Morgan Stanley 2014 Annual Report Download - page 49

successor-by-merger to Morgan Stanley Mortgage Capital Inc., and Greenpoint Mortgage Funding, Inc. The
complaint, filed in the Supreme Court of NY, asserts claims for breach of contract and alleges, among other
things, that the loans in the Trust, which had an original principal balance of approximately $650 million,
breached various representations and warranties. The complaint seeks, among other relief, specific performance
of the loan breach remedy procedures in the transaction documents, unspecified damages and interest. On
August 22, 2013, the Company a filed a motion to dismiss the complaint, which was granted in part and denied in
part on November 24, 2014.
On August 5, 2013, Landesbank Baden-Württemberg and two affiliates filed a complaint against the Company
and certain affiliates in the Supreme Court of NY, styled Landesbank Baden-Württemberg et al. v. Morgan
Stanley et al. The complaint alleges that defendants made material misrepresentations and omissions in the sale
to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential
mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company
to plaintiffs was approximately $50 million. The complaint alleges causes of action against the Company for,
among other things, common law fraud, fraudulent concealment, aiding and abetting fraud, negligent
misrepresentation, and rescission based upon mutual mistake, and seeks, among other things, rescission,
compensatory damages, and punitive damages. On October 4, 2013, defendants filed a motion to dismiss the
complaint.
On August 16, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co.
Incorporated, et al. filed a complaint against the Company and certain affiliates in the United States District
Court for the District of Kansas. The complaint alleges that defendants made untrue statements of material fact or
omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by
securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored,
underwritten and/or sold by the Company to plaintiffs was approximately $567 million. The complaint alleges
causes of action against the Company for violations of Section 11 and Section 12(a)(2) of the Securities Act of
1933, violations of the California Corporate Securities Law of 1968, and violations of the Kansas Blue Sky Law
and seeks, among other things, rescissionary and compensatory damages. On December 27, 2013, the court
granted the defendants’ motion to dismiss in substantial part. The surviving claims relate to one certificate
purchased by the plaintiff for approximately $17 million. On November 17, 2014, the plaintiff filed an amended
complaint. On December 15, 2014, defendants filed a motion to dismiss the amended complaint in part.
On August 26, 2013, a complaint was filed against the Company and certain affiliates in the Supreme Court of
NY, styled Phoenix Light SF Limited et al v. Morgan Stanley et al. The complaint alleges that defendants made
untrue statements and material omissions in the sale to plaintiffs, or their assignors, of certain mortgage pass-
through certificates backed by securitization trusts containing residential mortgage loans. The total amount of
certificates allegedly issued by the Company and/or sold to plaintiffs or their assignors by the Company was
approximately $344 million. The complaint raises common law claims of fraud, fraudulent inducement, aiding
and abetting fraud, negligent misrepresentation and rescission based on mutual mistake and seeks, among other
things, compensatory damages, punitive damages or alternatively rescission or rescissionary damages associated
with the purchase of such certificates. The defendants filed a motion to dismiss the complaint on December 13,
2013. On June 17, 2014, plaintiffs filed an amended complaint. By stipulation dated July 18, 2014, the parties
agreed that the Company’s previously filed motion to dismiss would be deemed to be directed at the amended
complaint.
On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co.
Inc., et al. filed a complaint against the Company and certain affiliates in the SDNY. The complaint alleges that
defendants made untrue statements of material fact or omitted to state material facts in the sale to plaintiffs of
certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans.
The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to plaintiffs was
approximately $417 million. The complaint alleges causes of action against the Company for violations of
Section 11 and Section 12(a)(2) of the Securities Act of 1933, violations of the Texas Securities Act, and
violations of the Illinois Securities Law of 1953 and seeks, among other things, rescissionary and compensatory
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