CWALT - Class Action 2007

1 Lloyd Winawer (State Bar No.
157823)
lwinawer oodwin rocter.com
2 GOOD PROCTER LLP
10250 Constellation Blvd., Floor
3 Los Angeles, CA 90067
Telephone: 310-788-5177 m ;>
4 Facsimile: 310-286-0992 MM o
=
z
5 Brian E. Pastuszenski (Pro Hac Vice Pending) r.M O
bpastuszenski @ goodwinprocter.com ^
6 Inez H . Friedman- Boyce (Pro Hac Vice Pending) >o^ --
Cr- ifriedmanb_^oyce oodwinprocter.com Z V,
C 7 GOODWIN PROCTER LLP

53 Exchange lace
8 Boston, MA 0P 2109
Telephone : 617-570-1000 ^U N
9 Facsimile : 617-523-1231 .
10 Attorneys for Defendants

COUN"I'RYWI13E HOME LOANS SERVICING LP, CWALT, INC.,
L
11 ALTERNATIVE LOAN TRUSTS (listed in the case caption),
O
COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
12 SECURITIES CORPORATION, STANFORD L. KURLAND
ERIC P. SIERACKI, DAVID A. SPECTOR, N. JOSHUA ADLER,
13 RANJIT KRIPALANI, and JENNIFER S. SANDEFUR
p Oa V
14
a^ d UNITED STATES DISTRICT COURT
o ^ o 15
O O
16 FOR THE CENTRAL DISTRICT OF CALIFORNIA
17 DAVID H. LUTHER Individually and On Case No.
Behalf of All Others §imilarly Situated, t CV 0 7
18 0 8 1 6 5 G H K `S
Plaintiff,
19 NOTICE OF REMOVAL
vs.
20
COUNTRYWIDE HOME LOANS
21 SERVICING LP, CWALT, INC.
ALTERNATIVE LOAN TRUST 2005-J1,
22 ALTERNATIVE LOAN TRUST 2005- ,
ALTERNATIVE LOAN TRUST 2005-J4 ,
23 ALTERNATIVE LOAN TRUST 2005-J5,
26 ALTERNATIVE LOAN TRUST 2005-J 11,
27
28 [Caption continued on following page]
NOTICE OF REMOVAL
ALTERNATIVE LOAN TRUST 2005-J 14,
ALTERNATIVE LOAN TRUST 2005-AR1,
ALTERNATIVE LOAN TRUST 2005-IM1,
ALTERNATIVE LOAN TRUST 2005-1CB,
ALTERNATIVE LOAN TRUST 2005-2,
ALTERNATIVE LOAN TRUST 2005-11 CB,
10 ALTERNATIVE LOAN TRUST 2005-19CB,
11 ALTERNATIVE LOAN TRUST 2005-21 CB,
s0 ALTERNATIVE LOAN TRUST 2005-22T1,
a N
R ALTERNATIVE LOAN TRUST 2005-24,
Y E 13 ALTERNATIVE LOAN TRUST 2005-25T1,
G
a C
U 14 ALTERNATIVE LOAN TRUST 2005-27,
.9^ 3 Y ALTERNATIVE LOAN TRUST 2005-28CB,
0 U0 e
0 15
U h
An a lE ALTERNATIVE LOAN TRUST 2005-32T1,
0 N
if ALTERNATIVE LOAN TRUST 2005-36
ALTERNATIVE LOAN TRUST 2005-37'1,
15 ALTERNATIVE LOAN TRUST 2005-38,
2( ALTERNATIVE LOAN TRUST 2005-41,
2: ALTERNATIVE LOAN TRUST 2005-45,
ALTERNATIVE LOAN TRUST 2005-48T1,
2( ALTERNATIVE LOAN TRUST 2005-53T2,
2i ALTERNATIVE LOAN TRUST 2005-55CB,
28 [Captioned continued on next page]
ALTERNATIVE LOAN TRUST 2005-58
ALTERNATIVE LOAN TRUST 2005-60t 1,
ALTERNATIVE LOAN TRUST 2005-6 1,
ALTERNATIVE LOAN TRUST 2005-76
10 ALTERNATIVE LOAN TRUST 2005-772T1,
L
I1 ALTERNATIVE LOAN TRUST 2005-80CB,
ALTERNATIVE LOAN TRUST 2005-8 1,
q
A ALTERNATIVE LOAN TRUST 2005-83CB,
Y L 13 ALTERNATIVE LOAN TRUST 2005-84,
Z
E ALTERNATIVE LOAN TRUST 2005-85CB,
U 14 ALTERNATIVE LOAN TRUST 2005-86CB,
ALTERNATIVE LOAN TRUST 2006-HY3,
V 15 ALTERNATIVE LOAN TRUST 2006-HY 10,
lE ALTERNATIVE LOAN TRUST 2006-HY12,
li ALTERNATIVE LOAN TRUST 2006-J1,
2C ALTERNATIVE LOAN TRUST 2006-J7,
21 ALTERNATIVE LOAN TRUST 2006-OA 0,
ALTERNATIVE LOAN TRUST 2006-OA 1,
2i ALTERNATIVE LOAN TRUST 2006-OA12,
ALTERNATIVE LOAN TRUST 2006-OA16,
2? ALTERNATIVE LOAN TRUST 2006-OA17,
24 ALTERNATIVE LOAN TRUST 2006-OA19,
2'_ ALTERNATIVE LOAN TRUST 2006-OA22,
2E ALTERNATIVE LOAN TRUST 2006-OA6,
2i ALTERNATIVE LOAN TRUST 2006-OA8,
28 [Caption continued on next page]
OF
ALTERNATIVE LOAN TRUST 2006-OC1,
ALTERNATIVE LOAN TRUST 2006-7CB
ALTERNATIVE LOAN TRUST 2006-11Ch,
I.
.°a 12 ALTERNATIVE LOAN TRUST 2006-19CB,
L
0 13 ALTERNATIVE LOAN TRUST 2006-21 CB,
a ALTERNATIVE LOAN TRUST 2006-23CB,
U 14 ALTERNATIVE LOAN TRUST 2006-24CB,
I ALTERNATIVE LOAN TRUST 2006-25CB,
0 0 15
C
In 3 16 ALTERNATIVE LOAN TRUST 2006-28CB,
19 ALTERNATIVE LOAN TRUST 2006-41 CB,
2a ALTERNATIVE LOAN TRUST 2006-9T1,
27 ALTERNATIVE LOAN TRUST 2007-10CB
28 [Caption continued on next page]
AL
ALTERNATIVE LOAN TRUST 2007-AL 1,
ALTERNATIVE LOAN TRUST 2007-JI,
ALTERNATIVE LOAN TRUST 2007-OH1,
ALTERNATIVE LOAN TRUST 2007-IT1,
ALTERNATIVE LOAN TRUST 2007-1 IT1,
I. 11 ALTERNATIVE LOAN TRUST 2007-14T2,
COUNTRYWIDE HOME LOANS, INC.,
12 COUNTRYWIDE SECURITIES
a
L
CORPORATION,
e 13 MORGAN STANLEY & CO.
L
INCORPORATED,
U 14 UBS SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.,
0 15 CITIGROUP GLOBAL MARKETS INC.,
0 LEHMAN BROTHERS INC.,
44 e lE GREENWICH CAPITAL MARKETS, INC.,
0 EDWARD D. JONES & CO., L.P.,
li J.P. MORGAN SECURITIES INC.,
CREDIT SUISSE FIRST BOSTON,
1E GOLDMAN SACHS & CO.,
BANC OF AMERICA SECURITIES LLC,
15 BARCLAYS CAPITAL INC.,
BEAR STEARNS & CO. INC.,
2C STANFORD L. KURLAND,
ERIC P. SIERACKI,
21 DAVID A. SPECTOR,
N. JOSHUA ADLER
2: RANJIT KRIPALAN'I,
JENNIFER S. SANDEFUR
22 and DOES 1 through 20, inclusive,
N Defendants.
25
2E
27
2E
OF
Defendants Countrywide Home Loans Servicing LP, CWALT, Inc., Alternative
2 Loan Trusts (listed in the case caption), Countrywide Home Loans, Inc., Countrywide
3 Securities Corporation , Stanford L. Kurland, Eric P. Sieracki, David A. Spector, N.
4 Joshua Adler, Ranjit Kripalani, and Jennifer S. Sandefur (collectively, the
5 "Countrywide Defendants"),' specially appearing solely for the purpose of submitting
6 this notice of removal and preserving and not waiving any defenses they may have
7 based on lack of personal jurisdiction or service of process, or any other defenses, by
8 their attorneys, hereby remove the above-captioned case pending in the Superior Cou
9 of the State of California, County of Los Angeles, to the United States District Court
10 for the Central District of California. Removal is based on 28 U.S.C. §§ 1332 and
11 1441, as amended in relevant part by the Class Action Fairness Act of 2005
g r
Gr. e
12 ("CAFA"), and authorized by 28 U.S.C. § 1453.
Y > •^
13 As grounds for removal, the Countrywide Defendants state as follows:
om^
L a
a+ ^ U 14 1. On November 14, 2007 plaintiff David H. Luther filed this putative state
^ Y
goo 15 court class action (the "State Court Action") by filing a complaint entitled David H.
16 Luther v. Countrywide Home Loans Servicing LP et al. (the "Class Action
17 Complaint") in the Superior Court of the State of California , County of Los Angeles
18 and on behalf of all persons or entities who acquired mortgage pass-through

19 certificates issued by defendant CWALT, Inc. ("CWALT") and sold nationally in
20 public offerings registered with the U.S. Securities and Exchange Commission under
21 Section [5] of the Securities Act of 1933 . This case was assigned docket number
22 BC380698.
23
24 ` The other, separately represented defendants in this matter are Morgan Stanley
& Co. Incorporated UBS Securities LLC, Deutsche Bank Securities Inc., Citiaroup
25 Global Markets Inc ., Lehman Brothers Inc., Greenwich Capital Markets, Inc., dward
D. Jones & Co , L.P., J.P. Morgan Securities Inc., Credit Suisse First Boston (now
26 known as Credit Suisse Securities (USA) LLC), Goldman Sachs & Co., Banc of
America Securities LLC, Barclays Capital Inc., and Bear Sterns & Co. Inc. These
27 defendants have consented to the removal of this matter and have authorized
Defendants to represent that they are concurrently filing a Notice of Consent to
28 Removal.
OF REMOV.
1 2. The Class Action Complaint alleges, among other things, that certain public
2 offering registration statements filed by CWALT with the U.S. Securities and
3 Exchange Commission between January 2005 and June 2007 contained
4 misstatements, and asserts causes of action under Sections 11, 12(a)(2), and 15 of the
5 Securities Act of 1933, 15 U.S.C. §§ 77k, 771(a)(2), and 77o.
6 3. Pursuant to 28 U.S.C. §§ 1446(a) and 1441(a), this Notice of Removal is
7 being filed in the United States District Court for the Central District of California.
8 STATUTORY REQUIREMENTS - CLASS ACTION FAIRNESS ACT
9 4. This Court has Jurisdiction . Pursuant to 28 U.S.C. § 1332, as amended by
10 CAFA, a putative "class action" commenced after February 18, 2005 - i.e., the
11 effective date of CAFA - may be removed to the appropriate United States District
12 Court if. (a) the amount in controversy exceeds the sum or value of $5,000,000,
13 exclusive of interest and costs; and (b) any member of the putative class is a citizen of
14 a state different from any defendant. 28 U.S.C. § 1332(d)(2)(A).
15 5. CAFA is applicable to the State Court Action because the Action was
16 commenced on or about November 14, 2007 - i.e., after the effective date of CAFA.
17 28 U.S.C. §§ 1332, 1453.
18 6. In addition, the State Court Action is a "class action" within the meaning of
19 CAFA because Plaintiff seeks to represent a class of persons in a "civil action filed
20 under" California's class action statute, Cal. Code Civ. Proc. § 382 - Le., a "rule of
21 judicial procedure authorizing an action to be brought by 1 or more representative
22 persons as a class action." 28 U.S.C. §§ 1332(d)(1)(B), 1453(a).
23 7. Amount in Controversy . There is more than $5,000,000 in controversy in
24 the State Court Action. Under 28 U.S.C. § 1332(d), as added by CAFA, the amount in
25 controversy in a putative class action is determined by aggregating the amount at issue
26 in the claims of all members of the putative class. 28 U.S.C. § 1332(d)(6). Here, the
27 Class Action Complaint alleges that the defendants made false and misleading
28 statements in connection with the issuance of approximately $300 billion in mortgage
11 2
NOTICE OF REMOVAL
1 certificates, and that the value of the certificates has declined su
2 subsequent to and due to the defendants' alleged violations. See Class Action
3 Complaint 1158, 86 and Prayer for Relief. While the Countrywide Defendants deny
4 that Plaintiff or any putative class member is entitled to recover any amount, and
5 specifically deny that Plaintiff or any putative class member is entitled to the relief in
6 the various forms sought, these allegations plainly make the aggregate amount in
7 controversy in this State Court Action more than $5,000,000, exclusive of interest and
8 costs. 28 U.S.C. § 1332(d)(2).
9 8. Citizenship of Parties . The requisite diversity of citizenship exists under 28
to U.S.C. §§ 1332(d)(2) and (d)(7). To establish diversity jurisdiction under CAFA, it is
11 sufficient that any one member of the putative class is a citizen of a state different from
-^ n
N a 12 any one defendant, in contrast to the complete diversity requirement of typical diversity
e 13 jurisdiction. 28 U.S.C. § 1332(d)(2)(A). Among the defendants in the State Court
40
. y Y14 Action, there are citizens of California, Connecticut, Delaware, Missouri, Nevada, New
0 o Q 15 York, New Jersey, North Carolina, and Texas, including Countrywide Securities
16 Corporation, which is a citizen of California, and Goldman Sachs & Co., which is a
17 citizen of New York. Because a natural person can be a citizen of at most one state -
18 his or her state of domicile - it follows afortiorari that at least one member of the
19 proposed class is a citizen of a state different from at least one defendant. Id.
20 9. No CAFA Exceptions Apply. Although the Countrywide Defendants deny
21 11 that it is their burden to show that CAFA' s exceptions to jurisdiction in 28 U.S.C. §§

22 1332 (d)(4), (5) and (9) do not apply, none does.
23 a. First, the exceptions in 28 U.S.C. §§ 1332(d)(4)(A) and (B) do not
24 apply because they are limited to cases where, among other things, more than two-
25 thirds of the putative class members are citizens of the State in which the action was
26 originally filed. 28 U.S.C. §§ 1332(d)(4)(A) and (B). There is no basis for
27 concluding that two-thirds of the members of the proposed class are citizens of
28 California;
3
AL
0
1 b. Second, the exception in Section 1332(d)(5)(A) does not apply
2 because the Defendants are individuals and corporate and other private entities, not
3 States, State officials , or other governmental entities. 28 U.S .C. § 1332(d)(5)(A);
4 c. Third, the exception in Section 1332(d)(5)(B) does not apply
S because the number of putative class members is alleged to be in excess of 100. 28

6 U.S.C . § 1332(d)(5)(B). Specifically, the Complaint alleges that there are "thousands"
7 of members of the putative class. See Class Action Complaint at ¶ 39; and
8 d. Finally, the exceptions in Section 1332(d)(9) do not apply because

9 this case does not solely involve a claim: (1) concerning a "covered security" under
io Section 16(f)(3) of the Securities Exchange Act of 1933; (2) relating to the internal
p 11 affairs or governance of a corporation or other form of business enterprise and arising
12 by virtue of the laws of the state in which such corporation or business enterprise is
J N S
13 organized; or (3) relating to the rights, duties (including fiduciary duties), and to
u 14 obligations relating to or created by or pursuant to any security. 28 U.S.C. §
D o 15 1332(d)(9).
UN da 16 PROCEDURAL REQUIREMENTS
17 10. Removal to Proper Court. This Court is part of the " district and division
18 embracing the place where" this action was filed - Los Angeles County Superior
19 Court. 28 U.S .C. § 1446(a).
20 11. Consent to Removal. As shown below, and although it is not necessary, all
21 defendants consent to removal.
22 12. Removal is Timely . Defendants received by service the Summons and
23 Complaint no earlier than November 14, 2007. Receipt of the Summons and
24 Complaint was the first notice of the State Court Action or federal jurisdiction
25 received by Defendants. This Notice of Removal is being filed with the United States
26 District Court for the Central District of California on December 14, 2007, within 30
27 days after receipt by defendants Countrywide Home Loans Servicing LP, CWALT,
28 Inc ., Countrywide Home Loans, Inc., and Countrywide Securities Corporation,
4
NOTICE OF REMOVAL
1
1 through service or otherwise, of the Summonses and Complaint. See 28 U.S.C. §

2 1446(b).
3 13. Pleadings and Process. In accordance with 28 U.S.C. § 1446(a), attached
4 hereto as Exhibit A are file-stamped copies of all process, pleadings and orders served
5 upon the Countrywide Defendants in the State Court Action, namely the Summons,
6 Complaint, Civil Case Cover Sheet, Civil Case Cover Sheet Addendum and Statement
7 of Location, Proofs of Service of the Summons and Complaint on defendants Home
8 Loans Servicing LP, CWALT, Inc., Countrywide Home Loans , Inc., and Countrywide
9 Securities Corporation, and Court Order - Notice of Status Conference. See 28

10 U.S.C. § 1446(a).
0 11 14. Notice . The Countrywide Defendants will promptly serve a copy of the
12 Notice of Removal on Plaintiff's counsel and file with the Clerk of the Superior Court
13 of the State of California, County of Los Angeles, a Notice of Filing of Notice of
14 Removal pursuant to 28 U.S.C. § 1446(d).
0 0 15 15. Signature . This Notice of Removal is signed pursuant to Fed. R. Civ. P. 11.
vQ
N a 16 See 28 U.S.C. § 1446(a).
17 16. Bond and Verification . Pursuant to Section 1016 of the Judicial

18 Improvements and Access to Justice Act of 1988, no bond is required in connection
19 with this Notice of Removal. Pursuant to Section 1016 of the Act, this Notice need
20 11 not be verified.
21 17. Based upon the foregoing, this Court has jurisdiction over this matter
22 pursuant to 28 U.S.C. § 1332, as amended by CAFA, and the claims may be removed
23 to this Court under 28 U.S.C. § 1453.
24
25
26
27
28
NOTICE OF REMOV
I lp
1 WHEREFORE, this action should proceed in the United States District Court
I for the Central District of California, as an action properly removed thereto.
3 Dated: December 14, 2007 Respectfully submitted,
4 Defendants COUNTRYWIDE HOME
LOANS SERVICING LP, CWALT,
5 INC., ALTERNATIVE LOAN
TRUSTS (listed in the case caption)
6 COUNTRYWIDE HOME LOANS,
INC., COUNTRYWIDE SECURITIES
7 CORPORATION, STANFORD L.
KURLAND ERIC P. SIERACKI,
8 DAVID A. S^PECTOR, N. JOSHUA
ADLER, RANJIT KRIPALANI, and
9 JENNIFER S. SANDEFUR
10
I1
Lio. wmawer
12 lw' er^goodwin_procter.com
GO DA N PROCTER LLP
13 10250 Constellation Blvd., 21 Floor
i - = Los Angeles CA 90067
14 Telephone: 310-788-5177
Facsimile: 310-286-0992
15
aJ = r
16 GOODWIN PROCTER LLP
Brian E. Pastuszenski (Pro Hac Vice
17 Pending)
bpastuszenski@goodwinprocter.com
18 Inez H. Friedman-Boyce (Pro Hac Vice
Pending)
19 ifriedmanboyce@goodwinprocter.com
53 Exchange Place
20 Boston, MA 02109
Telephone : 617-570-1000
21 Facsimile: 617-523-1231
23
24
26
27
?8
6
E OF REMOVAL

CWALT - Class Action 2007

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CWALT - Class Action 2007

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1 Lloyd Winawer (State Bar No.

C 7 GOODWIN PROCTER LLP

10 Attorneys for Defendants

28 [Caption continued on following page]

3 Securities Corporation , Stanford L. Kurland, Eric P. Sieracki, David A. Spector, N.

4 Joshua Adler, Ranjit Kripalani, and Jennifer S. Sandefur (collectively, the

5 "Countrywide Defendants"),' specially appearing solely for the purpose of submitting

18 and on behalf of all persons or entities who acquired mortgage pass-through

21 11 that it is their burden to show that CAFA' s exceptions to jurisdiction in 28 U.S.C. §§

1 b. Second, the exception in Section 1332(d)(5)(A) does not apply

S because the number of putative class members is alleged to be in excess of 100. 28

8 d. Finally, the exceptions in Section 1332(d)(9) do not apply because

p 11 affairs or governance of a corporation or other form of business enterprise and arising

1 through service or otherwise, of the Summonses and Complaint. See 28 U.S.C. §

9 Securities Corporation, and Court Order - Notice of Status Conference. See 28

17 16. Bond and Verification . Pursuant to Section 1016 of the Judicial

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