NOT RECOMMENDED F OR F ULL-TEXT PUBLICATION F ile Nam e: 12a0974n.06
No. 11-3431
UNITED STAT ES COURT OF AP P EALS F OR THE S IXTH CIRCUIT

D I A N A W I L L I A M S ,
P l a i n t i f f

- A p p e l l a n t ,

v
. C I T I M O R T G A G E , I N C

. ,
D e f e n d a n t

- A p p e l l e e
. ) ) ) ) ) ) ) ) ) ) ) ON APPEAL F R O M T H E U N I T E D S T A T E S D I S T R I C T C O U R T F O R T H E S O U T H E R N D I S T R I C T O F O H I O

B e f o r e : S I L E R a n d W H I T E , C i r c u i t J u d g e s ; R E E V E S , D i s t r i c t J u d g e . *

P E R C U R I A M
. Diana Wi lliams appea ls the dismissal for failure to state a c laim of her putative class-action complaint, which allege d that Citi Mortg ag e’s pattern and practice is to issue
form mortg ag e-loa

n-pay off statements that impose unjustified and improper additional interest and

a $50 fax/statement fee as a prer equisite to rele asing its mortg ag es, sums to which it is not entitled.
Wil liams alleg ed that as a result, Citi Mortg ag e cause d her to pay approximately $600 more than the
amount due under her mortg ag e and that, althoug h Citi Mortg ag e ref unded her the excess pay

ment approximately

one month later, it did so without pay ing he r intere st on the $600. We AFF I RM.

T h e Honora

ble Danny C. Reeve s, United States District J udg e for the Easter n Dist ri ct o f * Kentucky , sitti ng by

desig nation.
1No. 11-3431

W illiams v. Cit iMortgage, Inc

. I The undisputed fa cts are set forth in the district cour t’s opinion:
The Court derive s t h e following fac ts from Plaintiff’s Complaint and the exhibi ts attache d there to.
Plaintiff in this action is Diana Wil liams. S h e i s a resident of Ohio. Def endant in this ac t i o n i s C i ti. Citi is a New York corpor ation with its principal place of busi ness i n Missouri. Citi specia liz es i n the origination, purcha se, receipt of assig nments in, and servic ing of residential home mor

tga g es.
I n J uly 2006, Plaintiff had a mortg ag e on her house located in Gaha nna, Ohio. Def endant held an d service d Plaintiff’s mortg ag e at that time. Desirous of re financ ing that mortg ag e, Plaintiff reque sted, and Def endant issued, a P ay o ff Statement on J uly

31, 2006.
The Pay off S t at em ent provided sever al piece s of financ ial information. I t stated t hat “PAYOFF GOOD T HR OU GH SEPTEMBER 1, 2006.” The “TOTAL TO PAY L OAN I

N FUL L ” was $133 , 5 3 1

. 2 5

. I n rea ching that fig ure, the Pay off Statement itemiz ed ea ch cha rg e as f ollows:
PRI NCI PALBA L ANCE AS OF 07/01/06 $132,028.11 I NTEREST FROM 07/01/06 TO 09/01/06 AT 6.250% $1,421.14 RECORDI

NG F EE $32.00 TOTAL SECURED BY MORTGAG E $133,481.25 FAX / STATEMENT FE E $50.00
I t also listed a per die m interest pay ment of $22.9216.
Ad ditionally , the Pay off Statement included sever al direc tions to the u s er
. First, it provided the following notice, “I MPORTANT: PL EASE REFER TO THE REVERSE S I DE OF THI S STATEMENT FOR I MPORTANT I NFO RMATI ON. THI S PAYOFF AMOUNT I S GOOD THROUG H THE DA TE SHOWN ABO VE AND MAY C HANGE DUE TO ANY ACCOUNT ACTI VI TY. PL EASE CAL L 1–800–283–7918 TO C ONFI RM THE AMOUNT PRI OR TO SENDI NG PAYOFF .” The reve rse side of the Pay off Statement then incl u d es s ever al statemen t s
. I t states that “[i] ntere st will continue to acc rue until the date [C iti] rec eives y our pay off funds.” I t also provides, “The payoff statement is calc ulated to the Next I n t er es t Du e Date to avoid any interest shortfall.” Finally , it states that a

2No. 11-3431

W illiams v. Cit iMortgage, Inc

. “re fund will be sent to the customer' s addre ss, within 30 cale ndar day s afte r pay off, for a ny rema ining e scrow f

unds and/or additional payoff amount.”
Plaintiff’s ref

inancing transac tion closed on J uly 31, 2006. Def endant rec eived a disbursement from that closing on August 7, 2006 in the amount of $133,531.25. Approxim ately 30 day s later, Def endant mail ed P l ai n tiff a chec k labeled “re fund of escr ow” that i n cluded the excess escr ow money ($1,087.44) as well as the a

mount of interest Plaintiff overpa id in the disbursement (about $600)

. [] In her Complaint, Plaintiff asser ts six counts ag ainst Def

endant primarily based on the allegations that Def endant had a “prac tice of overstating the amount d u e on its pay off statements” and, as a result, Plaintiff “conf err ed a benef

it upon [Defenda

nt] by paying interest and fees i n excess of the amounts owed.” The six counts are : unjust enric hment (Count I ), brea ch of contra ct (Count I I ), brea ch of contra ct under
a third party benef

iciary theory (Count I I I ), fra ud (Count I V), violations of the Ohio consumer protec tion statutes (Count V ), and violations of the Truth I n L ending Act (Count VI ).
W illiams v. Citi

Mortgage, Inc. , No. 2:08-CV-368, 2011 WL 1303257, at *1-2 (S.D. Ohio Mar. 31, 2011) (unpublished) ( citations to the rec ord omitted).
II
Citi Mortg ag e filed a motion to dismiss under Fe d. R. Civ. P. 12(b)( 6), arguing that expli cit
disclosures in its J uly

31, 2006 mortg ag e-loa

n Pay off Statement (which Wil liams a ppended to her complaint) contra dicted the entire p r e d ic a te o f Wi ll ia

ms ’ s c la im s

– th at Citi Mortg ag e misrepre sented the pay off a

mount and induced or misled her to pay more than the amount due. The district court
dismiss ed Willi ams’s cla ims with prejudice, and de nied leave to amend.
This court revie ws de novo the g rant of a Rule 12(b)( 6) motion. Savoie v. Martin , 673 F.3d 488, 492 (6th Cir. 2012). I n ruling on a Rule 12(b)( 6) motion, a court “may consider the Complaint
and any exhibi ts attache d there to, public rec ords, items appea ring i n the rec ord of the case and
exhibi ts a ttached to de fenda

nt’s motion to dismiss so long a s they are ref err ed to in the Complaint
3No. 11-3431

W illiams v. Cit iMortgage, Inc

. and are centr al to the claims contained there in.” Bassett v. Nat’l Collegiate Athletic Ass’n , 528 F.3d 426, 430 (6th Cir. 2008) (c iting Amini v. Obe rlin Col l. , 259 F.3d 493, 502 ( 6th Cir. 2001)).
A
Wil liams argues that the district court err ed in fi n d i ng that the lang uag e of the Pay off
Statement 1) was not f

raudule nt or misleading as a matter of law, and 2) square ly contra dicted her
claims that Citi Mortg ag e require d her to pa y excessive interest and improperly require d her to pa y

a $50 fax/statement fee in order to pay off her loan. She also asser ts that the district court’s relianc e

on Larson v. Citi

Mortgage, In c. , No

. 0 8 C 5178, 2009 WL 528690 (N.D. I ll. Fe b. 25, 2009) (unpublished), was err o n eous beca use 1) Larson ’s holding is limit ed to FHA loans rathe r than
conventional loans such as at i s s u e h ere , and 2) applicable prec edent holds that the determination
whether repr esentations are misleading or fr audulent is g ener ally a question of f

act.
B
To state a c laim for common-la w fra ud under O hio law, a plaintiff must alleg e: (1) a repr esentation or, where there is a duty to discl o s e, concea lment of a fac t, (2) which is materia l to the transac tion at hand, (3) made falsely , with knowledg e of its falsity , or with suc h utter disreg ard and rec klessness as to whether it is t rue or false that knowledg e may be inferr ed, (4) with the intent of misleading another into rely ing upon it, (5) justifiable relianc e upon the repr esenta tion or conce alment, and (6) a resulting injury

proxi mately

cause d by

the re liance.
Citi Mortgage, Inc. v. Hoge , 962 N.E.2d 327, 333 (Ohio C t. App. 2011) (int er nal quot ation marks and citation omitted).
C
The district cour

t’s opinion states in pertinent part:

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W illiams v. Cit iMortgage, Inc

. [] Def endant relies on Larson v. Citi Mortgage, Inc. , a case factually simil ar to the case sub judice, in which the court g rante d the defe ndant’s motion to dismiss all of plaintiffs’ claims with prejudice b ec au s e t he clea r and unambig uous text of the pay ment statement contra dicted the fac tual predic ate of the plaintiffs’ claims. Case No. 08 C 5178, 2009 WL 528690 (N.D. I ll. Fe b. 25, 2009) (L einenw eb er , J .). I n Larson , the plaintiffs Eric and Codi L arson owned a condominium with a mortg ag e held by the defe ndant Citi Mortg ag e, I nc. and insured by the Fa ir Housing Administration. Ci ti M o r

tg a g e p r o v id e d L a

r s o n a pay off statement in connec tion with the mortg ag e. The pay off statement stated that it was g ood throug h J uly 1, 2008, and liste d the “total to pay loan in full” as $96,160.02. I t also included an itemiz ed accou n t i ng of t hat figure including, (1) the principal balance as of May 1, 2008, in the amount of $95,161.20; (2) interest from May 1, 2008 to J uly 1, 2008 at 5.500%, in the amount of $872.32; (3) a n FHApremium, in the amount of $121.50; and ( 4)
a fax/statement fee , in the amount of $5.00. The reve rse side of the payoff statement included, int er al i a, instructions reg arding the calc ulation of interest, a telephone number to contac t the defe ndant for an update of the pay off amount, specific instructions the pay off o f FH A or non-F HA loans, and a statement that any overpa y ment would be ref

unded within thirty day s of the pay off. On May 29, 2008, the L arsons sold the condom i n i u m unit and closed their loan. The day afte r the closing , May 30 , 2 0 0 8, Citi Mortg ag e rec eived from the L arsons $96,160.02, the amount listed in the Pay off Statement c alculate d throug h J uly 1, 2008.
The L arsons then filed a class action law suit alleg ing Citi Mortg ag e char g ed excessive interest on FHA -insured and other mortg ag e loans, in violation of fede ral and state la

w. Plaintiffs broug ht claims on behalf of two classes of

borrowe rs who contra cted with Citi Mortg ag e: (1) all FHA loan borrowe rs; and (2) all mortg ag e loan borrowe rs. The L arsons claimed that by providing a Pay off Statement with a payoff amount “g ood throug h” J ul y 1 , 2008, Citi Mortg ag e require d them to pay excess interest when they clo s ed on the sale of their proper ty

. Although Citi Mortg ag e ultimately returne d the extra money , the L arsons claimed Citi mortg ag e g ain ed the benef it of having th e borrowe r’s money for an extra month. The L arsons claimed that those prac tices brea ched Citi Mortg ag e’s contra cts with borrowe rs (the mortg ag e and/or note) and violated multipl e st atutes. They asser ted fede ral and state law claims including brea ches of contra ct and third-par ty benef iciary contra ct, consumer fra ud, restitution, and violations of the I llinois I ntere st Act.
The court in Larson conside r e d th e p a y o f f statement attache d to the complaint when r uling on the motion to dismiss , and held that:
The Pay off Statement on its fac e clea rly contra dicts Plaintiffs’ claims that Def endant require d them to pay excessive interest in order to pay
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.

their m ortg ag e in full. The P ay off St atement was not a d em an d for pay ment for a specific amount due as of a chosen closing date, but instead was a quote for a pay off th at was “g ood throug h” J uly 1, 2008. I n the Pay off Statement, Def endant disclosed that $96,160.02
was the amount to pay of the loan in full “g ood throug h” J uly 1, 2008. The Pay off Statement did n o t l i s t a specific payoff amount due on Plaintiffs’ chosen closing date or any other da te, howeve r, i t clea rly disclosed the manner in which interest was to be calc ulated and paid in connec tion with the pay off of the loan.
The court went on to find that based o n t h e fac e of the complaint and the unambig uous text of the payoff statement, the plaintiffs failed to suf ficiently alleg e that Citi Mortg ag e “re quired t h em or any other borrowe rs to pay excess interest on their mortg ag es.” Id. at *4. The court g rante d the motion to dismiss in its entir[e]t y and dismissed all claims ag ainst Citi Mortg ag e with pre judice. Although the Court rec og nizes Larson is not binding prec edent, the Court finds it persua sive. See Fitzgerald v. Mallinckrodt, Inc. , 681 F. Supp. 404, 407 (E.D. Mich. 1987) (dec ision from a differ ent circ uit while not binding may be persua sive) (citations omitted). Notably , in its response to this authority , Plaintiff does not offe r any case with simil ar fac ts for the Court to compar e. The Court can find no su ch contra ry authority , or any authority for that matter with simil ar fac ts or alleg ations that offe rs any

merit to the claims adva

nced by Plaintiff.
The law is clea

r that the Court may consider the Pay off Statement, which was attache d to the Complaint as Ex hibit A, in deter mining whether dismiss al is proper
. “[W ]hen a written instrument c ontradicts alleg ations in the complaint to which it is attache d, the exhibi t trumps the alleg ations.” N. Indiana Gun & Outdoor Shows, Inc.
v. Cit y o f S

. Bend , 163 F.3d 449, 454 (7th Cir. 1998). See, generally, In re Nat’l Century Fin. Enter., Inc ., Inv. Liti g. , 604 F. Supp. 2d 1128, 1157 (S.D. Ohio 2009) (citing Faye tteville Inve

stors v. Commercial Builders, Inc. , 936 F.2d 1462, 1465 (4th Cir. 1991) ( “[I ]n the event of conflict betwee n the bare alleg ations of the complaint and any [attached] exhi bit ... the exhi bit pr evails.”) ); In re Livent, I nc. Noteholders Secs. Liti g. , 151 F. Supp. 2d 371, 405–06 (S.D.N.Y. 2001) (“[A] court need not fee l constraine d to acc ept as truth conflicting pleading s that make no sense, or that would rende r a claim incoher ent, or that are contra dicted either by statements in the complaint itself or by documents upon which its pleading s rely , or by fac ts of which the court may take judicial notice.”)

. “Indeed, if a fac tual asser tion in the pleading s is inconsistent with a document attache d for support, the Court is to acc ept the fac ts as stated in the attache d document,” see Nat’l Assoc. of Mi n o r i t y C o ntractors, Dayton Chapter v. Martinez , 248 F. Supp. 2d 679, 681 (S.D. Ohio 2002), and is “not
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. bound to acc ept as true a leg al conclusion couche d as a fac tual alleg ation.” Twombly , 550 U.S. at 555. . . .
The fac ts in Larson are near ly identical to the fac ts in this case and the Pay off Statements are virtually identical in their lang uag e. Plaintiff sug g ests that the Larson case is di s t i n gu ishable beca use the plaintiff paid off an FHA -loan, rathe r than a conventional loan like she had. She states that FHA -loans are g overne d by a distinct regulatory scheme and that an FHA -loan’s interest is not calc ulated on p er diem basis. Notably , howeve r, both the pay off statement in Larson an d t h e p ay off statement in this case include lang uag e re gar ding the pay off of conventional loans and FHA -loans. The Court fails t o s ee h o w the distinction betwee n an FHA or a conventional loan is a

distinction wit h merit.
As in Larson , the Pay off Statement in t h is case on its fac e square ly contra dicts Plaintiff’s claims that Def endant require d her to pay excessive interest in order t o p ay h er mortg ag e in full. The Pay off Statement was not a demand for pay ment at all, nor a demand for a specific pay ment due on a specific date. I nstead it was a quote for a pay off amount that was g ood throug h September 1 , 2006. The Pay off Statement states the per diem interest rate of 6.250% and the per day interest char g e of $22.9 2 1 6

. I t also disclosed the manner in which interest was to be calc ulated and paid in connec tion with the pay off of the loan, and informed Plaintiff that interest would acc rue until the date Def endant rec eived her pay off funds. I n case of overpa y ment, the Pay off Statement also stated that a ref und would be sent within thirty cale ndar da

y s after the pay off with any

rema ining e scrow f

unds.
I n addition, as in Larson , the Pay off Statement stated that the “payoff amount is g ood throug h [S eptember 1, 2006]

... and may chang e due to acc ount activity ” and sug g ested that b o rr ower s call a toll-free telephone number t o “conf irm the amount prior t o s ending pay off.” Plaintiff does not alleg e that she called this number to deter mine the exact amount of money due pursuant to the terms of the mortg ag e on her c hosen closingdate.
W illiams , 2011 WL 1303257, at *3-5 (c itations to t he re cord omitted).
1
Wil liams contends that any rea sonable consumer revie wing the Pay off S t at em en t would interpre t it as requiring pay ment of all sums listed in its most conspicuous portion – the box entitled “Pay off Amount Calculations.” Wil liams maintains that the Pay off Statement is “demonstra bly
7No. 11-3431

W illiams v. Cit iMortgage, Inc

. false” in that it “af

firmatively repr esents that the interest is due throug h September 1, 2006 and

– signific antly – that this interest is part of the “TOTA L SECURED BY [THE] MORTGAGE.” She

asser ts that the Pay off Statement unambig uously repr esente d that she was to pay all of these sums, including the additional impermissible unacc rued interest in order to pa y her loan in f

ull. Pl.’s B r.

at 27-30. Wil liams maintains that th e disclosures on the back of the Pay off Statement “do not mitigate the misrepre sentations made on the front

. . . on which bo rr o we rs would natura lly rely .”
Id. at 32. She also argues that “[n] ot ab ly absent from Citi Mortg ag e’s arg uments below and the
district court’s Opinion

. . . is an explanation as t o why , if Citi Mortg ag e did not seek to induce
borrowe rs t o pay the unaccrue d interest and the i mproper fee s, it did not not ify borrowe rs i n clea

r lang uag e that they need not do so. I t c ould ha ve simply prese nted the amount of principal due and
the per diem amount and instructed borrowe rs to calc ulat e t h e amount of additional interest that
would acc rue a s of the date of their pa y off.” Id. at 33.
Wil liams’s arguments sidestep the fac t that the front of the Pay off Statement conspicuously

states “Statement Date J uly 31, 2006,” and “Pay off Good Throug h September 1, 2006.” The front
of the Pay off Statement repe ats that “This pay off is g ood throug h the date shown,” i.e., September 1, 2006, and states “Please call 1-800-283- 7918 to confirm the amount prior to sending pay off.” The
front of the Pay off Statement also states: “Please ref er to t h e reve rse side of this statement for important informat i o n .” The reve rse side of the Pay off Statement provides, in a section entitled
“I mportant I nformation,” that “The pay off statement is c alculate d to the Next Interest Due Date to
avoid any interest shortfall.” The “I mportant I nformation” section also states: “The final pay off will
be calc ulated on a per

diem basis. Any

additional pay off amount will be ref unded afte r the pay off
8No. 11-3431

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. is proce ssed,” and “A ref

und will be sent to the customer’ s addre ss, within 30 cale ndars afte r pay off,
for a ny rema ining e scrow f

unds and/or any

additional pay off amount.”
Given these express disclosures, we uphold the district court’s deter mination that the Pay off
Statement square ly contra dicted Wil liams’s claims that Citi Mortgage fra udulently induced or require d her to pa

y excessive intere st.
2
Wil liams’s argument that Citi Mortg ag e improperly char g ed a $50 fax/statement fee for
rele asing the mortg ag e is also contra dicted by disclosures in the J uly 31, 2006 Pay off Statement. The
district court did not expressly addre ss the $50 fax/statement fee , but did so impliedly when it stated:
“Plaintiff’s claims are undermined by

. . . the plain lang uag e of the Pay off Statement attache d to the Complaint,” and conclude d: “the Complaint and the unambig uous text of the at tache d Pay off
Statement demonstrate that the Complaint i s insufficiently pleade d to alleg e that Def endant compelled Plaintiff to pay excess interest on her mortg ag e or made any misrepresentations as to the payoff amount of her mortgage .” W illiams , 2011 WL 1303257, at *3, 5 (e mphasis added)

. The $50 fa x /statement fee is one of the fig ures listed on the front of the Pay off Statement. The $50 fee is not included in the $133,481.25 “Total S ecur ed by Mortg ag e” fig ure, but rathe r, i s included in the $133,531.25 “Total To Pay L oan I n Full” on the front of the Pay off Statement. The

reve rse side of

the Pay off Statement state s under “ I mportant I nformation”: Servicing fee s are fee s incurre d by the mortg agor for service s rec eived, in c lu d in g b u

t n ot limit ed to: document copies, name chang e documents, verific ati o n s of mortg ag e, and fees associated with faxing these doc uments

.

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. That is, the Pay off Statement makes clea r that the $50 fax/statement fee is not secur ed by the
mortg ag e and repr esents an independe nt char g e imposed by Citi Mortg ag e for its service s. Wil liams’s argument that Citi Mortg ag e fra udulently induced or misled her into paying this fee in
order to pay off he r loan is thus contradic ted by the Pay off Statement.
The district court also did not expressly addre ss Wil liams’s alleg ation that no languag e in her
mortg ag e note pe rmitted Citi Mortg ag e to require her to pay the $50 fa x fee in order to pa y off he r mortg ag e loan. Howeve r, as discussed above, the P ay off Statement indica ted that the fa x fee was
not require d as a condition for rele asing the mortg age. I n any event, neither the note nor the
mortg ag e prec ludes the fa x s t atement fee

. Parag raph 5 of the note, entitled “L oan Charg es,” contemplates that char g es will be collecte d in connec tion with the loan, and para g raph 14 of the
mortg ag e contemplates loan char g es, which it limit s in two way s, neither of which is applicable here (fe es expressly prohibited by the Security I nstrument or applicable law, and lender may char g e fee
for r elea sing se curity

instrument only

if fee is paid to a third party and per mitted by law).
3
Wil liams also argues that the district court’s sole relianc e on Larson was err oneous and that applicable prec edents hold that the deter mination whether repr esenta tions ar e misleading or
fra udulent is ge nera lly

a question of f

act a nd not properly

resolved on a

motion to di smiss.
Un d er t he circumstance that Wil liams cited no authority with simil ar facts and the di strict

co u rt ’s s ea rch y ielded none, the di strict court properly looked t o Larson , which invol ved a near l y identical pay off statement and fac ts, and t h e s ame basic challeng e Wil liams prese nts – that
Citi Mortg ag e’s pay off statem en t s require d borrowe rs to pay excess interest, and that althoug h
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W illiams v. Cit iMortgage, Inc

. Citi Mortg ag e ultimately returne d the extra funds, it gai n ed t h e benef it of having the borrowe r’s

money for a month.
Wil liams ma intains tha

t Larson is distinguishable and inapposite beca use it involved FHA loans, and FHA lender s are entitled to c ollect interest throug h the entire month on an FHA insured loan, wher eas inter est on Wil liams’s loan ac crue d only as time passes. We disag ree
. The Larson plaintiffs broug ht claims on behalf of two classes of borrowe rs who contra cted
with Citi Mortg ag e – FHAloan borrowers and all mortg ag e loan borrowe rs. 2009 WL 528690, at
*2. Their complaint alleg ed that Citi Mortg ag e’s policy and prac tice is to char g e interest on FHA and
other loans until the first day of the month f ollowing the rec eipt of prepa y ment. I n any event, that

t h e L arsons’ loan was FHA -insured as opposed to a conventional loan is immaterial becaus e t h e
Larson plaintiffs, like Wil liams, initially overpa id interest and made the same a rg ument Wil liams
makes here – that Citi Mortg ag e’s pay off statement failed to disclose that the pay off amount due on the d ate that the borrowe r actua lly pay s off the loan is less than the amount due on the “g ood throug h” date set forth in the pa y off state ment. Id. at *2-3.
Wil liams is corr ect that the question whether particula r statements are fra

udulent or misleading is g ener ally one of fac t. Carpenter v. Schere r-Mountain Ins. Agenc y , 733 N.E.2d 1196,
1204-05 (Ohio Ct. App. 1999) (re versing g rant of summary judgme nt of intentional

m i s re p re s entation claim, observing that “[t] he ex istence of fra ud is g ener ally a question of fact”) ; Kungle v. Equitable Gen. Ins. Co. , 500 N.E.2d 343, 347 (Ohio Ct. App. 1985) (af firming trial court’s holding afte r bench trial th at fr aud claim ag ainst insurance ag ent failed wher e ag ent made no
repr esentations on which plaintiff could rely , observing that the exis tence of fra ud is an issue of fac t).

11No. 11-3431

W illiams v. Cit iMortgage, Inc

. Howeve r, the district court was not oblige d to acc ept as true the alleg ations in Wil liams’s complaint
in th e fa ce of the clea

r lang uag e in the Pay off Statement, and could proper ly conclude that
Citi Mortg ag e’s Pay off Statement was not fra ud u l en t o r m i s leading as a matter of law. See, e.g., Micrel, Inc. v. TRW

, Inc. , 486 F.3d 866, 874 (6th Cir. 2007) (apply ing Ohio law, upholding g rant of

summary judgme nt of fra

ud claim on g round that challeng ed repr esenta tions wer e not fra udulent as

a matter of law); Lynch v. Dial Fin. Co. of Ohio No. 1, Inc. , 656 N.E.2d 714, 720 (O h i o C t

. Ap p
. 1995) (r ejec ting plaintiffs’ arg ument that they prese nted a common-law fra ud claim and aff

irming

summary judgme nt on basis that fra ud alleg ations wer e groundle ss as a matter of la w wher e ther e

was no misrepre sentation or conce alment of mater i al fa ct nor relianc e there on). That the district
court did not expressly addre ss Wil liams’s argument that a jury should decide whether the P ay off
Statement was fra

udulent or misleading is of no conseque nce g iven that the clea r lang uag e of the Pay off Statement f

orec loses Wil liams’s fra

ud claim.
For the re asons stated, we AFF I RM.

12