                                                                [DO NOT PUBLISH]



           IN THE UNITED STATES COURT OF APPEALS

                    FOR THE ELEVENTH CIRCUIT
                                                        FILED
                     ________________________
                                               U.S. COURT OF APPEALS
                                                 ELEVENTH CIRCUIT
                            No. 11-13773             JAN 19, 2012
                        Non-Argument Calendar         JOHN LEY
                      ________________________         CLERK

                D.C. Docket No. 4:10-cv-00112-WTM-GRS

GARY C. ARMS,

                                             lllllllllllllllllllllllllllllllllllllllPlaintiff,

CHARLES DUBEE,
ANTHONY GIROUX,
GERRY GIROUX,
NATHAN GRAY,
JANENE RENEE GRAY,
DAVID SODERLINE,
WALTER SODERLINE,
FRAIN SIMPLIS,
STEPHANIE MILLER,
CHARLES MILLER,

                           llllllllllllllllllllllllllllllllllllllllPlaintiffs - Appellants,

                                  versus


J.P. MORGAN CHASE & CO.,

                           llllllllllllllllllllllllllllllllllllllllDefendant - Appellee.
                           ________________________

                    Appeal from the United States District Court
                       for the Southern District of Georgia
                          ________________________

                                 (January 19, 2012)

Before CARNES, WILSON and MARTIN, Circuit Judges.

PER CURIAM:

      This is an appeal of the district court’s grant of J.P. Morgan Chase & Co.’s

Federal Rule of Civil Procedure 12(b)(6) motion to dismiss. After thorough

review, we affirm the district court.

      In 2007, Appellants got construction loans from Transland Financial

Services to finance housing developments in Savannah, Georgia. Appellants

allege that Transland concealed liquidity problems from them at the time they

entered into the contract, and dissolved very soon afterward without fully funding

the projects. Washington Mutual Bank (“WaMu”) acquired the loan contracts

from Transland, but itself declared bankruptcy in 2008 and was taken into

receivership by the FDIC. Later that year, the FDIC sold WaMu’s assets,

including the loan contracts at issue, to J.P. Morgan Chase & Co. (“Chase”) in a

Purchase and Assumption Agreement.




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         Appellants filed suit in state court against Chase, seeking declaratory relief

and to quiet title. They claim that Chase is not entitled to collect the amounts due

on the loan contracts, because of fraudulent inducement on the part of Transland

as well as the failure of Transland and WaMu to disburse the loan proceeds.

Chase removed the case to federal court and filed a motion to dismiss for failure to

state a claim. The district court granted the motion, and this appeal followed.

         We review de novo a district court’s dismissal of a complaint for failure to

state a claim. Rosenberg v. Gould, 554 F.3d 962, 965 (11th Cir. 2009). In so

doing, “we accept all well-pleaded facts as true, and we make all reasonable

inferences in favor of the plaintiff.” Thompson v. RelationServe Media, Inc., 610

F.3d 628, 631 n.5 (11th Cir. 2010). In ruling upon a motion to dismiss, a district

court may consider materials attached to pleadings if the materials are “(1) central

to the plaintiff’s claim, and (2) [their] authenticity is not challenged.” SFM

Holdings, Ltd. v. Banc of America Sec., LLC, 600 F.3d 1334, 1337 (11th Cir.

2010). Chase attached the Purchase and Assumption Agreement to its motion to

dismiss. Appellants do not challenge the district court's reliance on this document

in granting the motion, and in fact, they rely upon the Agreement in their own

brief.




                                             3
       On appeal, Appellants raise a number of issues, including a challenge to the

district court’s conclusions regarding Chase’s status as a holder in due course

under 12 U.S.C. § 1823(e) and D’Oench, Duhme & Co. v. FDIC, 315 U.S. 447, 62

S. Ct. 676 (1942). However, we need not address this issue in order to affirm the

district court’s decision to dismiss the complaint. Section 2.5 of the Purchase and

Assumption Agreement between Chase and the FDIC makes clear:

       [A]ny liability associated with borrower claims for payment of or
       liability to any borrower for monetary relief, or that provide for any
       other form of relief to any borrower, whether or not such liability is
       . . . legal or equitable . . . whether asserted affirmatively or
       defensively, related in any way to any loan or commitment to lend
       made by the Failed Bank prior to failure . . . are specifically not
       assumed by the Assuming Bank.

The district court ruled consistent with the Agreement that when Chase purchased

the loan contracts, it did not acquire any liabilities associated with those

contracts.1

       Appellants argue that Section 2.5 of the Agreement does not bar their claim,

because by bringing a declaratory action to determine the “validity of the assets

that Chase acquired from the FDIC,” they have not sought to impose a liability on

Chase. This argument fails. The Agreement expressly includes within its


       1
          In making this statement, we express no opinion as to whether those liabilities remained
with the FDIC at the time of purchase, or whether the FDIC acquired a quasi-holder in due
course status under 12 U.S.C. § 1823(e).

                                                4
definition of liability, “any . . . form of relief to any borrower,” whether that relief

is “legal or equitable,” or “asserted affirmatively or defensively.” Thus,

Appellants’ action to secure relief from their contractual obligation to repay the

loans falls squarely within the terms of Section 2.5 of the Agreement.

      Appellants also turn our attention to Section 3.3 of the Agreement, which

states, “THE CONVEYANCE OF ALL ASSETS . . . SHALL BE MADE . . . ‘AS IS’ [AND]

WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS

AGREEMENT, WITHOUT ANY WARRANTIES . . . WITH RESPECT TO . . .


ENFORCEABILITY, [OR] COLLECTIBILITY.”           Appellants argue that this provision

denies Chase all warranties as to the enforceability of the loan contracts. Be that

as it may, this language does not negate Section 2.5 of the Agreement, by which

Chase expressly did not assume any liabilities associated with the loan contracts.

Instead, it disclaims certain rights that Chase might otherwise have against the

FDIC. Thus, the disclaimer in Section 3.3 of the Agreement does nothing to alter

Appellants’ rights under the loan contracts acquired by Chase.

      For the aforementioned reasons, we AFFIRM the district court’s order.




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