condemnation
220 Foreclosure
230 Rent, Lease and
Ejectment
0240 Torts to Land
1&1290 All other Real Property
0380 Other Personal Property
Damage
06 06
'fMorum I
Liability
0245 Tort Product Liability
0315 Airplane Product
Liability
0345 Marine Product
Liability
0355 Motor Vehicle
Product Liability
0365 Personal Injury
Product Liability
0385 Property Damage
Product Liability
(Fed Tort Claims
B
310 Airplane
320 Assault, Libel and
Slander
0330 Federal Employers'
Liability
0360 Other Personal injury
0368 Asbestos Personal
Injury
Case 1:12-cv-00452-M-LDA Document 1-1 Filed 06/15/12 Page 1 of 3 PageID #: 19
V. ORIGIN (Place an "X" In One Box Only)
1&11 02 03 04 Os LJ6 LJ7
Original Removed from Remanded from Reinstated or Transferred from Multidistrict Appeal to District Judge
Proceeding State Court Appellate Court Reopened another district Litigation From Magistrate Judgment
(SpecifY)
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
28 U.S.C. 1332
VI. CAUSE OF ACTION
Brief description of cause:
Declaratory Judgment, Unjust Enrichment
VIL REQUESTED IN
1&1 Check if this is a Class Action DEMAND$ JURY DEMAND: 1&1 Yes 0 No
COMPLAINT UnderF.RC.P. 23 (Check Y E S ~ if demanded in complaint)
VIII. RELATED CASE(S)
Date
IF ANY JUDGE DOCKET NUMBER
Because of the need for accurate and complete information, you should ensure the accuracy of the information provtded pnor to stgnmg the form.
INSTRUCTIONS FOR COMPLETING CIVIL COVER SHEET JS-44
Authority for Civil Cover Sheet
The JS-44 civil cover sheet and the infonnation contained herein neither replaces nor supplements the filings and service of pleadings or other papers as required
by law, except as provided by local rules of court. This fonn, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk
of Court for the purpose of initiating the civil docket sheet. Consequently a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. Listed below
are tips for completing the civil cover sheet. These tips coincide with the Roman Numerals on the Cover Sheet.
I. COUNTY OF RESIDENCE OF FIRST LISTED PLAINTIFF/DEFENDANT (b) County of residence: For each civil case filed, except U.S. plaintiff
cases, enter the name of the county where the first listed plaintiff resides at the time offJ.!ing. In U.S. plaintiff cases, enter the name of the county in
which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the "defendant" is the
location of the tract of land involved.)
III. CITIZENSHIP OF PRINCIPAL PARTIES: This section is completed .Q!1Jy if diversity of citizenship was selected as the Basis of Jurisdiction under
Section II.
IV. NATURE OF SUIT: Place an X in the appropriate box. Make sure to select the Nature of Suit from the category which best describes the primary cause
of action found in your complaint. You must select .Q!1Jy one nature of suit.
VIIT. RELATED CASES, IF ANY: This section of the JS-44 is used to reference related pending cases if any. If there are related pending cases, insert the
docket numbers and the corresponding judge names for such cases.
Receipt# ____ _
Amount ____ _
Applying IFP ---- Judge--------
Mag. Judge _____ _
Case 1:12-cv-00452-M-LDA Document 1-1 Filed 06/15/12 Page 2 of 3 PageID #: 20
\
.\
Court Name: U.S. District Court for RI
Division: 1
Receipt Number: 14670008340
Cashier ID: vmcgu1re
Transaction Date: 06/15/2012
Payer Name: K Joseph Sheharchi Esq
CIVIL FILING FEE
For: K Joseph Sheharchi Esq
Case/Party: D-RIX-1-12--0-000452-001
Amount: $350.00
CHECK
Amt Tendered: $350.00
Tota 1 Due: $350.00
Total Tendered: $350.00
Change Amt : $0.00
K Joseph Sheharchi Esq
Civil Filing Fee
CA 12-452 M
Case 1:12-cv-00452-M-LDA Document 1-1 Filed 06/15/12 Page 3 of 3 PageID #: 21