                              UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                              No. 11-1259


DENNIS MCLEOD; BETTY MCLEOD; ANDY S. NEWMAN, on behalf of
themselves and others similarly situated,

                  Plaintiffs - Appellants,

          v.

PB INVESTMENT CORPORATION, a Delaware Corporation; M&T BANK
CORPORATION, a New York corporation and successor, by merger
to PB Investment Corporation,

                  Defendants - Appellees.



                              No. 11-1266


DAVID HUTCHISON; KATHERINE HUTCHISON,

                  Plaintiffs - Appellants,

          v.

SOVEREIGN BANK,

                  Defendant - Appellee.



                              No. 11-1270


CHARLES HEBB; CHARLENE HEBB,

                  Plaintiffs - Appellants,

          v.
HOMEQ SERVICING CORPORATION, f/k/a TMS Mortgage,

                Defendant – Appellee,

          and

FIRSTPLUS HOME LOAN TRUST 1996-2; FIRSTPLUS HOME LOAN OWNER
TRUST 1996-3; FIRSTPLUS HOME LOAN OWNER LOAN TRUST 1996-4;
FIRSTPLUS HOME LOAN OWNER TRUST 1997-1; FIRSTPLUS HOME LOAN
OWNER TRUST 1997-2; FIRSTPLUS HOME LOAN OWNER TRUST 1997-3;
FIRSTPLUS HOME LOAN OWNER TRUST 1997-4; FIRSTPLUS HOME LOAN
OWNER TRUST 1998-1; FIRSTPLUS HOME LOAN OWNER TRUST 1998-2;
FIRSTPLUS HOME LOAN OWNER TRUST 1998-3; FIRSTPLUS HOME LOAN
OWNER TRUST 1998-4; FIRSTPLUS HOME LOAN OWNER TRUST 1998-5;
GERMAN AMERICAN CAPITAL CORPORATION; UBS WARBURG REAL ESTATE
SECURITIES, INCORPORATED; ACE SECURITIES CORPORATE HOME LOAN
TRUST 1999 A; SOVEREIGN BANK, a United States Savings Bank;
REAL TIME RESOLUTIONS, INCORPORATED; U. S. BANK NATIONAL
ASSOCIATION, ND, a National Bank; GRMT MORTGAGE LOAN TRUST
2001-1, a Trust organized under the laws of New York; THE
CORNERSTONE   FINANCIAL  GROUP,   INCORPORATED,   a  Colorado
corporation; EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-1, a
Delaware business trust; EMPIRE FUNDING HOME LOAN OWNER
TRUST 1997-2, a Delaware business trust; EMPIRE FUNDING HOME
LOAN OWNER TRUST 1997-3, a Delaware business trust; EMPIRE
FUNDING HOME LOAN OWNER TRUST 1997-4, a Delaware business
trust; EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-1, a
Delaware business trust; EMPIRE FUNDING HOME LOAN OWNER
TRUST 1998-2, a Delaware business trust; EMPIRE FUNDING HOME
LOAN OWNER TRUST 1998-3, a Delaware business trust; EMPIRE
FUNDING HOME LOAN OWNER TRUST 1999-1, a Delaware business
trust; PB INVESTMENT CORPORATION, a Delaware Corporation; PB
REIT   INCORPORATED,   a  Delaware   Corporation;   CITYSCAPE
CORPORATION, a New York Corporation; MASTER FINANCIAL,
INCORPORATED; GMAC RESIDENTIAL FUNDING CORPORATION; IMC
MORTGAGE COMPANY, a Florida Corporation; LIFE SAVINGS BANK,
a California Corporation; PREMIER FINANCIAL CORPORATION,
n/k/a Maximus Financial Corporation,

                Defendants.




                                 2
                           No. 11-1276


EMANUEL PHILLIPS; GERALDINE PHILLIPS,

               Plaintiffs - Appellants,

          v.

RESIDENTIAL FUNDING COMPANY, LLC, f/k/a Residential Funding
Corporation; THE BANK OF NEW YORK MELLON, f/k/a The Bank of
New York Trust Company; JP MORGAN CHASE BANK, N.A., f/k/a JP
Morgan Chase Bank, f/k/a The Chase Manhattan Bank, successor
by merger to The Chase Manhattan Bank, N.A.,

               Defendants - Appellees.



                           No. 11-1277


WILLIAM F. RODWELL; SHARON L. RODWELL,

               Plaintiffs - Appellants,

          v.

PSB LENDING CORPORATION; WELLS FARGO BANK MINNESOTA, N.A.,
as Indenture Trustees for HOME LOAN TRUST 2001-HLV2, SERIES
2001 HLV2; UNITED STATES BANK NATIONAL ASSOCIATION, as
trustee   for   the   C-BASS  MORTGAGE  LOAN   ASSET-BACKED
CERTIFICATES, SERIES 2006-SL1; LITTON LOAN SERVICING, LP;
WELLS FARGO BANK, N.A.,

               Defendants - Appellees.



                           No. 11-1281


LYNN A. FULMORE,

               Plaintiff - Appellant,

                                3
            v.

SOVEREIGN BANK, a U.S. Savings Bank,

                  Defendant - Appellee.



                               No. 11-1284


EDWIN RUBLE,

                  Plaintiff - Appellant,

            v.

BANC ONE FINANCIAL SERVICES, INCORPORATED,

                  Defendant – Appellee,

            and

THE MORTGAGE CONSULTANTS INCORPORATED,

                  Defendant.



                               No. 11-1289


JUDITH J. MOFFITT,

                  Plaintiff - Appellant,

            v.

JP MORGAN    CHASE BANK,   N.A.;   RESIDENTIAL   FUNDING   COMPANY,
LLC,

                  Defendants – Appellees,

            and



                                    4
MASTER FINANCIAL, INCORPORATED; GMAC RESIDENTIAL FUNDING
CORPORATION; BALTIMORE AMERICAN MORTGAGE CORPORATION,

               Defendants.



                             No. 11-1291


In re: DONNA RENEE TIPTON,

               Debtor.

--------------------

JP MORGAN CHASE BANK, N.A.; RESIDENTIAL FUNDING COMPANY,
LLC, f/k/a Residential Funding Corporation,

               Plaintiffs - Appellees,

BALTIMORE AMERICAN MORTGAGE CORPORATION,

               Defendant,

          v.

DONNA RENEE TIPTON,

               Defendant – Appellant,

ROGER SCHLOSSBERG,

               Trustee.



                             No. 11-1292


In re: MCLAREN BREWSTER; VANTA OTHELLA BREWSTER,

               Debtors.

--------------------

MCLAREN BREWSTER; VANTA OTHELLA BREWSTER,

                                  5
                  Plaintiffs - Appellants,

GEORGE W. LIEBMANN,

                  Trustee - Appellant,

          v.

FAIRBANKS CAPITAL CORPORATION; PB INVESTMENT CORPORATION,

                  Defendants – Appellees,

          and

SELECT PORTFOLIO SERVICING,       INCORPORATED,   f/k/a   Fairbanks
Capital Corporation,

                  Defendant.



                               No. 11-1295


THOMAS A. GEPHARDT; MICHELLE L. GEPHARDT,

                  Plaintiffs - Appellants,

          v.

SOVEREIGN BANK,

                  Defendant – Appellee,

          and

THE MORTGAGE CONSULTANTS INCORPORATED,

                  Defendant.




                                    6
                             No. 11-1297


LINDA OREM,

                Plaintiff - Appellant,

          v.

BANK OF AMERICA CORPORATION, as successor in interest to
MBNA America Bank (Delaware), N.A.; MORTGAGE ELECTRONIC
REGISTRATION  SYSTEM,   INCORPORATED;  HOUSEHOLD  FINANCE
CORPORATION,

                Defendants – Appellees,

          and

PACIFIC SHORE FUNDING INCORPORATED,

                Defendant.



                             No. 11-1299


JAMES E. MITCHELL, SR.; BRENDA L. MITCHELL; KATHY T. CARY,

                Plaintiffs - Appellants,

MARIE O. FELDER, individually and on behalf of all others
similarly situated,

                Plaintiff,

          v.

PSB LENDING CORPORATION; PSB LENDING HOME LOAN OWNER TRUST
1997-4,

                Defendants – Appellees,

          and


                                  7
CALIFORNIA LENDING GROUP, INCORPORATED, d/b/a United Lending
Group; WACHOVIA BANK NATIONAL ASSOCIATION, as successor by
merger to FIRST UNION NATIONAL BANK; BAYVIEW LOAN SERVICING,
LLC,

                Defendants.



                              No. 11-1304


DEREK MOHRE; CHRISTINE MOHRE; LINDA FLOYD; SHERI C. PARKER,
individually and on behalf of others similarly situated,

                Plaintiffs - Appellants,

          v.

HOUSEHOLD FINANCE CORPORATION; BANK OF AMERICA CORPORATION,
as successor in interest to MBNA AMERICA BANK (DELAWARE),
N.A.; MORTGAGE ELECTRONIC REGISTRATION SYSTEM, INCORPORATED,

                Defendants – Appellees,

          and

HOMEQ SERVICING CORPORATION; BANC ONE FINANCIAL SERVICES,
INCORPORATED; AMAXIMIS LENDING, LP; PACIFIC SHORE FUNDING;
BALTIMORE AMERICAN MORTGAGE CORPORATION,

                Defendants.



                              No. 11-1308


In re: SHELDON JOHNSON,

                Debtor.

--------------------




                                   8
RESIDENTIAL FUNDING    COMPANY,   LLC;     DEUTSCHE   BANK   TRUST
COMPANY AMERICAS,

                Plaintiffs - Appellees,

          v.

SHELDON JOHNSON,

                Defendant – Appellant,

          and

BALTIMORE AMERICAN MORTGAGE CORPORATION,

                Defendant.



                             No. 11-1316


DENNIS C. TROJANOWSKI; PEGGY L. TROJANOWSKI,

                Plaintiffs - Appellants,

          v.

FIFTH THIRD BANK, INCORPORATED,

                Defendant – Appellee,

          and

SOVEREIGN BANK; UNITED MORTGAGEE, INCORPORATED; FIRSTPLUS
HOME LOAN TRUST 1996-2; FIRSTPLUS HOME LOAN OWNER TRUST
1996-3; FIRSTPLUS HOME LOAN OWNER LOAN TRUST 1996-4;
FIRSTPLUS HOME LOAN OWNER TRUST 1997-1; FIRSTPLUS HOME LOAN
OWNER TRUST 1997-2; FIRSTPLUS HOME LOAN OWNER TRUST 1997-3;
FIRSTPLUS HOME LOAN OWNER TRUST 1997-4; FIRSTPLUS HOME LOAN
OWNER TRUST 1998-1; FIRSTPLUS HOME LOAN OWNER TRUST 1998-2;
FIRSTPLUS HOME LOAN OWNER TRUST 1998-3; FIRSTPLUS HOME LOAN
OWNER TRUST 1998-4; FIRSTPLUS HOME LOAN OWNER TRUST 1998-5;
UBS WARBURG REAL ESTATE SECURITIES, INCORPORATED; ACE
SECURITIES CORPORATE HOME LOAN TRUST; REAL TIME RESOLUTIONS,
INCORPORATED; U. S. BANK NATIONAL ASSOCIATION, ND, a
National Bank; AMAXIMIS LENDING, LP, a Texas Limited

                                  9
Partnership; GRMT MORTGAGE LOAN TRUST 2001-1,         a Trust
organized under the laws of New York; GERMAN          AMERICAN
CAPITAL CORPORATION,

                Defendants.



Appeals from the United States District Court for the District
of Maryland, at Baltimore.    J. Frederick Motz, Senior District
Judge.    (1:09-cv-03218-JFM; 1:10-cv-00082-JFM; 1:09-cv-02334-
JFM; 1:10-cv-00252-JFM; 1:09-cv-02202-JFM; 1:09-cv-02028-JFM;
1:09-cv-02056-JFM; 1:09-cv-02029-JFM; 8:11-cv-00055-JFM; 1:10-
cv-01434-JFM;   1:10-cv-01537-JFM;  1:10-cv-01177-JFM;  1:09-cv-
02287-JFM; 1:09-cv-02246-JFM; 1:10-cv-02769-JFM; 1:09-cv-02588-
JFM)


Argued:   January 25, 2012               Decided:   August 1, 2012


Before WILKINSON, NIEMEYER, and SHEDD, Circuit Judges.


Affirmed by unpublished opinion. Judge Shedd wrote the opinion,
in which Judge Wilkinson and Judge Niemeyer joined.


ARGUED: Edwin David Hoskins, LAW OFFICE OF E. DAVID HOSKINS,
LLC, Baltimore, Maryland, for Appellants.         Gerard J. Gaeng,
ROSENBERG, MARTIN & GREENBERG, LLP, Baltimore, Maryland; James
Christopher Martin, REED SMITH, LLP, Pittsburgh, Pennsylvania,
for Appellees.    ON BRIEF: Daniel O. Myers, THE LAW OFFICES OF
DANIEL O. MYERS, LLC, Mt. Pleasant, South Carolina, for
Appellants. John M. McIntyre, Colin E. Wrabley, David J. Bird,
REED   SMITH,   LLP,  Pittsburgh,    Pennsylvania,   for   Appellees
Sovereign Bank, Residential Funding Company, LLC, Deutsche Bank
Trust Co. Americas, Bank of New York Mellon, and JP Morgan Chase
Bank, N.A.; James D. Mathias, Anthony P. Ashton, DLA PIPER LLP
(US),   Baltimore,   Maryland,   for    Appellees    PB  Investment
Corporation and M&T Bank Corporation; Gregory L. Lockwood,
TREANOR, POPE & HUGHES, Towson, Maryland, for Appellee Homeq
Servicing Corporation; Daniel J. Tobin, BALLARD SPAHR, LLP,
Bethesda, Maryland, for Appellees Wells Fargo Bank Minnesota,
N.A., United States Bank National Association, Litton Loan
Servicing, LP, and Wells Fargo Bank, N.A.; Brian L. Moffet,
GORDON,   FEINBLATT,   ROTHMAN,   HOFFBERGER   &   HOLLANDER,   LLC,

                                10
Baltimore, Maryland, for Appellees PSB Lending Corporation and
PSB Lending Home Loan Owner Trust 1997-4; Daniel H. Squire,
Reginald B. McKnight, WILMER CUTLER PICKERING HALE AND DORR,
LLP,   Washington,   D.C.,   for  Appellees  Mortgage   Electronic
Registration   System,    Incorporated,  and   Household   Finance
Corporation; Jefferson V. Wright, E. Hutchinson Robbins, Jr.,
Scott R. Wilson, MILES & STOCKBRIDGE, PC, Baltimore, Maryland,
for Appellee Bank of America Corporation; LeAnn Pedersen Pope,
Victoria R. Collado, Andrew LeMar, BURKE, WARREN, MACKAY &
SERRITELLA, PC, Chicago, Illinois, for JP Morgan Chase Bank,
N.A. and Banc One Financial Services, Incorporated; Edward J.
Longosz, II, Daniel A. Glass, ECKERT SEAMANS CHERIN & MELLOTT,
LLC, Washington, D.C., Dorothy A. Davis, ECKERT SEAMANS CHERIN &
MELLOTT, LLC, Pittsburgh, Pennsylvania, for Appellee Fairbanks
Capital Corporation.


Unpublished opinions are not binding precedent in this circuit.




                               11
SHEDD, Circuit Judge:

      In these consolidated appeals, 1 a group of homeowners who

obtained second mortgages on their homes challenge the district

court’s dismissal of their claims seeking damages from various

financial institutions for alleged violations of Maryland law in

connection    with   those    loans.    For    the   following    reasons,   we

affirm.


                                        I
                                        A
      The cases that form these consolidated appeals arise from a

host of complaints filed against several different defendants,

but   the    underlying      facts     and    allegations   are    relatively

straightforward and nearly identical. Between September 1996 and

August 2000, the individual plaintiffs and class representatives

      1
        During   the   pendency  of   these  appeals,  defendant
Residential Funding Company, LLC, f/k/a Residential Funding
Corporation filed a voluntary petition for bankruptcy under 11
U.S.C. § 101, et seq., in the United States Bankruptcy Court for
the Southern District of New York. Pursuant to 11 U.S.C.
§ 362(a)(1), the filing of such a petition operates as an
automatic stay of any judicial proceeding against Residential
Funding Company, LLC, including appellate proceedings. See In re
Convention Masters, Inc., 46 B.R. 339, 342 (Bankr. D. Md. 1985).
Accordingly, the following appeals are automatically stayed as
to defendant Residential Funding Company, LLC: Emanuel Phillips
v. Residential Funding Co. (No. 11-1276); Judith Moffitt v. JP
Morgan Chase Bank, N.A. (No. 11-1289); Donna Tipton v. JP Morgan
Chase Bank, N.A. (No. 11-1291); and Residential Funding Co. v.
Sheldon Johnson (No. 11-1308). However, these appeals are not
stayed as to the non-bankrupt co-defendants. See A.H. Robins Co.
v. Piccinin, 788 F.2d 994, 999 (4th Cir. 1986).



                                       12
(collectively, the “plaintiffs”) all obtained second mortgages

secured by real property in Maryland. In connection with each of

these     mortgages,         the     lenders        that      originated      the   loans

(collectively, the “originating lenders”) received a promissory

note and were named the beneficiary of a secondary mortgage deed

of trust to secure the loan. The originating lenders charged

closing costs and fees in connection with each plaintiff’s loan.

Subsequently, each originating lender assigned each plaintiff’s

loan     to    another          financial     institution          (collectively,      the

“assignees”), often immediately after the loan was closed. After

obtaining ownership of the loan, each assignee serviced the loan

by     continuing       to      collect     interest        and    other     charges   in

connection with the loan until it was assigned again or repaid

by   each     plaintiff.        Because     the     originating      lenders    held   the

loans for only a short time before assigning them, they rarely

collected any interest on the loans.

                                              B

       Although      the     facts    are     straightforward,         the     procedural

history of these appeals is more complicated. Between 2001 and

2003, more than forty individual and class action lawsuits were

filed    in    the    Circuit        Court     for     Baltimore      City,    Maryland,

asserting      claims      in    connection        with    these   secondary     mortgage

loans. In particular, the plaintiffs in these actions alleged

that    each    originating          lender        violated    Maryland’s       Secondary

                                              13
Mortgage Loan Law (“SMLL”) at the time the loans were made by

charging fees and closing costs in excess of the maximum amounts

permitted by the SMLL. In addition, the lawsuits alleged that

the originating lenders had failed to provide the plaintiffs

with the mandatory disclosure forms required by the SMLL. In

these     lawsuits,       the     plaintiffs         sought        damages       from       the

originating       lenders,      the    assignees,          and    certain       third-party

servicers of the loans (collectively, the “defendants”).

     Eventually,       a     number     of        these    cases     were       voluntarily

dismissed    as    part    of   four    class       action       settlements,         and    the

Maryland Circuit Court then dismissed the remaining complaints,

finding that the claims for violation of the SMLL were barred by

a three-year statute of limitations. The Court of Appeals of

Maryland     subsequently         reversed        the     Maryland       Circuit       Court,

holding    that    claims       brought      under        the    SMLL    are     an    “other

specialty” subject to a twelve-year statute of limitations. See

Master Fin., Inc. v. Crowder, 972 A.2d 864 (Md. 2009).

     After the Crowder decision, the plaintiffs amended their

complaints in several of the cases and also filed additional new

state court actions against the defendants. On remand to the

Maryland Circuit Court, the defendants removed all of the cases

to the federal district court, where they were consolidated. The

defendants    then    moved       to   dismiss       the        complaints      under       Rule

12(b)(6),    arguing       that    there      was    no     legal       basis    to    assert

                                             14
derivative liability against the assignees and loan servicers

for the originating lenders’ alleged SMLL violations. After an

initial hearing, the district court granted the plaintiffs leave

to amend their complaints to further specify the grounds for

assignee liability. The defendants again moved to dismiss and,

after      a   second    hearing,    the       district     court     granted     the

defendants’ motions and entered judgment in their favor.

      The      plaintiffs   timely     appealed     the     dismissal     of     their

complaints, the denial of their motions for leave to amend, and

the denial of their motions to remand. We address each issue in

turn.

                                         II

      In each of the cases forming these consolidated appeals,

the       plaintiffs’    principal       complaint      has    been       that     the

originating      lenders    violated     the    SMLL   by   failing     to     provide

required disclosure forms and charging excessive fees for the

secondary mortgages obtained by the plaintiffs. However, many of

the   originating       lenders   have   dissolved     and    are   now      judgment

proof, and with one exception all of the loans that are the

subject of this appeal have been paid in full. 2 Thus, even though

the plaintiffs do not allege that the assignees were involved in

      2
       The only appeal involving a loan that has not been paid
off is Rodwell v. PSB Lending Corp., et al. (No. 11-1277). The
last scheduled payment under this loan is December 19, 2012.



                                         15
the   origination         of     their        loans    or     committed       any    of   the

complained-of SMLL violations, they contend the assignees are

derivatively liable for statutory penalties and treble damages

based solely on the originating lenders’ alleged violations. 3

      To   this     end,    the    plaintiffs          have    alleged    a    variety     of

evolving legal theories throughout the underlying litigation to

support     their       claims    against        the    assignees.       Our    review     is

limited to only two of those theories: 4 whether the assignees are

liable     for   the     originating          lenders’      alleged   SMLL      violations

either (1) by operation of Section 3-306 of the Maryland Uniform

Commercial       Code    (“UCC”),        or    (2)     by   operation     of    15    U.S.C.




      3
       The claims in this appeal are primarily against the
assignees; none of the claims is against any originating lender,
and only one appealed issue relates to defendants that merely
serviced a loan.
      4
       As the district court noted, “[a]t an earlier stage of
this litigation it appeared that plaintiffs were arguing that
the SMLL creates assignee liability. They no longer do so.”
Fulmore v. Premier Financial Corp., No. 09-2028, 2010 WL
4286362, at *2 (D. Md. Oct. 29, 2010). The plaintiffs
acknowledge as much in their briefs, see Opening Br. of
Appellants, at 25 (“[T]he SMLL, by itself, does not provide for
such derivative liability.”), and counsel acknowledged the same
during oral argument. In addition, the plaintiffs have abandoned
their claims that Maryland common law or Section 3-305 of the
Maryland UCC provide a basis for any derivative liability claims
against the assignees. See Edwards v. City of Goldsboro, 178
F.3d 231, 241 n.6 (4th Cir. 1999) (claims not raised in
appellant's opening brief are deemed abandoned).


                                               16
§ 1641(d)(1),     a   provision   of   the   federal   Home    Ownership   and

Equity Protection Act of 1994 (“HOEPA”). 5

     The district court dismissed both of these theories for

failure to state a claim under Fed. R. Civ. P. 12(b)(6). The

district court found that Section 3-306 6 of the Maryland UCC

applies    to   controversies     between    persons   who    have   competing

claims to an instrument or its proceeds, not to claims asserted

by a borrower against an assignee. Therefore, the district court

concluded that Section 3-306 does not authorize the plaintiffs

to assert a claim for affirmative relief against the assignees,
     5
       The Home Ownership and Equity Protection Act of 1994, Pub.
L. No. 103-325, §§ 151-58, 108 Stat. 2160, 2190-98 (codified as
amended in scattered sections of 15 U.S.C.), amended portions of
the Truth in Lending Act, 15 U.S.C. § 1601 et seq. (“TILA”). By
its terms, HOEPA seeks only to regulate a special class of loans
known as “high-cost mortgages.” 15 U.S.C. § 1602(aa); 12 C.F.R.
§ 226.32(a)(1)(i)-(ii). If a loan qualifies as a high-cost
mortgage, HOEPA requires the lender to comply with special
disclosure   requirements  and   prohibits  the   mortgages  from
containing certain potentially abusive terms. 15 U.S.C. § 1639.
Lenders who fail to comply with these HOEPA requirements may be
liable for penalties or damages, and the borrower has the right
to rescind the loan within a specified time period. Id. §§ 1635,
1640.
     6
         Section 3-306 provides:

     A person taking an instrument, other than a person
     having rights of a holder in due course, is subject to
     a claim of a property or possessory right in the
     instrument or its proceeds, including a claim to
     rescind a negotiation and to recover the instrument or
     its proceeds. A person having rights of a holder in
     due course takes free of the claim to the instrument.

Md. Code Ann., Com. Law, § 3-306.



                                       17
including         a    claim       based       on    the       originating        lenders’     alleged

violations            of     the       SMLL.        In     addition,        the     district    court

concluded         that       § 1641(d)(1),               which   renders      the     assignees    of

certain mortgages “subject to all claims and defenses . . . that

the consumer could assert against the creditor of the mortgage,” 7

does       not    create          an   affirmative             right   of    action     against     an

assignee         for       SMLL    claims       the       plaintiffs        could    have    asserted

against      the       originating          lenders.           Rather,      the     district    court

concluded that § 1641(d)(1) merely eliminates the holder in due

course defense for an assignee that is seeking to collect on a

high-cost mortgage.

                                                         III

       We review a district court's order granting a motion to

dismiss de novo, focusing only on the legal sufficiency of the

complaint, Giarratano v. Johnson, 521 F.3d 298, 302 (4th Cir.
       7
           HOEPA’s assignee liability provision provides in relevant
part:

       Any person who purchases or is otherwise assigned a
       [HOEPA] mortgage . . . shall be subject to all claims
       and defenses with respect to that mortgage that the
       consumer could assert against the creditor of the
       mortgage,    unless   the    purchaser   or   assignee
       demonstrates, by a preponderance of the evidence, that
       a reasonable person exercising ordinary due diligence,
       could not determine, based on the documentation
       required by [HOEPA], the itemization of the amount
       financed, and other disclosure of disbursements that
       the mortgage was a [high-cost mortgage].

15 U.S.C. § 1641(d)(1).



                                                         18
2008), and we will dismiss a complaint “if it does not allege

‘enough facts to state a claim to relief that is plausible on

its face,’” id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S.

544, 570 (2007)). The complaint must allege facts sufficient “to

raise a right to relief above the speculative level.” Twombly,

550 U.S. at 555. We may affirm the district court’s dismissal of

the    complaint       on    any     basis       fairly       supported      by   the   record,

Eisenberg v. Wachovia Bank, N.A., 301 F.3d 220, 222 (4th Cir.

2002), including “on different grounds than those employed by

the district court,” Shafer v. Preston Memorial Hosp. Corp., 107

F.3d 274, 275 n.1 (4th Cir. 1997).

       Applying      this     familiar       standard,          we   affirm       the   district

court’s         decision    to   dismiss         the    plaintiffs’         complaints        under

Rule       12(b)(6),       albeit    on    different          grounds.      On    appeal,      the

plaintiffs argue that the district court erred in concluding

that they failed to state a claim under Section 3-306 or 15

U.S.C.      §    1641(d)(1).        We    need    not     reach      this    issue,     however,

because         assuming    arguendo       that        Section    3-306      or   § 1641(d)(1)

does provide the plaintiffs with a cause of action in these

cases,       the    plaintiffs’          claims        here    are    time-barred        by    the

applicable statute of limitations. 8 See King v. Otasco, Inc., 861


       8
        Although the district court did not dismiss the
plaintiffs’ complaints on statue of limitations grounds, it did
indicate in a footnote that a “substantial limitations question”
(Continued)
                                                 19
F.2d 438, 441 (5th Cir. 1988) (“When a suit alleges several

distinct causes of action, even if they arise from a single

event, the applicable limitations period must be determined by

analyzing each cause of action separately.”).

     The Maryland UCC provides that an action “to enforce an

obligation, duty, or right arising under [Article 3] . . . must

be commenced within 3 years after the cause of action accrues.”

Md. Code Ann., Com. Law § 3-118(g)(iii). TILA and HOEPA provide

a one-year statute of limitations for affirmative actions for

damages. 15 U.S.C. § 1640(e) (“Any action under this section may

be brought in any United States district court, or in any other

court of competent jurisdiction, within one year from the date

of   the   occurrence    of     the    violation . . . .”);       Gilbert   v.

Residential    Funding   LLC,    678   F.3d   271,   278   (4th   Cir.   2012)

(noting same).

     According to the complaints in these cases, the alleged

violations - failure to provide mandatory loan disclosures and

charging excessive fees – occurred at the latest at the time of

the loan closing. However, it is undisputed that in all of these

consolidated   appeals   the     plaintiffs   brought      suit   against   the

defendants more than three years after the closing of the loans.



would be presented if HOEPA did authorize the affirmative right
of action sought by the plaintiffs. J.A. 853 n.5.



                                       20
See In re Community Bank of Northern Virginia, 622 F.3d 275, 303

(3d   Cir.     2010)     (“[A]     claim         for    damages         under   TILA     and

HOEPA . . . is      subject      to    a    one-year        limitations      period      that

begins to run from the date the loan closed.”). Thus, regardless

of whether the plaintiffs have a cause of action by operation of

Section 3-306 or § 1641(d)(1), their claims are untimely under

either express statute of limitations.

      Nevertheless,      the     plaintiffs         contend        that    because     their

claims against the assignees are ultimately for violations of

the SMLL, their claims should be governed by the twelve-year

statute of limitations applicable to SMLL claims. See Master

Financial v. Crowder, 972 A.2d 864 (Md. 2009). We disagree. The

plaintiffs acknowledge that the SMLL, by itself, does not create

derivative     liability      on      the   part       of   the    assignees       for   the

alleged misconduct of the originating lenders. See supra, at

n.4. Thus, under the plaintiffs’ own theories, the assignees are

derivatively liable – if at all – for the originating lenders’

violations of the SMLL only by operation of Section 3-306 or

§ 1641(d)(1).      Therefore,         to    the     extent        the     plaintiffs     can

maintain a cause of action against the assignees, that cause of

action has its source in Article 3 of the Maryland UCC or HOEPA,

and   the    controlling    limitations           period      is    governed    by     those

respective     statutory      schemes.        See      Crowder,      972    A.2d    at   873

(“Because     we   are   dealing       with      statutes,        one   preliminary      and

                                            21
possibly decisive factor is whether the Legislature has provided

a specific period of limitations for enforcement of the statute.

Some   statutes    that   prohibit      or    require    conduct       and   provide

remedies for violations contain such provisions, and if they do,

those provisions ordinarily will govern.”); Lyons P’ship, L.P.

v. Morris Costumes, Inc., 243 F.3d 789, 798 (4th Cir. 2001)

(“[W]hen Congress creates a cause of action and provides both

legal and equitable remedies, its statute of limitations for

that cause of action should govern, regardless of the remedy

sought.”). It would be extraordinary for us to find an implied

derivative right of action under Section 3-306 or § 1641(d)(1)

and then to permit that right of action to proceed under a

statute   of    limitations    that     is    longer    than    the    limitations

period Congress or the Maryland legislature has clearly provided

for express rights of action under these statutes, and we will

not do so.

       Accordingly, we affirm the district court’s dismissal of

the    plaintiffs’    claims    under        Section    3-306    and    15    U.S.C.

§ 1641(d)(1).

                                        IV
       In addition to their primary legal argument, the plaintiffs

also    raise   several      secondary       issues     with    respect      to   the

consolidated      appeals,    which   we      address    briefly.      First,     the

plaintiffs argue that the district court abused its discretion

                                        22
by denying their motions to file amended complaints to assert

additional claims against certain loan servicers. 9 The district

court denied the plaintiffs’ motion to amend as futile. We have

reviewed    the   record      and    conclude   that   because   this    was   an

adequate basis for denying the motion to amend, the district

court did not abuse its discretion. See Glaser v. Enzo Biochem,

Inc., 464 F.3d 474, 476 (4th Cir. 2006) (noting that a denial of

a motion to amend is reviewed for abuse of discretion); Laber v.

Harvey, 438 F.3d 404, 426 (4th Cir. 2006) (en banc) (noting

district court may deny a motion to amend when the amendment

would be futile). Accordingly, we affirm for the reasons stated

by the district court. William Rodwell, et al. v. PSB Lending

Corp., Inc. et al., No. 1:09-cv-02202-JFM (D.Md. Feb. 8, 2011);

James E. Mitchell, Sr. et al. v. PSB Lending Corp. et al., No.

1:09-02287-JFM (D.Md. Feb. 8, 2011).

     Second,      the   plaintiffs      challenge      the   district   court’s

dismissal of various state law claims regarding the assignees’

alleged failure to provide to the plaintiffs copies of the loan

documents   relating     to    the    secondary   mortgage    loans.    However,

after the parties submitted their initial briefing on this issue

and on the day before oral argument was heard in this appeal,


     9
       This issue pertains only to Rodwell v. PSB Lending, Corp.
(No. 11-1277), and Mitchell v. PSB Lending (No. 11-1299).



                                        23
the Maryland Court of Appeals held that once a mortgage loan is

paid in full, the assignee is under no common law or statutory

obligation    to   provide   copies    of   the    loan   documents    to   the

borrowers. Polek v. J.P. Morgan Chase Bank, N.A., 36 A.3d 399

(Md. 2012). In light of Polek, the parties now agree that the

plaintiffs’   state   law    claims   in    this   appeal   are   foreclosed.

Accordingly, we affirm the district court’s dismissal of these

claims.

     Finally, the plaintiffs appeal the district court’s denial

of their motion to remand several of the consolidated appeals.

However, the plaintiffs have since voluntarily dismissed those

appeals; therefore, we need not address the district court’s

remand rulings. 10

                                      V

     For the reasons stated above, we affirm the judgment of the

district court.


                                                                      AFFIRMED


     10
        Appellant Donna Renee Tipton, along with appellees JP
Morgan Chase Bank, N.A. and Residential Funding Company, LLC
f/k/a Residential Funding Corp. (the only parties to appeal No.
11-1291), have filed a joint motion to sever and dismiss with
prejudice appeal No. 11-1291, with each side to bear its own
costs. Similarly, Appellants Thomas A. Gephardt and Michelle L.
Gephardt, along with appellee Sovereign Bank (the only parties
to appeal No. 11-1295), have filed a joint motion to sever and
dismiss with prejudice appeal No. 11-1295, with each side to
bear its own costs. We hereby grant these motions.



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