JOHN F. McGRORY, OSB #813115

johnmcgrory@dwt.com

Telephone: 503-7Z8-5204

Facsimile: 503-778-5299

GREGORY A. CHAIIVIOV, OSB #822180

gregorychaimov@dwt. com

Telephone: 503-778-5328

Facsimile: 503-778-5299

FRED BURNSIDE, OSB #096617

fredburnside@dwt.com

Telephone: 206-757-8016

DAVIS WRIGHT TREMAINE LLP

1300 SW Fifth Avenue,~Suite 2400

Portland, Oregon 97201

Attorneys for Defendants Mortgage Electronic

Registration System, Inc. and MERSCORP Holdings, Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

AT PORTLAND

COUNTY OF MULTNOMAH,

Plaintiff,

v.

MORTGAGE ELECTRONIC

REGISTRATION SYSTEM, INC., a

Delaware corporation; et al.,

Defendants.

MORTGAGE ELECTRONIC

REGISTRATION SYSTEMS, INC.,

Defendant/Counterclaim-Plaintiff,

v.

COUNTY OF MULTNOMAH,

Plaintiff/Counterclaim-Defendant,

and

Case No. 3:15-cv-01246-PK

DEFENDANT MERSCORP

HOLDINGS, INC.'S STATEMENT OF

UNDISPUTED FACTS IN SUPPORT

OF MOTION FOR SUMMARY

JUDGMENT

Page 1 — DEF MERSCORP HOLDINGS' S STATEMENT OF UNDISPUTED FACTS ISO MSJ

DAMS WRIGHT TREMAINE LLP

DWT 27391860v1 0096475-000008 1300 S.W. Fifth Avenue, Suite 2400

Portland, Oregon 97201-5610

(503) 241-2300 main • (503) 778-5299 fax

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 1 of 6
FEDERAL HOME LOAN MORTGAGE

CORPORATION,

and

FEDERAL NATIONAL MORTGAGE

ASSOCIATION,

Counterclaim-Defendants.

PRELIMINARY NOTE

This Statement of Undisputed Facts In Support of Motion for Summary Judgment was

originally filed in Multnomah County Circuit Court, Case No. 1212-16328, on June 11, 2015

("state court action"). The state court action was removed to this Court on July 6, 2015. On

July 17, 2015, this Court asked that all motions for summary judgment filed in the state court

action be refiled in this Court. Except for the Federal Court caption, this Statement of

Undisputed Facts is identical to the one filed in the state court action.

STATEMENT OF UNDISPUTED FACTS

Pursuant to ORCP 47 C, Defendant MERSCORP Holdings, Inc. ("MERSCORP")

submits the following statement of undisputed material facts in support of its motion for

summary judgment.

The County claims that it was harmed because it accepted trust deeds for

recording where the borrower and lender agreed to designate MFRS as the beneficiary as an

agent for the lender and its successors and assigns. (TAC ¶¶ 67(a), 108, 117, 156, 164-172, 203-

205, 214-216, 218, 225(a).)

2. The County also claims that it was harmed because documents memorializing

promissory note transfers were not created and recorded with the County each time a note

secured by a MERS trust deed was transferred. (TAC ¶¶ 115, 148-149, 178-183, 223.)

MERSCORP is the parent corporation of MERS. (TAC ¶ 69; (Decl. of Robert

Jefferson ("Jefferson Decl.") attached as Ex. A, ¶ 4).)

4. MERSCORP is a separate corporation from its subsidiary MERS, each of them

Page 2 — DEF MERSCORP HOLDINGS' S STATEMENT OF UNDISPUTED FACTS ISO MSJ

DAVIS WRIGHT TREMAINE LLP

DWT 27391860v1 0096475-000008 1300 S.W. Fifth Avenue, Suite 2400

Portland, Oregon 97201-5610

(503) 241-2300 main • (503) 778-5299 fax

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 2 of 6
being separately incorporated under Delaware law, maintaining separate corporate formalities,

and each having a board of directors that meet separately. (Jefferson Decl., Ex. A, ¶¶ 10-13.)

5. MERSCORP is not designated as the beneficiary on deeds of trust. (Id. ¶ 5.)

6. MERSCORP does not assign deeds of trust. (Id. ¶ 7.)

7. MERSCORP does not record deeds of trust. (Id. ¶ 8.)

8. MERSCORP is not a party to deeds of trust. (Id. ¶ 5.)

9. MERSCORP does not lend money. (Id. ¶ 9.)

10. MERSCORP does not possess promissory notes. (Id.)

11. MERSCORP does not transfer promissory notes. (Id.)

12. The County has not produced any evidence showing that MERSCORP has

engaged in any alleged wrongdoing regarding any trust deeds, trust deed assignments,

promissory notes, or promissory note transfers.

DATED this 20" t day of July, 2015.

DAMS WRIGHT TREMAINE ~,,Lp

By /s/ JOHN F. McGRORY

JOHN F. McGRORY, OSB #813115

johnmcgrory@dwt.com

Telephone: 503-778-5204

Facsimile: 503-778-5299

GREGORY A. CHAIMOV, OSB #822180

gregorychaimov@dwt.com

Telephone: 503-778-5328

Facsimile: 503-778-5299

Attorneys for Defendants Mortgage Electronic

Registration System, Inc. and MERSCORP Holdings,

Inc.

Page 3 — DEF MERSCORP HOLDINGS'S STATEMENT OF UNDISPUTED FACTS ISO MSJ

DAMS WRIGHT TREMAINE LLP

DWT 27391860v1 0096475-000008 1300 S.W. Fifth Avenue, Suite 2400

Portland, Oregon 97201-5610

(503) 241-2300 main • (503) 778-5299 f~

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 3 of 6
3

q IN TkiE CIRCUIT COURT FOR THE STATE 4F OREGON

I'OR THE COUNTY OF MULTNOMAH

S

co~.rN~rY o~ Mu~'I~vo~~x,

6

Plaintiff, Case No. 1212-16328

7

v. DECLARATION OF

~ ROBERT J~FFERSUN

MURTUAGE ELECTRONIC

9 REGISTT~1'TIO~N SYSTEM, TNC,, a Delaware

corporation; et al.,

10

Defendants.

it

12 i, Robert Jefferson, declare as follows:

~ 3 1. I ~m an employee of MERSCORP Holdings, Inc. ("MERSCORF") and act as in14 house corporate caunsel to MERSCURP and Mortgage Electronic Registration Systems, Inc.

t S ("MFRS"). I have been employed by MERSCORP continuously since January 201 . I ara

~ {, familiar with how MERSC4RP, and its subsidiary, MFRS, operate and I have personal

17 knowledge of the facts stated in this Declaration.

t 8 2. Generally, when a lender agrees to give a loan to a harrower to tinancc real estate,

19 the borrower executes two related, but separate, documents: (1) a promissory note evidencing the

20 debt owed on the loAn; and (2) a security instrument granting a lien on the property as security

z~ Cor the debt,

22 3. When the lender that is originating the loan is ~ MERS~ System rneznber, the

23 borrower will typically execute the promissory note aad the lender will take possession of the.

24 note. When a deed of trust or ether security instrument is used to secure the debt, the lender and

25

2G

Page 1 --DFCLARA'fiUN OF R~13f RTJHF1~EsRSQN ,

DAVIS ~YRICr'Ii'I' 7'REMAING LLP

1300°SW ~iflh Avenue, Suite 2400

PorUtmd,(7regon 971.01-5610

503.778.5328 moiii 503.77$.5?.99 t'nx

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 4 of 6
~ borrower contractually agree to desig~tate MERS as the beneficzary of the security instrument as

~ a nominee (or agent) for the lender anal its successors and assigns.

3 ~. MERS is a wholly-owned subsidiary of IvTBRSCORP.

4 S. MERSCORP is not, and has never been, designated as the beneficiary cif a

5 security instrument. MERSCORP is not, and has .never been, designated as a mortgagee of a

6 security instrument.

~ 6. MERSCUR~' does nat, and never has, enforced the terms of any security

g instrument.

9 7. MERSCORP does not, and never has, assigned any security instruments,

10 including deeds of trust.

11 8. MERSCORP does nc~t, aad never has, recorded deeds of trust in the public land

12 records.

~ 3 9. M~RSCORP does not, and never has, lent monies or originated loans, held.

14 promissory notes, or otherwise possessed, transferred, or received promissory notes.

~ S 10. MERSCORP is a separate corporation from its subsidiary MFRS, and

16 MERSCORP and MERS each have a board of directors that meets separately.

17 11. MERSCORP is incorporated under the laws of the State of Delaware, its articles

1 g of incorporation are ~l~d with the Delaware Secretary of State, and it hus bylaws approved in

19 accordance with its ~irticles of incorporation and Delaware law.

2Q 12. MERSCURI' maintains corporate formalities separate and apart firom MARS.

2~ 13. MARS is incorporated under the laws of'the State of Delaware, its articles of

22 iacorporatroli are ~lcd with the Delaware Secretary of State, and it has bylaws app~•oved in

23 accordance with its articles of incorporation and Delaware law,

24

25 ~ ~3e~,inning in Aprit 2014, a new security instrumene and "MERS Rider" was introduced for use in

26 Oregon ,which defines the Lender as the "beneficiary" and MFRS as the "nai~inee" for the Lender,

7'lius, with regttrd to these deeds of trust, MERS is nn longer designated as the "beneficiary,"

Page 2 —DECLARATION OF ROBERT JFFF'IItS(7N

DAVIS WRtGI~IT TREMAIN~ LI.P

1300 SW riflh Avmiae, Suite 2400

Portland, Oregon 47201-561U

503.778.5728 main SU3.778.5299 f'nx

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 5 of 6
~ I declare under penalty of perjury that the foregoing is true and correct to the best of my

2 knowledge and bct.ief.,

3

4 Dated: June R, 201 S

5

6

7

8

9

10

12

13

14

15

16

17

18

]9

20

21

22

23

24

25

26

~~tc z~E Jefferson

Page 3 —1')ECI.,ARATTON ().F ROABR'I' ,IEPFERSON

AAVI~ ~VItIG1~7"17t~MAINL 1.1.1'

1300 SW Fifth Avenue, Suite 2400

Portland, C7regnn 17201-SGIO

503.778.1:128 main 503.798.5299 ti,x

Case 3:15-cv-01246-PK Document 110 Filed 07/20/15 Page 6 of 6