RELI~ASK ANI> SETTL~:MENT AGREEMENT 

This Release and Settlement Agreement (the "Agreement") is effective as of the date of 

execution by the last of the parties defined below. This Aw·eement is entered into by and 

between Federal Deposit Insurance Corporation, as Receiver for Washington Mutual Bank 

("FDIC-R") and Commonwealth Land Title Insurance Company ("Commonwealth") 

(collectively, the "Parties") with respect to Federal Deposit Insurance Corporation, as receiver 

ji.Jr Washington ~Mutual Bank, v. Commonwealth Land Title Insurance Company, USDC Case 

No.: 12-cv-02247 JSM (TGW) (M.D. Fla.) for breach of contract and declaratory relief as 

described herein (the "Action"). 

RECITALS 

WHEREAS, Washington Mutual Bank ("WaMu") financed two real property purchase 

(b)(4),(b)(6) Jt:l:l.ll.~l:!:<::t.i.P.ns Jm: thcpropcr:tics ..... knownas ... l_ ... _____ ___.I Reunion, Florida and I -.... ~1;'.){4.)~(b)(6) 

(b)(4),(~).(~)-._I _____ _..IRcunion, Florida (the "Subject Transactions"); 

WIII~REAS, Commonwealth issued Closing Protection Letters to WaMu in connection 

with the Subject Transactions to be closed by Commonwealth's Issuing Agent, Reli Title, Inc. 

("Reli"); 

WHEREAS, on October 4, 2012, FDJC-R filed the Action based upon allegations of 

fraud or dishonesty by Reli, for which FDIC-R has alleged $1 ,200,000 in damages plus prejudgment interest; 

Release and Settlement Agreement: FDIC v. Commonwealth 

Page 1 of8 
WHEREAS, Commonwealth expressly denies any liability relating to the Action asserted 

by FDJC-R; and, 

WHEREAS, to avoid any further expense of litigation, the Parties, having pa11icipatcd in 

settlement negotiations, voluntarily enter into this Agreement. 

In consideration of the above, and for such other good and valuable consideration, the 

sum and sufti.ciency of which is hereby acknowledged and based on the mutual promises and 

conditions contained herein, the Parties agree as follows: 

1. Recitals. The above Recitals arc incorporated herein by reference and made a 

part of this Agreement. 

2. Settlement Payment to FDJC-R. As an essential covenant and condition to this 

Agreement, Commonvvealth agrees to pay FD!C-R the total sum of Six Hundred Fifty Thousand 

Dollars and Zero Cents ($650,000.00) (the "Settlement F'und\·") within thirty (30) days ailer the 

execution of this Agreement by each of the Parties, and receipt of a W-9 form from FD/C-R or 

its Counsel (the "Payment Deadline"). The Settlement Funds shall be delivered to FDIC-R by 

direct wire transfer pursuant to the wiring instructions to be provided by the FDJC-R. 

3. Dismissal of Action with Prejudice. In consideration of the payment of the 

SettlemenJ Funds described above, and the releases of liability described below, FDIC-R 

stipulates and agrees to the dismissal of the Action with prejudice, and FDIC-R shall, within 

seven (7) calendar days of receipt of the Settlement Fund\·, sign and submit a stipulation and 

proposed Order dismissing the Action with prejudice. 

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4. Mutual Limited Release. For and in consideration of the timely total payment of 

the Settlement Fund~ by Commonwealth, and in consideration of the terms and conditions of this 

Agreement, FD!C-R docs absolutely and unconditionally release Commonwealth, 

Commonwealth's officers, directors, shareholders, members, employees, owners, agents, 

affiliates, successors, fiduciaries, and assigns, jointly and severally, from any and all claims, 

demands, actions or causes of action, known or unknown, now existing or hereafter acquired, 

and whether or not asserted in the Action, which FDJC-R has, claims to have, or may hereafter 

acquire against Commonwealth arising out of the Su~ject Transactions and/or the facts and 

circumstances alleged in the Action. 

For and in consideration of the te1ms and conditions of this Agreement, Commonwealth 

docs absolutely and unconditionally release FJJIC-R and FDIC-R 's officers, directors, 

shareholders, members, employees, owners, agents, affiliates, successors, fiduciaries, and 

assigns, jointly and severally, from any and all claims, demands, actions or causes of action, 

known or unknown, now existing or hereafter acquired, and whether or not asse1ted in the 

Action, which Commonwealth had, has, claims to have, or may hereafter acquire against FDIC-R 

arising out of the Su~ject Transactions and/or the facts and circumstances alleged in the Action. 

ln the event that FDIC-R declares the Agreement null and void, the releases provided by 

the Parties under this provision shalllikcwise be null and void. 

5. Express Reservation from Releases by FDIC-R and Commollwealtll. 

Notwithstanding any other provision, by this Agreement, the Parties do not release, and 

expressly preserve fully and to the same extent as if the Agreement had not been executed, (a) 

Release and Settlement Agreement FDIC v. Commonwealth 

Page 3 of8 
any claims or causes of action that do not arise from or relate to the facts and circumstances 

alleged in the Action, or the defense of the same, or (b) any action taken by any other federal 

agency including but not limited to any claims which could he brought by the United States 

through either the Department of Justice or the United States Attorney's Office. In addition, 

FDIC-R specifically reserves the right to seck, and Commonwealth speciJically reserves the 

right, to the extent necessary or appropriate, to defend against, court ordered restitution pursuant 

to the relevant provisions of the Victim and Witness Protection Act, 18 U.S. C. § 3663, ct. seq., if 

appropriate. Notwithstanding any other provision, this Agreement does not purport to waive, or 

intend to waive (a) any claims against any person or entity not expressly released in this 

Agreement, or (b) any claims or causes of action against Reli or any other person or entity for 

liability, if any, incuned in connection with the Subject Transactions and/or as the maker, 

endorser or guarantor of any promissory note or indebtedness. 

6. No Assignment. The Parties hereto warrant that they have made no other 

assignment, transfer, conveyance, or other disposition of any claims, demands, causes of action, 

obligations, damages and/or liabilities arising out of the Subject Transactions or the Action, 

except for title and mortgage claims assigned to JPMorgan Chase Bank, NA, and that they arc 

fully entitled to give their full and complete release of all such claims and demands. 

7. Denial of Liability. This Agreement constitutes a compromtsc of disputed 

claims. This Agreement shall not constitute or be construed as an admission of any liability or 

Hmlt by any party hereto, all such liability being herein expressly denied. 'Ibis Agreement shall 

not be construed as an admission of the truth or cotTcetncss of any claim asserted by the Parties. 

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8. Assumption of Risk of Material Fact. The Parties expressly assume the risk of 

any mistake of fact, known or unknown, relating to any of the claims compromised by this 

A;veement. 

9. Attorney's 'Fees and Costs. Each party shall bear its own attorney's fees and 

costs with respect to the Action. Notwithstanding the foregoing, in any action or proceeding to 

enforce this Agreement, the prevailing party shall recover from the losing party all attorneys' 

fees, litigation expenses, and costs incurred in that effort, including any appeals. 

10. Amendment. This Agreement may not be amended or modified at any time 

except by any instrument in writing executed by all of the Parties. 

11. Execution. This A~reement may he executed in two or more counterpat1s, each 

of which shall be deemed an original, but all of which together shall constitute one in the same 

instrument. Additionally, signature pages delivered by facsimile or via electronic mail in 

portable document format (.pdf) shall be deemed originals. The Parties further agree that, 

without receiving further consideration, they will sign and deliver such documents and do 

anything else that is reasonably necessary in the future to make the provisions of this Agreement 

effective. 

12. Integrated Agreement. This Agreement sets forth the entire understanding 

between the Parties concerning the subject matter of this Agreement and incorporates all prior 

negotiations and understandings. There arc no covenants, promises, agreements, conditions or 

understandings, either oral or written, between them relating to the subject matter of this 

Agreement other than those set forth herein. 

Release and Settlement Agreement: FDIC v. Commonwealth 

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13. Governing Law. This Agreement shall be govemed by and construed in 

accordance with Florida law (excluding any conflict of laws rule or principle that might refer the 

governance or construction of this Agreement to the law of another jurisdiction). Nothing in this 

Agreement shall require any unlawful action or inaction by any party hereto. 

14. Severability. lf any portion of this Agreement is tound to be unenforceable> the 

Parties desire that all other portions that can be separated from the unenforceable portion or 

appropriately limited in scope shall remain fully valid and enforceable. 

15. Representation. No representation or warranty has been made by or on behalf of 

any party to this Agreement (or any ofiicer, director, employee or agent thereof) to induce any 

other party to enter into this Agreement or to abide by or consummate any transactions 

contemplated by any terms of this Agreement, except representations and walTanties, if any, 

expressly set forth herein. In entering into this Agreement, the Parties hereto represent that they 

have proceeded with the advice of an attorney of their own choice, that they have read the terms 

of this Agreement, that the terms of this Agreement have been completely read and explained to 

the Parties by their attorney, and that those terms are fully understood and voluntarily accepted 

by the Parties. 

16. Authority. Each person signing this Agreement on behalf of any entity wanants 

or represents that he or she has the full and complete authority to enter into this Agreement on 

behalf ofthat entity. 

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17. Titles and Captions. The section titles and captions contained in this Agreement 

are inserted only for convenience and reference and shall not be construed to define, limit, or 

extend the scope of this Agreement or the intent of any of its provisions. 

18. Venue. Jurisdiction for any action or proceeding to enforce the terms of this 

Agreement shall be in the United States District Court in and for the Middle District of Florida. 

Release and Settlement Agreement: FDIC v. Commonwealth 

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IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement 

as of the date indicated by each party's signature. 

Federal Dep~it Insura~~e Corporation, as 

Receiver fPt,cWasl,?itigton Ml!tual Hank· 

By: J ................................................................................................... , ...... 

Name: /\o.<oAJ 

Title: (c>v .J .S.e \ 

Date: Cj .. \ \ r- ~o \ 3 

Commonwealth Land Title Insurance Company 

By: 

Name: __________ _ 

Title: 

Date: 

Release and Settlement Agreement: FDIC v. Commonwealth 

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(b)(6) 
IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement 

as of the date indicated by each party's signature. 

Federal Deposit Insurance Corporation, as 

Receiver for Washington Mutual Bank 

By: 

Name: -----

Title: 

Oate: 

By: 

Name: Tar-A.-

Title: M~jw QlA1Ms Co\I\VIsel

7

/ VP 

Date: q I II I 20 I 3 

r 1 

Release and Settlement Agreement: FDIC v. Commonwealth 

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(b)(6)