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SETTLEMENT AGRKEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as ofthis _th day of 

September, 2012) by, between, and among the Federal Deposit Insurance Corporation as 

Receiver for AmTrust Bank, Cleveland, Ohio C'FDIC~Rn), on the one hand; and Stewart Title of 

California, Inc. ("STCA"), on the other hand. (Individually, the FDIC·R and STCA may be 

referred to herein as a "Party," and collectively as the '<Parties"}. 

WHEREAS: 

Prior to December 4, 2009, AmTrus.t Bank, CLeveland, Ohio, previously knmvn as Ohi.o 

Savings Bank ("Bank'~), was a depository institution organized and exi~1ing under the laws of the 

United States. 

On December 4, 2009, the Office ofThrift Supervision closed the Bank and appoinred 

the Federal Deposit Insurance Corporation as.its receiver. Jn accordance with 12 U.S.C. § 

182l(d), the FDIC-R succeeded to all rights, titles, powers, and privileges ofthe Bank, including 

those with respect to its assets. 

On March 23,2008, Bank funded two mortgage loans to borrower John Corella in the 

collective amolUlt of $846~950 (the "Loan"} in connection with Corella's purchase ofa 

residential property located at 76-390 Clarke Court~ La Quinta, California (hereinafter the 

"Transaction''). STCA served as the closing agent in connection with the Transaction. 

A dispute has arisen between the Parties with respect to claims by the FDIC-R related to 

STCA's actions in performing closing services regarding the Transaction (hereinafter any and aU 

present and future claims by the FDIC-R against STCA in connection v.ith the Transaction are 

referred to as the "Claims"). On or about August 22,2011, the FDIC filed a lawsuit based upon 

the Claims in the United States District Court for the Central District of California> entitled 
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Federal Deposit Insurance Corporation as Receiver for AmTrnst Balik vs. Stewart Title of 

California, Jn.c., Case No. 2:11-cv-06902-DMG (PLA) (hereinafter the "Actionu). 

The Parties engaged in settlement negotiations as a result of the Claims and the Action. 

The Parties now deem it in their best interests to enter into this Agreement to ovoid the 

uncertainty, trouble, and expense oflitigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the suffi.ciency ofwhich consideration is hereby acknowledged, the 

undersigned Parties agree. each with the othert as follows: 

SECTION 1: Payment to FDIC-R. 

A. As an essential covenant and condition to this Agreement, "'~thin thirty {30) days 

following SICA's receipt ofthe FDIC-R's executed counterpart ofthis Agreement, STCA shall 

pay the FDIC-R the total sum ofOne Hundred Eighty-Fh'e Thousand Dollars ($185,000} (the 

"Settlement Paymenf~). The Settlement Payment shall be made by -vvire transfer made payable 

to ..Mortgage Reco\·ery Law Group Client Trust Account," A.ccount Number:L..I__····-········-········-········.....J. ..(b)(4) 

(b)(4). ......RoutingNumber:L-1·_········-·······-····_ .....1Reference: AmTrust!STCA Settlement. 

B. If the FDIC-R does not receive the Settlement Payment in full within the time· 

frame detennined by subparagraph A above ("Settlement Payment Due Date')). then the FDIC-R, 

i.n its sole discretion~ sha!J have the right to: 

L extend lhe period oftime for payment, including interest accruing from the 

Settlement Payment Due Date through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 6621 (b)(3); or 

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2. enforce this Agreement and, in such event, STCA agrees to jurisdiction in 

Federal Djstrict Court in California and to pay all of the FDIC-R's reasonable attorney's 

tees and costs expended in enforcing the terms ofthis Agreement; or 

3.. decJarc this A.greement null and void, move to vacate any dism.issaJ order, 

to which STCA agrees to consent, and institute an action on the FDIC-R~s claims, as to 

which STCA waives any and all objections and defenses and covenant and agree not to 

assert any objections and defenses; and/or 

4. seek any other relief available to it in law or equity. Any extension of 

time for delivery ofthe Settlement Payment shall not prejudice the FDIC-R's right to take 

other action or seek any relief during or after such period of extension, including the right 

to bring an action to enforce the Agreement, or declare the Agreement null and void. 

SECTION II: Releases. 

Each Party acknowledges that this Agreement applies to all claims for injuries. damages, 

or losses ofany type or naiure (whether those injuries, damages, or losses are known cr 

unknown, foreseen or unforeseen, patent or latent) which that Party may have against another 

Party arising from the Claims. 

A. The FDIC~R's Release. 

Upon .receipt of the Settlement Payment~ and except as provided in PARAGRAPH II.C,, 

the FDIC-R, for itself and its successors and .assigns, hereby reLeases ~d discharges STCA and 

its respective employees, officers. directors, representatives, heirs, executors, administrators~ 

successors and assigns, parents, subsi.d.ia:ries and affiliates, from any and ail claims, demands, 

contracts, obligations, damages, actions. and causes of action) direct or indirect. in law or in 

equity belonging to the FDIC-R, arising out of or relating to the Claims. FDIC-R further waives 

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the provisions ofCalifornia Civil Code section 1542 so that the releases provided for in this 

paragraph include any and all unknown claims, demands~ contracts, obligations~ damages, 

actions, and causes of action, direct or indirect. in law or in equity belonging to the FDIC-R> 

arising out ofor relating to the Claims. 

B. ST'CA's Release. 

Efiective simultaneously with the release in PARAGRAPH ILA. aboveJ STCA, on behalf 

ofitself, and its respective employees) officers, directors, representatives, heirs, executors, 

administrators, successors and assigns. hereby releases and discharges the FDIC·R. and its 

employees~ officers, directors, representatives, suqcessors and assigns, from any and all claims 

belonging to STCA, arising out of or relating to the Claims. 

C. ExceptiQP,S to Release bv FDIC~R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as ifthis Agreement had.11ot 

been executed, any claims or causes of action: 

a. against STCA or any other person or entity for liability, ifany, 

incurred as the maker, endorser or guarantor of any promissory note or indebtedness payable Ot' 

owed by them to FDIC-R) the Bank, other financial institutions, or any other person o.r entity, 

including v..ithout limitation any claims acqu1red by FDJG..R as successor-in-interest to the Bank 

or any person or entity other than Bank. 

b. against STCA or any other person or entity arising out ofany 

existing or failed financial institutions other than AmTrust Bank; 

c. against any person or entity not expressly released by the FDIC~R 

in this Agreement; or 

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d. Which are not expressly released in PARAGRAPH Jl.A. above. 

2. Notwithstanding any other provision of this Agreement, nothing herein 

limjts, waives, releases, diminishes or compromises thejurisdiction and authority ofthe Federal 

Deposit Insurance Corporation .in the exercise Qf its supervisory or regulatory authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition. civil 

penalties, restitution or other reliefit is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation of law, rule, or 

regulation. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement 

does nof waive any claims which could be brought by the United States through the Department 

ofJustice, the United States Attorney1

S Office for any federal judicial district. In addition, the 

FDTC-R specifically reserves the right to seek court ordered restitution pursuant to the relevant 

provisions ofthe Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq.) if appropriate. 

In addition, the FDIC-R specifically reserves the right to seek court ordered restitution pursuant 

to the relevant provisions ofthe Victim and Witness Protection Act, 18 U.S.C.§ 3663, et seq.• if 

appropriate. 

D. DismissaL 

Upon the FDIC-R's cmmsel's receipt ofthe entire Settlement Payment, the FDIC·R shall 

immediately f1le a stipulation tor dismissaJ of the District Court Action with prejudice, and each 

Party shaH bear their own costs and fees. STCA shall cooperate with the fDIC-R to accomplish 

such stipulation for dismissal. FDIC-R shall provide counsel fot STCA with a conformed copy 

ofthe dismissal as soon as possible. 

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SECTION III: InsoJvenl'Y. 

A. Insolvency. 

STCA wammts as to payments made by or on its behalfthat at the time ofsuch payment~ 

STCA is not insolvent nor will1he payment made by or on its behalf render it insolvent within 

the meaning and/or for the purposes ofthe United States Bankruptcy Code. Thjs warranty is 

made by STCA and not by its counsel. 

B. Preferences. 

In the event that the FDIC~R is required to return any portion ofthe Settlement Payment 

due to a final order by a court that the transfer ofthe Settlement Payment or any portion thereof 

constituted a preference) voidable preference, fraudulent transfer or similar transaction, ihen, in 

its sole discretion, rhe FDIC-R may, without waiver ofany other rights it may have in Jaw or 

equity, pursue any ofthe rights and .remedies set forth in paragraph I(B) above, and/or othenvise 

perrnitted by law. 

SECTlON IV: Termination. 

In. the event the FDIC~R exercises its right to declare this Agreemeni null and void as 

provided herein, then, for the purposes ofany statute of limitations or other time-based. defense 

to any of the claims of the FDIC-R~ the parties to this Agreement shal! be deemed to have 

reverted to their respective $tatus as of 5:00p.m. Pacific Time, August 28,2012. 

SECTION V: Notices. 

Any notices required hereunder shall be sent by registered. mail, first class. rch.u·n receipt 

requested, and may also be sent by email, to the following: 

lfto the FDlC·R: 

Michael Delbick 

Mortgage Recovery Law Group 

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700 North Brand Boulevard} Suite 830 

Glendale, California 91203 

(8 t8) 630-7900 

(b)(6) ... ·········~;;;;;;;;I;;;;;;;;;;··~-----------~ 

Jfto STCA: 

Skip Cunningham 


Cunningham & Treadwell 


Warner Center Towers 


21800 Oxnard Street, Suite 840 


Woodland Hills, CA 91367 


(b)(6)••••••••• ~m I 

SECTION VI: Other Matters. 

A. No Admission ofLiabiHtv. 

The undersigned Parties each acknowledge and agree that the matters S<-1. forth in this 

Agreement constitute the settlement and compromise ofdisputed claims and defenses, that this 

Agreement is not an admission or evidence of liability or infirmity by any of them regarding any 

claim or defense, and that the Agreement shall not be offered or received in evidence by or 

against any Party hereto, except to enforce its terms. 

B. Execution in Counterparts. 

This Agreement may be executed in counterparts by one or more of the Parties named 

herein and aH such counterparts v.'hen so executed shall together constitute the final Agreement, 

as ifone document had been signed by all Parties hereto; and each such counterpart, upon 

execution and delivery, shaU be deemed a compleie original, binding the Party or Parties 

subscrjbed thereto upon the execution by all Parties to this Agreement 

AJJ ofthe undersigned persons represent and warrant that they are a Party hereto or are 

authorized to sign tlus Agreement on behalfofthe respective Party, and that they have the full 

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power and authority to bind such.Party to each and every provision of this Agreement. This 

Agreement shall be binding upon and inure to the benefit of the undersigned Parties and their 

respective heirs, executors, administrators, representatives, attorneys, parents, subsidiaries, 

successors and assigns. 

D. Entire Agreement. 

This Agreement constitutes the entire agreement and understanding between and among 

the undersigned Parties concerning the matters set forth herein and supersedes any prior 

agreements ot understandings. No repres~ntations. warranties or inducements have been made to 

o:r relied on by any Party concerning this Agreement and its exhibits other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, rior may any ofits provisions be 

waived, except in ·v..Titing by the Party or Parties bound thereby, or by their respective authorized 

attorney(s) or other representative(s). 

F. Reasonable Cooperation. 

l. The undersigned Parties agree to cooperate in good faith to effectuate all 

the terms and conditions ofthis Agreement, including doing, or causing their agents and 

attorneys to do. whatever is reasonably necessary to etfectuate the signing, delivery, execution, 

filing, recording, and entry, ofany documents necessary to perform the terms ofthis Agreement. 

G. Choice of Law. 

This Agreement shall be interpreted, construed and enforced according to applicable 

federal law, or in its absence~ the internal laws ofthe State ofCalifornia, without regard to its 

conOicts of laws. 

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H. Advice of Counsel. 

Each Party hereby acknowledges ~hat he or it has consulted with and obtained the advice 

ofcounsel prior to executing this Agreement, and that this Agreement has been explained to that 

Party by his or its counseL 

J. Title and Captions. 

Ali section titles and captions contained in 1his Agreement are for convenience only and 

shall not affect the interpretation of this Agreement. 

K. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It !s 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

JN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Stelvart Title of California, Inc. 	 FDIC as Reteivtr for AmTrust 

Bankt Cleveland, Ohio 

(b)(6) 

By: 	l 	 I By: --............ 
 { i 0 t 


Name: 'J-f'f~~ ~V"~S!! ~ 1--t eJ{4J\O Name: 
 ~ 

< }

I 

Title: ~W\ v~(J;.~ 1=>~~ .. Title: 


Date: I 0 ~~ II z_., Date: _______.., 


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H. Advice ofCounsel. 


Each Party hereby acknowledges that he or it has consulted with and obtained the advice 


ofcounsel prior to executing this Agreement, and that this Agreement has been explained to that 

Parry by his or its counsel. 

J. Title and Cantions. 

All section titles and captions contained in this Agreement are for convenience only and 

shall not affect the interpretation ofthis Agreement 

K. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Stewart Title ofCalifornia, Inc. 

............................................................ •...........................................................(b.).(6)
 By: 	 By: 

Name:-------~··················-- Name: 	 S~W1v~ \ 5. l .....~..Jz.. " Title: Title: LouV\:SsJ.....____ 

Date: Date: )l fiS}Z-t>\1...­

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