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Delaware County, Pa, et al v. Federal Housing Finance Agency

March 26, 2013

DELAWARE COUNTY, PA, ET AL., PLAINTIFFS,
v.
FEDERAL HOUSING FINANCE AGENCY, AS CONSERVATOR FOR FEDERAL NAT'L MORTGAGE ASS'N AND FEDERAL HOME LOAN MORTGAGE CORP., ET AL., DEFENDANTS.



The opinion of the court was delivered by: Pratter, J.

MEMORANDUM

In their First Amended Complaint, Delaware and Chester Counties assert that the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"),*fn1 and the Federal Housing Finance Agency (their Conservator) have unlawfully failed to pay real estate transfer taxes. Defendants counter that they are exempt from such taxes by statute and ask the Court to dismiss the case. After oral argument and supplemental briefing, the matter is ripe for decision. Because federal statutes do exempt these Defendants from paying real estate transfer taxes, the Court will dismiss this case.

FACTUAL AND PROCEDURAL BACKGROUND

Two Pennsylvania counties, Delaware and Chester ("the Counties"), allege in their First Amended Complaint that Fannie Mae and Freddie Mac (collectively, the "Enterprises"), as well as the Federal Housing Finance Agency (the "Agency") as conservator for the Enterprises, have unlawfully failed to pay transfer taxes on real estate transactions in Pennsylvania. The Pennsylvania Realty Transfer Tax ("Transfer Tax") imposes a tax upon each "person who makes, executes, delivers, accepts or presents for recording any document . . . " 72 PA. CONS. STAT. § 8102-C. This tax is assessed at "the rate of one per cent of the value of the real estate represented by such document." Id. The tax is collected at the county level, in exchange for a commission from the state and at the same time as local transfer taxes are collected.

Fannie Mae is a private corporation chartered by Congress to "establish secondary market facilities for residential mortgages," to "provide stability in the secondary market for residential mortgages," and to "promote access to mortgage credit throughout the Nation." 12 U.S.C. § 1716. Freddie Mac, also chartered by Congress, has a similar mission to "provide ongoing assistance to the secondary market for residential mortgages," to strengthen and support "mortgages on housing for low- and moderate-income families" by "increasing the liquidity" of the market, and to "promote access to mortgage credit throughout the Nation." 12 U.S.C. § 1451 note. The Agency was created to oversee the Enterprises and was appointed as conservator for them in 2008. See 12 U.S.C. § 4617.

By statute, Fannie Mae, "including its franchise, capital, reserves, surplus, mortgages or other security holdings, and income, shall be exempt from all taxation now and hereafter imposed by any State, . . . county, municipality, or local taxing authority, except that any real property of the corporation shall be subject to State, territorial, county, municipal, or local taxation to the same extent as other real property is taxed." 12 U.S.C. § 1723a(c)(2). Likewise, Freddie Mac, "including its franchise, activities, capital, reserves, surplus, and income, shall be exempt from all taxation now or hereafter imposed by . . . any State, county, municipality, or local taxing authority, except that any real property of the Corporation shall be subject to State territorial, county, municipal, or local taxation to the same extent according to its value as other real property is taxed." 12 U.S.C. § 1452(e). The Agency is exempted by a similar provision. See 12 U.S.C. § 4617(j)(1), (2). In addition, the Agency is not "liable for any amounts in the nature of penalties or fines, including those arising from the failure of any person to pay any real property, personal property, probate, or recording tax or any recording or filing fees when due." Id. at § 4617(j)(4).

After the Counties filed their original complaint, Defendants moved to dismiss, prompting the Counties to file a First Amended Complaint. According to the First Amended Complaint, although the Enterprises have historically claimed exemption from the Transfer Tax and despite the statutory language quoted above, they are actually liable for them. The Counties bring claims based on this alleged liability under 72 PA. CONS. STAT. §§ 8102-C, 8102-D, as well as a common law claim of unjust enrichment and a claim for declaratory judgment.*fn2

Defendants again moved to dismiss.

LEGAL STANDARD

A Rule 12(b)(6) motion to dismiss tests the sufficiency of a complaint. Although Rule 8 of the Federal Rules of Civil Procedure requires only "a short and plain statement of the claim showing that the pleader is entitled to relief," Fed. R. Civ. P. 8(a)(2), in order to "give the defendant fair notice of what the . . . claim is and the grounds upon which it rests," Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citations and quotations omitted) (alteration in original), the plaintiff must provide "more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. (citation omitted).

To survive a motion to dismiss, the plaintiff must plead "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Specifically, "[f]actual allegations must be enough to raise a right to relief above the speculative level . . . ." Twombly, 550 U.S. at 555 (citations omitted). The question is not whether the claimant will ultimately prevail but whether the complaint is "sufficient to cross the federal court's threshold." Skinner v. Switzer, ------ U.S. --------, --------, 131 S.Ct. 1289, 1296 (2011) (citation omitted). An assessment of the sufficiency of a complaint is thus "a context-dependent exercise" because "[s]ome claims require more factual explication than others to state a plausible claim for relief." W. Penn Allegheny Health Sys., Inc. v. UPMC, 627 F.3d 85, 98 (3d Cir. 2010) (citations omitted).

In evaluating the sufficiency of a complaint, the Court adheres to certain well-recognized parameters. For one, the Court "must only consider those facts alleged in the complaint and accept all of the allegations as true." ALA, Inc. v. CCAIR, Inc., 29 F.3d 855, 859 (3d Cir. 1994) (citing Hishon v. King & Spalding, 467 U.S. 69, 73 (1984)); see also Twombly, 550 U.S. at 555 (stating that courts must assume that "all the allegations in the complaint are true (even if doubtful in fact)"); Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010) ("[A] court must consider only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant's claims are based upon these documents."). The Court also must accept as true all reasonable inferences that may be drawn from the allegations, and view those facts and inferences in the light most favorable to the non-moving party. See Rocks v. City of Phila., 868 F.2d 644, 645 (3d Cir. 1989); see also Revell v. Port Auth. of N.Y. & N.J., 598 F.3d 128, 134 (3d Cir. 2010). That admonition does not demand the Court turn its back on reality. The Court need not accept as true "unsupported conclusions and unwarranted inferences," Doug Grant, Inc. v. Greate Bay Casino Corp., 232 F.3d 173, 183-- 84 (3d Cir. 2000) (citations and quotations omitted), or the plaintiff's "bald assertions" or "legal conclusions," Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997) (citations and quotations omitted).

DISCUSSION

To be sure, this controversy quickly evokes the various permutations of the adage about the certainties of only death and taxes.*fn3 This case, however, turns on the ...

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